What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-08-09 compared with 2022-05-10 · 628 added, 355 removed, 249 unchanged (80% of the section changed)

2 unchanged sentences

thousands, except for share amounts)

and cash equivalents

portion of restricted cash

receivable, net

expenses and other current assets

Current Assets

Cash and cash equivalents

Accounts receivable, net

Inventory, net

Prepaid expenses and other current assets

Total Current Assets

Restricted cash

Property and equipment, net

Operating lease right-of-use asset

Intangible assets, net

Liabilities and Stockholders’ Equity

cash, non-current portion

and equipment, net

lease right-of-use asset

and Stockholders’ Equity

expenses and other current liabilities

portion of consideration payable

portion of operating lease liabilities

portion of deferred revenue

Current Liabilities

Accounts payable

Accrued expenses and other current liabilities

Current portion of notes payable

Current portion of operating lease liabilities

Current portion of deferred revenue

Total Current Liabilities

Operating lease liabilities, non-current portion

Other liabilities

Deferred revenue, non-current portion

Total Liabilities

Commitments and contingencies (Note 7)

Stockholders’ Equity:

Common stock, $ 0.001

par value, 500,000,000 shares

consideration

Consideration

payable, non-current portion

lease liabilities, non-current portion

revenue, non-current portion

and contingencies (Note 11)

Stockholders’

stock, $ 0.001 par value, 500,000,000 shares authorized, 50,201,686 and 42,423,514

issued and outstanding as of June 30, 2022 and December 31, 2021, respectively

stock, $0.001 par

value, 500,000,000 shares

authorized, 50,201,686 and

42,423,514 shares issued and outstanding

as of March 31, 2022 and December 31, 2021, respectively

Additional paid-in capital

Accumulated other comprehensive loss

Accumulated deficit

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

as of June 30, 2022 and December 31, 2021, respectively

paid-in capital

other comprehensive loss

Stockholders’ Equity

Liabilities and Stockholders’ Equity

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

2 unchanged sentences

thousands, except for share and per share amounts)

For The Three Months Ended

Product sales

Charging service revenue - company-owned charging stations

Grant and rebate

Ride-sharing services

Total Revenues

The Three Months Ended

The Six Months Ended

service revenue - company-owned charging stations

of product sales

of charging services - company-owned charging stations

provider fees

and repairs and maintenance

and amortization

Cost of Revenues

Cost of product sales

Cost of charging services - company-owned charging stations

Host provider fees

Network costs

Warranty and repairs and maintenance

Ride-sharing services

Depreciation and amortization

Total Cost of Revenues

and administrative expenses

operating expenses

General and administrative expenses

Other operating expenses

Total Operating Expenses

Loss From Operations

Other Income (Expense):

Interest income

Foreign transaction gain

Change in fair value of derivative and other accrued liabilities

Other expense, net

Total Other (Expense) Income

Net Loss Per Share:

Weighted Average Number of Common Shares Outstanding:

Operating Expenses

From Operations

(Expense) Income:

(expense) income

on settlement

on foreign exchange

in fair value of derivative and other liabilities

(expense) income

Other Expense

Loss Per Share:

Average Number of

Shares Outstanding:

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

1 unchanged sentence

Consolidated Statements of Comprehensive Loss

For the Three Months Ended

Other Comprehensive Loss:

Cumulative translation adjustments

Change in fair value of marketable securities

Total Comprehensive Loss

the Three Months Ended

the Six Months Ended

Comprehensive (Loss) Income:

translation adjustments

in fair value of marketable securities

Comprehensive Loss

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

1 unchanged sentence

Consolidated Statement of Changes in Stockholders’ Equity

the Three Months Ended March 31, 2022

the Three and Six Months Ended June 30, 2022

thousands, except for share amounts)

1 unchanged sentence

Stockholders’

Balance - January 1, 2022

- January 1, 2022

$ ( 242,470 )

Common stock issued upon exercises of warrants

Stock-based compensation

Other comprehensive loss

Balance - March 31, 2022

stock issued upon exercises of warrants

comprehensive loss

- March 31, 2022

stock issued as purchase consideration of SemaConnect

stock issued as purchase consideration of Electric Blue

stock issued upon exercise of warrants

stock issued upon exercise of options

comprehensive loss

- June 30, 2022

$ ( 280,234 )

2 unchanged sentences

Consolidated Statement of Changes in Stockholders’ Equity

the Three Months Ended March 31, 2021

the Three and Six Months Ended June 30, 2021

thousands, except for share amounts)

1 unchanged sentence

Stockholders’

Balance - January 1, 2021

- January 1, 2021

$ ( 187,351 )

stock issued in public offering, net of issuance costs [1]

stock issued upon exercise of warrants

stock issued upon cashless option exercise

stock issued upon cashless warrant exercise

stock issued as consideration for property and equipment

comprehensive loss

- March 31, 2021

$ ( 194,716 )

Beginning balance

$ ( 194,716 )

Common stock issued in public offering, net of issuance costs [1]

Common stock issued upon exercise of warrants

Common stock issued upon cashless option exercise

Common stock issued upon cashless warrant exercise

Common stock issued as consideration for property and equipment

Stock-based compensation

Other comprehensive loss

Balance - March 31, 2021

costs related to common stock issued in public offering

stock issued pursuant to cashless option exercise

stock issued upon exercise of warrants

stock issued as purchase consideration of Blue Corner

comprehensive loss

- June 30, 2021

$ ( 208,175 )

Ending balance

Ending b alance

$ ( 208,175 )

[1] Includes gross

proceeds of $ 232,060 ,

less issuance costs of $ 10,654 .

proceeds of $ 232,060 , less issuance costs of $ 10,654 .

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

AND SUBSIDIARIES

Statements of Cash Flows

The Three Months Ended

Consolidated Statements of Cash Flows

The Six Months Ended

Flows From Operating Activities:

to reconcile net loss to net cash used

in operating activities:

to reconcile net loss to net cash used in operating activities:

and amortization

lease expense

in fair value of derivative and other accrued liabilities

and interest income

in fair value of derivative and other liabilities

for slow moving and obsolete inventory

1 unchanged sentence

in operating assets and liabilities:

receivable and other receivables

expenses and other current assets

payable and accrued expenses

payable, accrued expenses and other current liabilities

Cash Used In Operating Activities

Flows From Investing Activities:

from sale of marketable securities

consideration of SemaConnect, net of cash and restricted cash acquired

consideration of Electric Blue, net of cash acquired

of marketable securities

Capitalization

of engineering costs paid

acquired in the purchase of Blue Corner

consideration of Blue Corner

of property and equipment

3 unchanged sentences

from exercise of options and warrants

of financing liability in connection with finance lease

of financing liability in connection with internal use software

Cash (Used In) Provided By Financing Activities

of Exchange Rate Changes on Cash and Cash Equivalents

of Exchange Rate Changes on Cash and Cash Equivalents and Restricted Cash

(Decrease) Increase In Cash and Cash Equivalents and Restricted Cash

3 unchanged sentences

and cash equivalents

Total Cash and cash equivalents and restricted cash

Cash and cash equivalents and restricted cash

[1] Includes gross

proceeds of $ 232,060 ,

less issuance costs of $ 10,654 .

proceeds of $ 232,060 , less issuance costs of $ 10,727 .

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

AND SUBSIDIARIES

Statements of Cash Flows — Continued

The Three Months Ended

Consolidated Statements of Cash Flows — Continued

The Six Months Ended

Disclosures of Cash Flow Information:

1 unchanged sentence

investing and financing activities:

Capitalization

of non-recurring engineering costs

stock issued as consideration for property and equipment

stock issued upon cashless option exercise

stock issued upon cashless warrant exercise

stock issued as purchase consideration of SemaConnect

stock issued as purchase consideration of Electric Blue

stock issued as purchase consideration of Blue Corner

expense converted into principal

assets obtained in exchange for lease obligations

Right of use assets obtained in exchange for operating lease liabilities

obtained in exchange for lease obligations

in fair value of marketable securities

3 unchanged sentences

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

to Unaudited Condensed Consolidated Financial Statements

thousands, except for share and per share amounts)

14 unchanged sentences

Blink also operates a ride-sharing program through the Company’s wholly owned subsidiary, BlueLA

Rideshare, LLC and the City of Los Angeles which allows customers the ability to rent electric vehicles through a subscription service.

Rideshare, LLC and the City of Los Angeles which allows customers the ability to rent EVs through a subscription service.

of Presentation

7 unchanged sentences

items) which are considered necessary for a fair presentation of the condensed consolidated financial statements of the Company as of

March 31, 2022 and for the three months then ended.

The results of operations for the three months ended March 31, 2022 are not necessarily

June 30, 2022 and for the six months then ended.

The results of operations for the three and six months ended June 30, 2022 are not necessarily

indicative of the operating results for the full year ending December 31, 2022 or any other period.

20 unchanged sentences

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

to Unaudited Condensed Consolidated Financial Statements

thousands, except for share and per share amounts)

5 unchanged sentences

The functional currency of certain subsidiaries is the Euro and the Indian

Assets and liabilities are translated based on the exchange rates at the balance sheet date ( 1.1112

for the Euro and

for the Indian Rupee

as of March 31, 2022), while expense accounts are translated at the weighted average exchange rate for the period ( 1.1219

for the Euro and 0.0133

for the Indian Rupee

for the three months ended March 31, 2022).

Assets and liabilities are translated based on the exchange rates at the balance sheet date ( 1.043 for the Euro, 0.0127 for the

Indian Rupee, and 1.214 for the Pound Sterling as of June 30, 2022), while expense accounts are translated at the weighted average exchange

rate for the period ( 1.0554 for the Euro, 0.0127 for the Indian Rupee, and 1.2281 for the Pound Sterling for the six months ended June

Equity accounts are translated at historical exchange rates.

The resulting translation adjustments

are recognized in stockholders’ equity as a component of accumulated other comprehensive income.

Comprehensive income (loss) is

defined as the change in equity of an entity from all sources other than investments by owners or distributions to owners and includes

foreign currency translation adjustments as described above.

Transaction gains and losses are charged to the statement of operations

Transaction gains attributable to foreign exchange were $ 3

during the three

months ended March 31, 2022.

The resulting translation adjustments are recognized in stockholders’

equity as a component of accumulated other comprehensive income.

Comprehensive income (loss) is defined as the change in equity of an

entity from all sources other than investments by owners or distributions to owners and includes foreign currency translation adjustments

as described above.

Transaction gains and losses are charged to the statement of operations as incurred.

Transaction losses attributable

to foreign exchange were $ 244 and $ 241 during the three and six months ended June 30, 2022, respectively.

Transaction losses attributable

to foreign exchange were $ 108 during the three and six months ended June 30, 2021.

Company recognizes revenue primarily from five different types of contracts:

sales – Revenue is recognized at the point where the customer obtains control of the goods and the Company satisfies its performance obligation, which generally is at the time it ships the product to the customer or upon installation of chargers for which the Company is contracted to perform.

service revenue – company-owned charging stations - Revenue is recognized at the point when a particular charging session

is completed.

sales – Revenue is recognized at the point where the customer obtains control of the goods and the Company satisfies its

performance obligation, which generally is at the time it ships the product to the customer.

fees and other – Represents a stand-ready obligation whereby the Company is obligated to perform over a period of time

12 unchanged sentences

SCHEDULE OF REVENUE RECOGNITION BY CONTRACT

For The Three Months Ended

The Three Months Ended

The Six Months Ended

- Recognized at a Point in Time:

service revenue - company-owned charging stations

Revenues - Recognized at a Point in Time

Product sales

Charging service revenue - company-owned charging stations

Total Revenues - Recognized at a Point in Time

- Recognized Over a Period of Time:

and other fees

Revenues - Recognized Over a Period of Time

Ride-sharing services

Network and other fees

Total Revenues - Recognized Over a Period of Time

Total Revenue

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

to Unaudited Condensed Consolidated Financial Statements

thousands, except for share and per share amounts)

1 unchanged sentence

RECOGNITION – CONTINUED

following table summarizes our revenue recognized under ASC 606 in the consolidated statements of operations by geographical area:

following table summarizes our revenue recognized under ASC 606 in the condensed consolidated statements of operations by geographical

SCHEDULE OF REVENUE RECOGNITION BY GEOGRAPHICAL AREA

For The Three Months Ended

Revenues by Geographical Area

The Three Months Ended

The Six Months Ended

by Geographical Area

International

Total Revenue

timing of the Company’s revenue recognition may differ from the timing of payment by its customers.

3 unchanged sentences

provision of the related goods or services, the Company records deferred revenue until the performance obligations are satisfied.

of March 31, 2022, the Company had $ 3,402

related to contract liabilities where performance

obligations have not yet been satisfied, which has been included within deferred revenue on the condensed consolidated balance sheet

as of March 31, 2022.

The Company expects to satisfy $ 2,741

of its remaining performance obligations

for network fees, charging services, warranty revenue, product sales, and other and recognize the revenue within the next twelve months.

the three months ended March 31, 2022, the Company recognized $ 181 of revenues related to network fees and warranty contracts, which

were included in deferred revenues as of December 31, 2021.

During the three months ended March 31, 2022, there was no revenue recognized

from performance obligations satisfied (or partially satisfied) in previous periods.

and rebates which are not within the scope of ASC 606, pertaining to revenues and periodic expenses are recognized as income when the

related revenue and/or periodic expense are recorded.

Grants and rebates related to EV charging stations and their installation are deferred

and amortized in a manner consistent with the related depreciation expense of the related asset over their useful lives over the useful

life of the charging station.

During the three months ended March 31, 2022 and 2021, the Company recorded $ 75 and $ 150 , respectively,

related to grant and rebate revenue.

At March 31, 2022 and December 31, 2021, there was $ 70 of deferred grant and rebate revenue to be

of June 30, 2022, the Company had $ 12,030 related to contract liabilities where performance obligations have not yet been satisfied,

which has been included within deferred revenue on the condensed consolidated balance sheet as of June 30, 2022.

The Company expects

to satisfy $ 7,794 of its remaining performance obligations for network fees, charging services, warranty revenue, product sales, and

other and recognize the revenue within the next twelve months.

the three and six months ended June 30, 2022, the Company recognized $ 310 and $ 491 , respectively, of revenues related to network fees

and warranty contracts, which were included in deferred revenues as of December 31, 2021.

During the six months ended June 30, 2022,

there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods.

Grants and rebates which

are not within the scope of ASC 606, pertaining to revenues and periodic expenses are recognized as income when the related revenue and/or

periodic expense are recorded.

Grants and rebates related to EV charging stations and their installation are deferred and amortized over

the shorter of the related depreciation expense of the related asset over their useful lives over the useful life of the charging station

or the contractual obligation of the grant.

During the three months ended June 30, 2022 and 2021, the Company recognized $ 125 and $ 74 ,

respectively, related to grant and rebate revenue.

During the six months ended June 30, 2022 and 2021, the Company recognized $ 200 and

$ 224 , respectively, related to grant and rebate revenue.

At June 30, 2022 and December 31, 2021, there was $ 3,225 and $ 70 of deferred

grant and rebate revenue to be amortized.

CONCENTRATIONS

of March 31, 2022, accounts receivable from a significant customer were approximately 17 %

of total accounts

As of December 31, 2021, accounts receivable from a significant customer were approximately 18 %

As of December 31, 2021, accounts receivable

from a significant customer were approximately 18 %

of total accounts receivable.

During the three months

ended March 31, 2022, sales to a significant customer represented 13 %

of total revenue and sales to another significant

customer represented 12 % of total revenue.

During the three months ended March 31, 2021, sales to a significant customer represented

of total revenue and another significant customer represented 20 %

of total revenues.

During the three months ended March 31, 2022 and 2021, the Company made purchases

from a significant supplier that represented 14 %

and 28 % of total purchases,

respectively.

During the three months ended June 30, 2022, revenues from one significant customer represented 10 % of

total revenues.

During the six months ended June 30, 2021, sales to a significant customer represented 12 %

of total revenue.

During the six months ended June

30, 2022, the Company made purchases from a significant supplier that represented 13 % of total purchases.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

to Unaudited Condensed Consolidated Financial Statements

thousands, except for share and per share amounts)

9 unchanged sentences

SCHEDULE OF OUTSTANDING DILUTED SHARES EXCLUDED FROM DILUTED LOSS PER SHARE COMPUTATION

For the Three Months Ended

Unvested restricted common stock

Total potentially dilutive shares

the Three and Six Months Ended

restricted common stock

potentially dilutive shares

April 19, 2022, the Company signed a non-binding letter of intent with a U.S.

privately-held company (the “Target”) providing

for the possible purchase by the Company of all of the outstanding shares of the Target from its shareholders in consideration for cash,

a note and, under certain circumstances, shares of common stock of a subsidiary of the Company or, if such subsidiary’s shares

are not publicly-traded, common stock of the Company.

In addition, in the letter of intent, the Company agreed to extend a loan of $ 1,250

to the Target (the “Loan”), in which $ 1,000 was loaned by the Company during second quarter of 2022 and $ 250 was loaned in July

2022 pursuant to a 6 % Secured Convertible Promissory Note signed by the Target.

Under the terms of the Loan, if the Company proceeds

with the possible stock purchase of the Target, the principal and accrued interest amount under the Loan will be deducted from the cash

consideration paid to the Target’s shareholders at closing.

If, however, the Company determines not to proceed with the possible

stock purchase of the Target, the Loan will continue to accrue 6 % interest per annum, and mature on the earliest of (i) a “Change

of Control” (as defined);

(ii) the closing of the next investment round by the Target;

(iii) an Event of Default (as defined);

or (iv) May 1, 2027.

BUSINESS COMBINATONS

BLUE LIMITED ACQUISITION

April 22, 2022, pursuant to a Sale and Purchase Agreement dated April 22, 2022, the Company acquired, through its Dutch subsidiary, Blink

Holdings B.V., all of the outstanding capital stock of Electric Blue Limited, a private company limited by shares and registered in England

and Wales (“EB”), from its shareholders.

Headquartered in St.

Albans, United Kingdom, EB is a leading, independently-owned

provider of electric vehicle charging and sustainable energy solutions and technologies.

EB works with local authorities and businesses

to create the infrastructure the United Kingdom needs to meet the 2050 net zero emissions target and prepare for the 2030 ban on the

sale of new petrol and diesel cars and vans.

The fair value purchase price for the acquisition

of all of EB’s outstanding capital stock is $18,903, consisting of $12,651 in cash, and 152,803 of the Company’s common stock

(the “Consideration Shares”) with a fair value of $2,852.

In addition, provided EB reaches specified gross revenue

or new EV charger installation targets over the three years post-closing, the Company also agreed to issue up to approximately $6,400

in additional shares of its common stock to EB shareholders (the “Contingent Consideration”).

The Contingent Consideration

was recorded at an estimated fair value of $3,400.

As of June 30, 2022, the estimated fair value of the Contingent Consideration was $3,514.

The Company uses a probability-weighted discounted cash flow approach as a valuation technique to determine the fair value of the contingent

consideration liabilities on the acquisition date and at each reporting period.

The significant unobservable inputs used in the fair value

measurements are projections over the earn-out period, and the probability outcome percentages that are assigned to each scenario.

increases or decreases to either of these inputs in isolation could result in a significantly higher or lower liability with a higher

liability capped by the contractual maximum of the contingent consideration liabilities.

the purchase price to be issued to the EB shareholders at closing, approximately $ 650

in cash and 25,466

shares of common stock are being held in escrow

accounts for periods of 12 months (cash escrow) and 18 months (stock escrow), respectively, following the closing to cover any losses

or damages we may incur by reason of, among other things, any misrepresentation or breach of warranty by EB under the Sale and Purchase

AND SUBSIDIARIES

to Unaudited Condensed Consolidated Financial Statements

thousands, except for share and per share amounts)

BUSINESS COMBINATONS – CONTINUED

BLUE LIMITED ACQUISITION - CONTINUED

Company engaged a third-party independent valuation specialist to assist in the determination of fair values of tangible and intangible

assets acquired and liabilities assumed for EB.

The final determination of the fair value of assets and liabilities will be completed

within the one-year measurement period as required by ASC Topic 805.

The EB acquisition will necessitate the use of this measurement

period to adequately analyze and assess the factors used in establishing the asset and liability fair values as of the acquisition date,

including intangible assets, accounts receivable and certain fixed assets.

following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the acquisition date of EB:

SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

Purchase Price Allocation

Consideration:

Deferred cash consideration

consideration

Purchase Consideration

relationships

developed technology

Property and equipment

Right-of-use asset

Lease liability, non-current portion

Non-current portion of deferred revenue

net working capital deficit

Value of Identified Net Assets

Unidentified Goodwill Value

in the balance of identified intangible assets and goodwill reflected on the balance sheet are the result of the impact of the change

in foreign currency exchange rates.

AND SUBSIDIARIES

to Unaudited Condensed Consolidated Financial Statements

thousands, except for share and per share amounts)

BUSINESS COMBINATONS – CONTINUED

BLUE LIMITED ACQUISITION – CONTINUED

components of debt free net working capital deficit are as follows:

expenses and other current assets

current assets

current liabilities:

portion of lease liabilities

consideration payable

portion of notes payable

Current portion of lease liability

expenses and other current liabilities

current liabilities

free net working capital deficit

was recorded based on the amount by which the purchase price exceeded the fair value of the net assets acquired and the amount is attributable

to the reputation of the business acquired, the workforce in place and the synergies to be achieved from this acquisition.

$ 10,545 from the acquisition of EB is expected to be deductible for income tax purposes.

condensed consolidated financial statements of the Company include the results of operations of EB from April 22, 2022 to June 30, 2022

and do not include results of operations for periods prior to April 22, 2022.

The results of operations of EB from April 22, 2022 to

June 30, 2022 included revenues of $ 1,362 and a net loss of $ 743 .

following table presents the unaudited pro forma condensed consolidated results of operations for the three and six months ended June

30, 2022 and 2021 as if the acquisition of EB had occurred at the beginning of fiscal year 2021.

The pro forma information provided below

is compiled from the pre-acquisition financial information of EB and includes pro forma adjustments for interest expense and adjustments

to certain expenses.

The pro forma results are not necessarily indicative of (i) the results of operations that would have occurred had

the operations of this acquisition actually been acquired at the beginning of fiscal year 2021 or (ii) future results of operations

SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS

the Three Months Ended June 30,

the Six Months Ended June 30,

above pro forma information includes pro forma adjustments to remove the effect of merger expenses recognized in the results of operations

of the Company during the three and six months ended June 30, 2022 of $ 138 and $ 178 , respectively.

of the date of the acquisition, the Company expected to collect all contractual cash flows related to receivables acquired in the acquisition.

Acquisition-related costs are expensed as incurred and are recorded within general and administrative expenses on the condensed consolidated

statements of operations.

Note 10 – Fair Value Measurement for additional information.

AND SUBSIDIARIES

to Unaudited Condensed Consolidated Financial Statements

thousands, except for share and per share amounts)

BUSINESS COMBINATONS – CONTINUED

June 15, 2022, the Company completed the acquisition of SemaConnect, Inc., a Delaware corporation

(“SemaConnect”), pursuant to an Agreement and Plan of Merger, dated as of June 13, 2022 (“Acquisition Agreement”),

by and among the Company, Blink Sub I Corp., Blink Sub II LLC, SemaConnect and Shareholder Representative Services LLC (solely in its

capacity as the stockholders’ representative).

Upon consummation of the acquisition, SemaConnect became a wholly owned subsidiary

of the Company.

SemaConnect is a leading provider of EV charging infrastructure solutions in North America.

The aggregate fair value purchase price was $ 200,573 ,

which includes excess working capital of $ 1,229 and closing date cash of $ 3,639 .

The consideration paid in the acquisition consisted of:

(a) $86,736 in cash, (i) $46,136 of which was paid at the closing of the Acquisition Agreement (“Closing”) and (ii) the remaining

$40,600 is payable (bearing interest at 7%) until not earlier than nine months following the Closing and not later than three years following

and (b) 7,454,975 shares of the Company’s common stock (the “Stock Payment”) with a fair value of $113,837.

Included in the cash consideration is $ 8,103 related to payments due to stock option holders of SemaConnect.

Subsequent to the acquisition

date, payments to the stock option holder were made after the stock option holder signed an option cash-out agreement.

As of June 30,

2022, there was an unpaid balance of $ 4,058 which is classified as restricted cash on condensed consolidated balance sheet as of June

30, 2022, all of which was paid during July 2022.

order to determine the estimated fair values of tangible and intangible assets acquired and liabilities assumed for SemaConnect, the

Company performed internal calculations and analysis based on information and resources available.

The Company engaged a third-party

independent valuation specialist to assist in the determination of fair values which will become available during the third quarter of

The final determination of the fair value of assets and liabilities will be completed within the one-year measurement period as

required by ASC Topic 805.

The SemaConnect acquisition will necessitate the use of this measurement period to adequately analyze and

assess the factors used in establishing the asset and liability fair values as of the acquisition date, including intangible assets,

accounts receivable and certain fixed assets.

following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the acquisition date of SemaConnect:

SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

Purchase Price Allocation

Consideration:

Deferred cash consideration

Purchase Consideration

relationships

developed technology

Right-of-use asset

Lease liability, non-current portion

Deferred revenue- non -current portion

net working capital

Value of Identified Net Assets

Unidentified Goodwill Value

AND SUBSIDIARIES

to Unaudited Condensed Consolidated Financial Statements

thousands, except for share and per share amounts)

BUSINESS COMBINATONS – CONTINUED

ACQUISITION - CONTINUED

components of debt free net working capital are as follows:

expenses and other current assets

current assets

current liabilities:

consideration payable

portion of notes payable

Current portion of lease liability

expenses and other current liabilities

current liabilities

free net working capital

was recorded based on the amount by which the purchase price exceeded the fair value of the net assets acquired and the amount is attributable

to the reputation of the business acquired, the workforce in place and the synergies to be achieved from this acquisition.

$ 127,567 from the acquisition of SemaConnect is not expected to be deductible for income tax purposes.

condensed consolidated financial statements of the Company include the results of operations of SemaConnect from June 15, 2022 to June

30, 2022 and do not include results of operations for periods prior to June 15, 2022.

The results of operations of SemaConnect from June

15, 2022 to June 30, 2022 included revenues of $ 1,414 and a net loss of $ 194 .

following table presents the unaudited pro forma consolidated results of operations for the three and six months ended June 30, 2022

and 2021 as if the acquisition of SemaConnect had occurred at the beginning of fiscal year 2021.

The pro forma information provided below

is compiled from the pre-acquisition financial information of SemaConnect and includes pro forma adjustments for interest expense and

adjustments to certain expenses.

The pro forma results are not necessarily indicative of (i) the results of operations that would have

occurred had the operations of this acquisition actually been acquired at the beginning of fiscal year 2021 or (ii) future results of

SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS

the Three Months Ended June 30,

the Six Months Ended June 30,

above pro forma information includes pro forma adjustments to remove the effect of merger expenses recognized in the results of operations

of the Company during the three and six months ended June 30, 2022 of $ 3,078 and $ 3,096 , respectively.

of the date of the acquisition, the Company expected to collect all contractual cash flows related to receivables acquired in the acquisition.

Acquisition-related costs are expensed as incurred and are recorded within general and administrative expenses on the consolidated statements

of operations.

Acquisition-related costs were $ 3,216 and $ 3,274 during the three and six months ended June 30, 2022, respectively.

AND SUBSIDIARIES

to Unaudited Condensed Consolidated Financial Statements

thousands, except for share and per share amounts)

INTANGIBLE ASSETS AND GOODWILL

assets consist of the following:

SCHEDULE OF INTANGIBLE ASSETS

engineering costs

relationships

developed technology

assets, gross

accumulated amortization

following represents the change in goodwill during the six months ended June 30, 2022:

SCHEDULE OF GOODWILL

balance - January 1, 2022

of Electric Blue

Acquisition of SemaConnect

of translation adjustments

balance - June 30, 2022

in the balance of intangible assets and goodwill reflected on the balance sheet include the impact of the change in foreign currency

exchange rates.

See Note 4 - Business Combinations for additional details.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

1 unchanged sentence

SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued host fees

Accrued professional, board and other fees

Accrued wages

Accrued commissions

Warranty payable

Accrued income, property and sales taxes payable

Accrued issuable equity

Accrued purchases

Internal use software liability

Other accrued expenses

Total accrued expenses

professional, board and other fees

income, property and sales taxes payable

issuable equity

lease payable

use software liability

accrued expenses

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

to Unaudited Condensed Consolidated Financial Statements

thousands, except for share and per share amounts)

STOCKHOLDERS’ EQUITY

the three months ended March 31, 2022, the Company issued an aggregate of 16,811

shares of common stock pursuant to exercises of warrants to purchase an aggregate of

16,811 shares of common stock for aggregate net proceeds of $ 69 .

the three months ended March 31, 2022, the Company issued an aggregate of 144,497 shares of common stock for services to employees and

consultants with an aggregate issuance date fair value of $ 331 .

Company recognized stock-based compensation expense related to common stock, stock options and warrants for the three months ended March

31, 2022 and 2021 of $ 1,962 and $ 415 , respectively, which is included within compensation expense on the condensed consolidated statements

the six months ended June 30, 2022, the Company issued an aggregate of 19,942 shares of common stock pursuant to exercises of warrants

to purchase an aggregate of 19,942 shares of common stock for aggregate net proceeds of $ 82 .

the six months ended June 30, 2022, the Company issued an aggregate of 5,955 shares of common stock pursuant to exercises of warrants

to purchase an aggregate of 5,955 shares of common stock for aggregate net proceeds of $ 10 .

the six months ended June 30, 2022, the Company issued an aggregate of 144,497 shares of common stock for services to employees and consultants

with an aggregate issuance date fair value of $ 331 .

Note 4 – Business Combinations – Electric Blue Limited Acquisition and SemaConnect Acquisition for additional information

of common stock issued as partial consideration for acquisitions.

Company recognized stock-based compensation expense related to common stock, stock options and warrants for the three and six months

ended June 30, 2022 of $ 1,027 and $ 2,989 , respectively, which is included within compensation expense on the condensed consolidated statements

of operations.

As of March 31, 2022, there was $ 5,692 of unrecognized stock-based compensation expense that will be recognized over the

weighted average remaining vesting period of 1.84 years.

The Company recognized stock-based compensation expense related to common stock and stock options for the three and six

months ended June 30, 2021 of $ 3,670 and $ 4,084 , respectively, As of June 30, 2022, there was $ 5,444 of unrecognized stock-based compensation

expense that will be recognized over the weighted average remaining vesting period of 2.81 years.

RELATED PARTY TRANSACTIONS

Note 11 – Commitments and Contingencies – Purchase Commitments for disclosure of a commitment made to a related party.

Company and a group of three

Cyprus entities entered into a shareholders’

agreement on February 11, 2019, pertaining to the parties’ respective shareholdings in a new joint venture entity, Blink Charging

(the “Entity”), that was formed under the laws of Cyprus on the same date.

Pursuant to the agreement, the Company

is not required to fund operating losses.

The Company owns 40 %

of the Entity while the other three entities own 60 %

of the Entity.

The Entity currently owns 100 %

of a Greek subsidiary, Blink Charging Hellas SA (“Hellas”), which started operations in the Greek EV market.

There are currently

no plans for the Company to make any capital contributions or investments.

During the three months ended March 31, 2022 and 2021, the

Company recognized sales of $ 68

respectively, to Hellas.

As of March 31, 2022 and December 31, 2021 the Company had a receivable from Hellas of approximately

respectively.

The Company determined that the Entity is a variable interest entity, however, the Company does not have a controlling

financial interest and, as a result, the Company is not required to consolidate the Entity and instead has applied equity method accounting

to its investment in the Entity.

From inception through March 31, 2022, the Entity has not generated net income and, as a result, pursuant

to ASC 323, the Company has not recorded a gain or loss on its equity method investment in the Entity during the three months ended March

31, 2022 and 2021.

of March 31, 2022, three senior management employees in the recently acquired entity Blue Corner had an ownership interest in a major

Company and a group of three Cyprus entities entered into a shareholders’ agreement on February 11, 2019, pertaining to the parties’

respective shareholdings in a new joint venture entity, Blink Charging Europe Ltd.

(the “Entity”), that was formed under

the laws of Cyprus on the same date.

Subsequently, two of the three Cyprus entities exited from the Entity.

Pursuant to the agreement,

the Company is not required to fund operating losses.

The Company owns 40 % of the Entity while another entity owns 60 % of the Entity.

The Entity currently owns 100 % of a Greek subsidiary, Blink Charging Hellas SA (“Hellas”), which started operations in the

Greek EV market.

There are currently no plans for the Company to make any capital contributions or investments.

During the three and

six months ended June 30, 2022, the Company recognized sales of $ 0 and $ 68 , respectively, and $ 315

and $ 791 during the three and six months ended June 30, 2021, respectively, to Hellas.

As of June 30, 2022 and December 31, 2021,

the Company had a receivable from Hellas of approximately $ 0 and $ 6 , respectively.

The Company determined that the Entity is a variable

interest entity, however, the Company does not have a controlling financial interest and, as a result, the Company is not required to

consolidate the Entity and instead has applied equity method accounting to its investment in the Entity.

From inception through June

30, 2022, the Entity has not generated net income and, as a result, pursuant to ASC 323, the Company has not recorded a gain or loss

on its equity method investment in the Entity during the three and six months ended June 30, 2022 and 2021.

of June 30, 2022, three senior management employees at the recently acquired entity Blue Corner had an ownership interest in a major

supplier of charging equipment for Blue Corner.

As of March 31, 2022 and December 31, 2021, the Company owed approximately $ 43

As of June 30, 2022 and December 31, 2021, the Company owed approximately $ 502 and $ 800

to this supplier, respectively.

During the three

months ended March 31, 2022, the Company purchased approximately $ 1,512

of inventory from this supplier.

During the six months ended June 30, 2022, the Company purchased approximately $ 2,648 of inventory from

this supplier.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

to Unaudited Condensed Consolidated Financial Statements

thousands, except for share and per share amounts)

of March 31, 2022, the Company had no leases

that were classified as a financing lease .

As of March 31, 2022, the Company had additional operating leases for vehicles obtained in relation to the operations of Blink

As of March 31, 2022, the leases had not commenced since the vehicles were not available to the Company until the second quarter

of June 30, 2022, the Company had $ 860 of right of use assets that were classified as a financing leases for vehicles associated with

the operations of Blink Mobility are included as a component of property and equipment on the condensed consolidated balance sheet as

of June 30, 2022.

The duration of the leases are three years and the Company is expected to pay approximately $ 1,020 throughout the term.

operating lease expenses for the three months ended March 31, 2022 and 2021 were $ 168 and $ 170 , respectively, and are recorded in other

operating expenses on the condensed consolidated statements of operations.

operating lease expenses for the three and six months ended June 30, 2022 were $ 175 and $ 343 , respectively, and for the three and six

months ended June 30, 2021 were $ 128 and $ 298 , respectively, which were recorded in other operating expenses on the condensed consolidated

statements of operations.

the three and six months ended June 30, 2022, the Company recorded $ 14 of interest expense related to finance leases, which were recorded

within interest expense on the condensed consolidated statements of operations.

During the three and six months ended June 30, 2022,

the Company recorded amortization expense of $ 181 related to finance leases.

Finance lease liabilities are included within accrued expenses

and other liabilities on the condensed consolidated balance sheet as of June 30, 2022.

cash flows information related to leases was as follows:

SCHEDULE OF SUPPLEMENTAL CASH FLOWS INFORMATION RELATED TO LEASES

For The Three Months Ended

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

Right-of-use assets obtained in exchange for lease obligations:

Operating leases

Weighted Average Remaining Lease Term

Operating leases

Weighted Average Discount Rate

Operating leases

OF SUPPLEMENTAL CASH FLOWS INFORMATION RELATED TO LEASES

The Six Months Ended

Cash paid for amounts

included in the measurement of lease liabilities:

cash flows from operating leases

cash flows from finance leases

assets obtained in exchange for lease obligations:

Average Remaining Lease Term

Average Discount Rate

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

to Unaudited Condensed Consolidated Financial Statements

thousands, except for share and per share amounts)

LEASES – CONTINUED

minimum payments under non-cancellable leases as of March 31, 2022 were as follows:

minimum payments under non-cancellable leases as of June 30, 2022 were as follows:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

For the Years Ending December 31,

Total future minimum lease payments

the Years Ending December 31,

future minimum lease payments

imputed interest

FAIR VALUE MEASUREMENT

and liabilities measured at fair value on a recurring or nonrecurring basis are as follows:

OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE RECURRING AND NONRECURRING BASIS

stock liability

Contingent consideration

stock liability

AND SUBSIDIARIES

to Unaudited Condensed Consolidated Financial Statements

thousands, except for share and per share amounts)

FAIR VALUE MEASUREMENT– CONTINUED

following table sets forth a summary of the changes in the fair value of Level 3 warrant liabilities that are measured at fair value

on a recurring basis:

OF CHANGES IN FAIR VALUE OF LEVEL 3 WARRANT LIABILITIES MEASURED AT RECURRING BASIS

Consideration

Beginning balance

as of January 1, 2022

consideration assumed in Electric Blue acquisition

in fair value of contingent consideration

balance as of June 30, 2022

Beginning balance

as of January 1, 2022

in fair value of warrant liability

balance as of June 30, 2022

COMMITMENTS AND CONTINGENCIES

of March 31, 2022, the Company had purchase commitments of approximately $ 35,000

of which, approximately $ 13,000

is with a related party, which will become payable

upon the suppliers’ delivery of the charging stations and other related items.

The purchase commitments were made primarily for

future sales, deployments of charging stations, inventory management planning and other related items, all of which are expected to be

received during the next 12-24 months.

August 24, 2020, a purported securities class action lawsuit, captioned Bush v.

of June 30, 2022, the Company had purchase commitments of approximately $ 41,127 of which, approximately $ 10,772 is with a related party,

which will become payable upon the suppliers’ delivery of the charging stations and other related items.

The purchase commitments

were made primarily for future sales, deployments of charging stations, inventory management planning and other related items, all of

which are expected to be received during the next 12-24 months.

On August 24, 2020, a purported securities class action lawsuit, captioned

Blink Charging Co.

et al., Case No.

20-cv-23527, was

filed in the United States District Court for the Southern District of Florida against the Company, Michael Farkas (Blink’s Chairman

of the Board and Chief Executive Officer), and Michael Rama (Blink’s Chief Financial Officer) (the “Bush Lawsuit”).

On September 1, 2020, another purported securities class action lawsuit, captioned Vittoria v.

20-cv-23527, was filed in the United States District Court for the Southern District of Florida

against the Company, Michael Farkas (Blink’s Chairman of the Board and Chief Executive Officer), and Michael Rama (Blink’s

Chief Financial Officer) (the “Bush Lawsuit”).

On September 1, 2020, another purported securities class action lawsuit, captioned

Blink Charging Co.

et al., Case No.

was filed in the United States District Court for the Southern District of Florida against the same defendants and seeking to recover

the same alleged damages (the “Vittoria Lawsuit”).

On October 1, 2020, the court consolidated the Vittoria Lawsuit with the

Bush Lawsuit and on December 21, 2020 the court appointed Tianyou Wu, Alexander Yu and H.

20-cv-23643, was filed in the United States District Court for the Southern District of

Florida against the same defendants and seeking to recover the same alleged damages (the “Vittoria Lawsuit”).

On October 1,

2020, the court consolidated the Vittoria Lawsuit with the Bush Lawsuit and on December 21, 2020 the court appointed Tianyou Wu, Alexander

Marc Joseph to serve as the Co-Lead Plaintiffs.

The Co-Lead Plaintiffs filed an Amended Complaint on February 19, 2021.

The Amended Complaint alleges, among other things, that the defendants

made false or misleading statements about the size and functionality of the Blink Network, and asserts claims under Sections 10(b) and

20(a) of the Securities Exchange Act of 1934.

The Amended Complaint does not quantify damages but seeks to recover damages on behalf

of investors who purchased or otherwise acquired Blink’s common stock between March 6, 2020 and August 19, 2020.

On April 20, 2021,

Blink and the other defendants filed a motion to dismiss the Amended Complaint, which has now been fully briefed and is ready for review.

On April 7, 2022, the court held oral argument on the motion to dismiss but did not issue a decision.

The Company wholly and completely

disputes the allegations therein.

The Company has retained legal counsel in order to defend the action vigorously.

The Company has not

recorded an accrual related to this matter as of March 31, 2022 as it determined that any such loss contingency was either not probable

or estimable.

Amended Complaint alleges, among other things, that the defendants made false or misleading statements about the size and functionality

of the Blink Network, and asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934.

The Amended Complaint

does not quantify damages but seeks to recover damages on behalf of investors who purchased or otherwise acquired Blink’s common

stock between March 6, 2020 and August 19, 2020.

On April 20, 2021, Blink and the other defendants filed a motion to dismiss the Amended

Complaint, which has now been fully briefed and is ready for review.

On April 7, 2022, the court held oral argument on the motion

to dismiss, but did not issue a decision.

The Company wholly and completely disputes the allegations therein.

The Company has retained

legal counsel in order to defend the action vigorously.

The Company has not recorded an accrual related to this matter as of June 30,

2022 as it determined that any such loss contingency was either not probable or estimable.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

to Unaudited Condensed Consolidated Financial Statements

thousands, except for share and per share amounts)

2 unchanged sentences

September 15, 2020, a shareholder derivative lawsuit, captioned Klein (derivatively on behalf of Blink Charging Co.) v.

Farkas et al.,

20- 19815CA01, was filed in Miami-Dade County Circuit Court seeking to pursue claims belonging to the Company against Blink’s

Board of Directors and Michael Rama (the “Klein Lawsuit”).

al., Case No.

20- 19815CA01, was filed in Miami-Dade County Circuit Court seeking to pursue claims belonging to the Company against

Blink’s Board of Directors and Michael Rama (the “Klein Lawsuit”).

Blink is named as a nominal defendant.

The Klein Lawsuit asserts

that the Director defendants caused Blink to make the statements that are at issue in the securities class action and, as a result, the

Company will incur costs defending against the consolidated Bush Lawsuit and other unidentified investigations.

The Klein Lawsuit asserts

claims against the Director defendants for breach of fiduciary duties and corporate waste and against all of the defendants for unjust

Klein did not quantify the alleged damages in his complaint, but he seeks damages sustained by the Company as a result of

the defendants’ breaches of fiduciary duties, corporate governance changes, restitution, and disgorgement of profits from the defendants

and attorneys’ fees and other litigation expenses.

The parties agreed to temporarily stay the Klein Lawsuit until there is a ruling

on the motion to dismiss filed in the consolidated Bush Lawsuit.

The Company has not recorded an accrual related to this matter as of

March 31, 2022 as it determined that any such loss contingency was either not probable or estimable.

Klein Lawsuit asserts that the Director defendants caused Blink to make the statements that are at issue in the securities class

action and, as a result, the Company will incur costs defending against the consolidated Bush Lawsuit and other unidentified

investigations.

The Klein Lawsuit asserts claims against the Director defendants for breach of fiduciary duties and corporate waste

and against all of the defendants for unjust enrichment.

Klein did not quantify the alleged damages in his complaint, but he seeks

damages sustained by the Company as a result of the defendants’ breaches of fiduciary duties, corporate governance changes,

restitution, and disgorgement of profits from the defendants and attorneys’ fees and other litigation expenses.

agreed to temporarily stay the Klein Lawsuit until there is a ruling on the motion to dismiss filed in the consolidated Bush

On June 17, 2022, the court substituted the executrix of Klein’s estate as the plaintiff.

The Company has

not recorded an accrual related to this matter as of June 30, 2022 as it determined that any such loss contingency was either not

probable or estimable.

December 23, 2020, another shareholder derivative action, captioned Bhatia (derivatively on behalf of Blink Charging Co.) v.

al., Case No.

20-27632CA01, was filed in Miami-Dade County Circuit Court against the same defendants sued in the Klein Lawsuit and asserting

similar claims, as well as additional claims relating to the Company’s nomination, appointment and hiring of minorities and women

and the Company’s decision to retain its outside auditor (the “Bhatia Lawsuit”).

On February 17, 2021, the parties

agreed to consolidate the Klein and Bhatia actions, which the court consolidated under the caption In re Blink Charging Company Stockholder

Derivative Litigation, Lead Case No.

et al., Case No.

20-27632CA01, was filed in Miami-Dade County Circuit Court against the same defendants sued in the Klein Lawsuit

and asserting similar claims, as well as additional claims relating to the Company’s nomination, appointment and hiring of

minorities and women and the Company’s decision to retain its outside auditor (the “Bhatia Lawsuit”).

17, 2021, the parties agreed to consolidate the Klein and Bhatia actions, which the court consolidated under the caption In re Blink

Charging Company Stockholder Derivative Litigation, Lead Case No.

2020-019815-CA-01.

The parties also agreed to keep in place the temporary stay.

The court subsequently

vacated the consolidation order and explained the parties should first file a motion to transfer, which the parties have done.

wholly and completely disputes the allegations therein.

The Company has retained legal counsel in order to defend the action vigorously.

The Company has not recorded an accrual related to this matter as of March 31, 2022 as it determined that any such loss contingency was

either not probable or estimable.

The parties also agreed to keep in place the

temporary stay.

The court subsequently vacated the consolidation order and explained the parties should first file a motion to

transfer, which the parties have done.

On June 22, 2022, the court re-consolidated the Klein and Bhatia actions and reinstated

the temporary stay.

The Company wholly and completely disputes the allegations therein.

The Company has retained legal counsel in

order to defend the action vigorously.

The Company has not recorded an accrual related to this matter as of June 30, 2022 as it

determined that any such loss contingency was either not probable or estimable.

February 12, 2021, another shareholder derivative lawsuit, captioned Wolery (derivatively on behalf of Blink Charging Co.) v.

15 unchanged sentences

The defendants

do not admit any liability or wrongdoing in the settlement and will not make any cash payment as part of the settlement, but the Company

did not admit any liability or wrongdoing in the settlement and will not make any cash payment as part of the settlement, but the Company

will be responsible for paying the costs to give notice of the settlement to the Company’s shareholders and to pay $ 190 in attorney’s

fees to the plaintiff’s counsel which was accrued for as of March 31, 2022 and December 31, 2021, which was paid in April 2022.

fees to the plaintiff’s counsel which was paid in April 2022.

February 7, 2022, another shareholder derivative lawsuit, captioned McCauley (derivatively on behalf of Blink Charging Co.) v.

9 unchanged sentences

the motion to dismiss filed in the consolidated Bush Lawsuit.

The Company has not recorded an accrual related to this matter as of March

The Company has not recorded an accrual related to this matter as of June

30, 2022 as it determined that any such loss contingency was either not probable or estimable.

Company estimates an approximate cost of $ 155 to repair deployed chargers, which the Company owns as of March 31, 2022.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

to Unaudited Condensed Consolidated Financial Statements

thousands, except for share and per share amounts)

COMMITMENTS AND CONTINGENCIES – CONTINUED

Company estimates an approximate cost of $ 368 to repair deployed chargers, which the Company owns as of June 30, 2022.

NETWORK UPGRADES

6 unchanged sentences

to 4G LTE during 2022 (the “Upgrade”).

As of March 31, 2022, the Company estimates the Upgrade will cost approximately

upgrade certain of the Company’s owned and operated EV charging stations.

As of June 30, 2022, the remaining cost for the Upgrade is approximately $ 1,200 for certain of the Company’s

owned and operated EV charging stations.

During the six months ended June 30, 2022, the Company incurred $ 1,313 related to these upgrades.

EMPLOYMENT AGREEMENT

Mahi Reddy, is the Chief

Executive Officer of SemaConnect, LLC, a Blink Charging company, our wholly owned subsidiary (“SemaConnect”), which we formed

in connection with our recent acquisition of SemaConnect, Inc., as previously disclosed in our Current Report on Form 8-K filed with the

Securities and Exchange Commission (“SEC”) on June 14, 2022.

Reddy founded SemaConnect, Inc.

in October 2007 and served

as a director and its Chief Executive Officer until the closing of our acquisition of the company.

Reddy co-founded CBay Systems Ltd.,

a healthcare business process outsourcing company, and served as its Chief Operating Officer and President from August 1998 to September

Reddy received a B.A.

degree from St.

Joseph’s College in Bangalore, India.

In connection with the SemaConnect

acquisition, Mahi Reddy entered into an employment offer letter (the “Offer Letter”) on June 15, 2022 with our SemaConnect

subsidiary setting forth the terms of his employment and compensation.

Reddy’s term of employment with SemaConnect is for one

year, and we have the right to either (i) renew his term of employment with SemaConnect for an additional one-year term or (ii) offer

him a new position as a service provider on terms to be negotiated at such time.

In accordance with the Offer Letter, Mr.

Reddy receives

a base salary of $ 31,250 per month ($ 375,000 annually) and is eligible to receive an annual bonus in an amount of up to 50 % of his base

salary, to be paid based on achieving Key Performance Indicators (“KPIs”) to be established by SemaConnect in collaboration

Reddy is also entitled

to receive equity awards in the form of restricted common stock of our company (“RCSs”) with an aggregate annual value of

up to 50% of his base salary, subject to adjustment from time to time, under our 2018 Incentive Compensation Plan (the “Plan”).

The RCSs would vest in equal one-third increments on each anniversary of the date of grant, provided that Mr.

Reddy (i) is employed by

SemaConnect on each such date and (ii) satisfies the KPIs and other performance criteria established by the Plan.

Additionally, Mr.

Reddy is entitled to certain severance benefits upon

the occurrence of one of the following events:

(i) we do not elect to renew Mr.

Reddy’s employment with SemaConnect or offer him

a position as a service provider (a “Non-renewal Trigger Event”) or (ii) SemaConnect terminates Mr.

Reddy’s employment

without cause (a “Termination Trigger Event”).

Upon a Non-renewal Trigger Event, Mr.

Reddy is entitled to three months of

his base salary.

Upon a Termination Trigger Event, Mr.

Reddy is entitled to his base salary for an additional number of months equal to

the number of months he was employed with SemaConnect, not to exceed 12 months.

SUBSEQUENT EVENTS

April 22, 2022, pursuant to a Sale and Purchase Agreement dated April 22, 2022, the Company closed and acquired, through its

Dutch subsidiary, Blink Holdings B.V., all of the outstanding capital stock of Electric Blue Limited, a private company limited by

shares and registered in England and Wales (“EB”), from its shareholders.

Headquartered in St.

Albans, United Kingdom, EB

is a leading, independently owned provider of electric vehicle charging and sustainable energy solutions and technologies.

EB works with

local authorities and businesses to create the infrastructure the United Kingdom needs to meet the 2050 net zero emissions target and

prepare for the 2030 ban on the sale of new petrol and diesel cars and vans.

purchase price for the acquisition of all of EB’s outstanding capital stock was up to 18,000

British Pounds (“GBP”) (approximately

consisting of 10,000

GBP (approximately $ 13,000 )

in cash, and 3,000

GBP (approximately $ 3,900 )

represented by 152,803

shares of the Company’s common stock

(the “Consideration Shares”).

The number of Consideration Shares was calculated based on the volume weighted average price

of the Company’s common stock during the 30 consecutive trading days ending on the closing date of the Sale and Purchase

Agreement, which equalled $ 25.17

Company also agreed in the Sale and Purchase Agreement, provided EB reaches specified gross revenue or new EV charger installation targets

over the three years post-closing, to issue up to 5,000

GBP (approximately $ 6,500 )

in additional shares of its common stock to EB shareholders (the “Earn-Out”) .

the Consideration Shares to be issued to the EB shareholders at closing, the sum of 500 GBP (approximately $ 650 ) in cash and 25,466 shares

of common stock (valued at 500 GBP or approximately $ 650 ) are being held in escrow accounts for periods of 12 months (cash escrow) and

18 months (stock escrow), respectively, following the closing to cover any losses or damages the Company may incur by reason of, among

other things, any misrepresentation or breach of warranty by EB under the Sale and Purchase Agreement.

April 19, 2022, the Company signed a non-binding letter of intent with a U.S.

privately-held company (the “Target”) providing

for the possible purchase by the Company of all of the outstanding shares of the Target from its shareholders in consideration for cash,

a note and, under certain circumstances, shares of common stock of a subsidiary of the Company or, if such subsidiary’s shares

are not publicly-traded, common stock of the Company.

In addition, in the letter of intent, the Company agreed to extend a loan of $ 1,000

to the Target (the “Loan”), which was subsequently made by the Company pursuant to a 6 %

Secured Convertible Promissory Note signed by

Under the terms of the Loan, if the Company proceeds with the possible stock purchase of the Target, the principal and accrued

interest amount under the Loan will be deducted from the cash consideration paid to the Target’s shareholders at closing.

the Company determines not to proceed with the possible stock purchase of the Target, the Loan will continue to accrue 6 %

interest per annum, and mature on the earliest

of (i) a “Change of Control” (as defined);

(ii) the closing of the next investment round by the Target;

(iii) an Event of

Default (as defined);

or (iv) May 1, 2027.

July 29, 2022, Michael D.

Farkas, the Company’s Chairman and Chief Executive Officer, and other senior executives of the company

who are responsible for the acquisition and integration of SemaConnect, at the discretion of Mr.

Farkas, were granted one-time performance-based

restricted stock awards under the Company’s 2018 Incentive Compensation Plan.

A total number of 590,458 shares of common stock,

with a market value on the grant date of $ 12.5 million, were awarded to the executives.

The agreements provide that Messrs.

Farkas, Brendan

Jones, President, Michael P.

Rama, Chief Financial Officer, Aviv Hillo, General Counsel, and Harjinder Bhade, Chief Technology Officer,

will each receive 472,367 , 47,237 , 23,618 , 23,618 and 23,618 shares of common stock, respectively.

The awards of performance-based restricted stock are

intended to provide an appropriate incentive structure for the executive management team of our company to integrate and commercialize

the SemaConnect acquisition given the transformational nature of the acquisition in a way that is aligned with stockholder interests.

The awards of these performance-based restricted stock become vested based on a series of six performance hurdles that must be achieved

before the third anniversary of the grants, as described in greater detail below.

In addition to the closing of the SemaConnect acquisition

with certain cost savings as the initial 20% vesting event, the vesting of the remaining 80% of the restricted stock is generally determined

based on the (i) integration of SemaConnect’s hardware and software platforms, (ii) integration of its business processes, (iii)

integration of its human capital processes, (iv) delivery and execution of a product rationalization roadmap and new productionready units

for UL certification, and (v) our common stock’s closing price reaching on average for a period of ten consecutive trading days

a price of $ 23.78 , which is 50 % over the price paid by us to SemaConnect shareholders in the acquisition, in each case without regard

to the order of achieving the foregoing hurdles.

The Board has discretion to determine when each performance hurdle has been achieved

and to accelerate awards pursuant to the program.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements