What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-11-09 compared with 2022-08-09 · 489 added, 439 removed, 252 unchanged (79% of the section changed)

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Note Regarding Forward-Looking Information

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(together with its subsidiaries,

“Blink” and the “Company”) as of June 30, 2022 and for the three and six months ended June 30, 2022 and 2021

should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in

this Quarterly Report on Form 10-Q.

“Blink” or the “Company”) as of September 30, 2022 and for the three and nine months ended September 30, 2022

and 2021 should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere

in this Quarterly Report on Form 10-Q.

References in this Management’s Discussion and Analysis of Financial Condition and Results

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elsewhere in this Quarterly Report, particularly in Part II, Item IA - Risk Factors.

Blink Charging, our highest priority remains the safety, health and well-being of our employees, their families and our communities and

we remain committed to serving the needs of our customers and business partners.

The Covid-19 pandemic is a highly fluid situation and

it is not currently possible for us to reasonably estimate the impact it may have on our financial and operating results.

We will continue

to evaluate the impact of the ongoing presence of Covid-19 and multiple Covid-19 variants on our business as we learn more and the impact

of Covid-19 on our industry becomes clearer.

Blink, our highest priority remains the safety, health and well-being of our employees, their families and our communities and we remain

committed to serving the needs of our customers and business partners.

The Covid-19 pandemic is a fluid situation and it is not currently

possible for us to reasonably estimate the impact it may have on our financial and operating results.

We will continue to evaluate the

impact of the ongoing presence of Covid-19 and multiple Covid-19 variants on our business as we learn more and the impact of Covid-19

on our industry becomes clearer.

one or more of these uncertainties, risks and other influences, could materially affect our results of operations and whether forward-looking

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to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.

are reported in thousands.

dollar amounts are reported in thousands.

are a leading owner, operator, and provider of electric vehicle (“EV”) charging equipment and networked EV charging services

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Blink’s principal line of products and services is its nationwide Blink

EV charging network (the “Blink Network”) and Blink EV charging equipment, also known as electric vehicle supply equipment

EV charging networks (the “Blink Networks”) and Blink EV charging equipment, also known as electric vehicle supply equipment

(“EVSE”), and other EV-related services.

The Blink Network is a proprietary, cloud-based system that operates, maintains,

The Blink Networks are a proprietary, cloud-based system that operates, maintains,

and manages Blink charging stations and handles the associated charging data, back-end operations, and payment processing.

Network provides property owners, managers, parking companies, and state and municipal entities (“Property Partners”), among

Networks provide property owners, managers, parking companies, and state and municipal entities (“Property Partners”), among

other types of commercial customers, with cloud-based services that enable the remote monitoring and management of EV charging stations.

The Blink Network also provides EV drivers with vital station information, including station location, availability, and fees (if applicable).

The Blink Networks also provide EV drivers with vital station information, including station location, availability, and fees (if applicable).

order to capture more revenues derived from providing EV charging equipment to commercial customers and to help differentiate Blink in

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and the percentage of revenue shared.

our Blink-owned turnkey business model, Blink incurs the costs of the charging equipment

and installation.

We own and operate the EV charging station and provide connectivity of

the charging station to the Blink Network.

In this model, which favors recurring revenues,

Blink incurs most costs associated with the EV charging stations;

thus, Blink retains substantially

all EV charging revenues after deducting network connectivity and processing fees.

our Blink-owned hybrid business model, Blink incurs the costs of the charging equipment

while the Property Partner incurs the costs of installation costs.

We own and operate the

EV charging station and provide connectivity of the charging station to the Blink Network.

In this model, the Property Partner incurs the

installation costs associated with the EV station;

thus, Blink shares a more generous portion

of the EV charging revenues with the Property Partner generated from the EV charging station

our Blink-owned turnkey business model, Blink incurs the costs of the charging equipment and installation.

We own and operate

the EV charging station and provide connectivity of the charging station to the Blink Networks.

In this model, which favors recurring

revenues, Blink incurs most costs associated with the EV charging stations;

thus, Blink retains substantially all EV charging revenues

after deducting network connectivity and processing fees.

In our Blink-owned hybrid

business model, Blink incurs the costs of the charging equipment while the Property Partner incurs the costs of installation

We own and operate the EV charging station and provide connectivity of the charging station to the Blink Networks.

model, the Property Partner incurs the installation costs associated with the EV station;

thus, Blink shares a more generous portion of the EV charging revenues with the Property Partner generated from the EV charging station

after deducting network connectivity and processing fee.

our host-owned business model, the Property Partner purchases, owns and operates the

Blink EV charging station and incurs the installation costs.

Blink works with the Property

Partner, providing site recommendations, connectivity to the Blink Network, payment processing,

and optional maintenance services.

In this model, the Property Partner retains and keeps

all the EV charging revenues after deducting network connectivity and processing fees.

our Blink-as-a-Service model, Blink owns and operates the EV charging station, while

the Property Partner incurs the installation cost.

The Property Partner pays to Blink a fixed

monthly fee and keeps all the EV charging revenues after deducting network connectivity and

processing fees.

In our host-owned

business model, the Property Partner purchases, owns and operates the Blink EV charging station and incurs the installation costs.

Blink works with the Property Partner, providing site recommendations, connectivity to the Blink Networks, payment processing, and

optional maintenance services.

In this model, the Property Partner retains and keeps all the EV charging revenues after deducting

network connectivity and processing fees.

In our Blink-as-a-Service

model, Blink owns and operates the EV charging station, while the Property Partner incurs the installation cost.

Partner pays to Blink a fixed monthly fee and keeps all the EV charging revenues after deducting network connectivity and processing

part of Blink’s mission to facilitate the adoption of EVs through the deployment and operation of EV charging infrastructure globally,

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hubs, and workplace locations.

As of June 30, 2022, we sold or deployed 51,073 chargers , of which

37,184 were in Blink’s networks (21,097 Level 2 publicly accessible commercial chargers, 14,485 Level 2 private commercial chargers,

303 DC Fast Charging EV publicly accessible chargers, 129 DC Fast Charging EV private chargers, and 1,170 residential Level 2 Blink EV

chargers, included herein are 2,480 chargers pending to be commissioned), and the remaining 13,889 were non-networked, on other networks

or international sales or deployments (826 Level 2 commercial chargers, 48 DC Fast Charging chargers, 10,206 residential Level 2 Blink

EV chargers, 1,783 sold to other US Networks, 946 sold internationally and 80 deployed internationally).

Charger units herein are

net of swap-out or replacement units.

reflected in our unaudited condensed consolidated financial statements as of June 30, 2022, we had a cash balance of $85,136, working

of September 30, 2022, we sold or deployed 58,907 chargers, of which 43,926 were in Blink’s Networks (26,883 Level 2 publicly accessible

commercial chargers, 15,299 Level 2 private commercial chargers, 231 DC Fast Charging EV publicly accessible chargers, 91 DC Fast Charging

EV private chargers, and 1,422 residential Level 2 Blink EV chargers, included herein are 3,072 chargers pending to be commissioned).

Included in Blink’s Networks are 4,354 chargers owned by Blink.

The remaining 14,981 were non-networked, on other networks or international

sales or deployments (925 Level 2 commercial chargers, 20 DC Fast Charging chargers, 10,661 residential Level 2 Blink EV chargers, 2,237

sold to other US Networks, 1,058 sold internationally and 80 deployed internationally).

Charger units herein are net of swap-out or replacement

reflected in our unaudited condensed consolidated financial statements as of September 30, 2022, we had a cash balance of $57,019, working

capital of $64,442, and an accumulated deficit of $305,881.

During the three and six months ended June 30, 2022, we incurred net losses

of $22,621 and $37,764, respectively.

have not yet achieved profitability.

June 15, 2022, we 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.

aggregate fair purchase price is $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 the Closing;

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.

April 22, 2022, pursuant to a Sale and Purchase Agreement dated April 22, 2022, we acquired, through our 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.

During the three and nine months ended September 30, 2022, we incurred net

losses of $25,647 and $63,411, respectively.

We have not yet achieved profitability.

On 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).

Following the closing 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 purchase price was $200,573,

which included 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) of which $46,136 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 with a fair value of $113,837.

Included in the cash consideration

was $8,103 related to payments due to stock option holders of SemaConnect.

Subsequent to the closing of the acquisition, payments to the

stock option holder were made after the stock option holder signed an option cash-out agreement

On 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.

fair values 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

Of 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

Albans, United Kingdom, EB is a leading 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 was $19,317, consisting of $12,651 in cash, 152,803 shares of the Company’s common stock with a fair value of $2,852,

plus the contingent consideration described in the following paragraph.

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 $3,814.

As of September 30, 2022, the estimated fair value of

the Contingent Consideration was $4,030.

Of 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 Agreement.

At-the-Market

On September 2, 2022, we entered into a Sales Agreement (“Sales

Agreement”) with Barclays Capital Inc., BofA Securities, Inc., HSBC Securities (USA) Inc., ThinkEquity LLC, H.C.

Co., LLC and Roth Capital Partners, LLC (the “Agents”) to conduct an “at-the-market” (ATM) equity offering program

pursuant to which we may issue and sell from time to time shares of our common stock, having an aggregate offering price of up to $250,000

through the Agents, as the Company’s sales agents (the “ATM”).

Subject to the terms and conditions of the Sales Agreement,

the Agents will use their commercially reasonable efforts to sell shares of our common stock from time to time, based upon our instructions.

We have no obligation to sell any of the shares and may at any time suspend sales under the Sales Agreement or terminate the Sales Agreement

in accordance with its terms.

We have provided the Agents with customary indemnification rights, and the Agents will be entitled to an

aggregate fixed commission of up to 3% of the gross proceeds from shares sold.

The shares are being offered pursuant to the Sales Agreement

under our automatic shelf registration statement on Form S-3ASR and a prospectus supplement thereto filed with SEC on January 6, 2021

and September 2, 2022, respectively.

As of November 3, 2022, no shares have been sold pursuant to the ATM program.

We currently anticipate using the net proceeds from the sale

of our shares of common stock under the ATM program to supplement our operating cash flows to fund EV charging station deployment and

our acquisition growth plan.

We also plan to use any remaining proceeds we receive for working capital and other corporate purposes.

amounts and timing of our use of the net proceeds will depend on a number of factors, such as the timing and progress of our EV charging

station deployment efforts, the timing and progress of any partnering and collaboration efforts and technological advances.

Product and Service Offerings

January 2022, we announced the next generation of Level 2 chargers to enhance our offering for the residential and the Fleet multifamily

residential markets.

The HQ 200 Basic is a non-networked residential product and the HQ 200 Smart is a networked residential product.

The MQ 200 product is an ideal product for the Fleet and multifamily residential markets.

Furthermore , in January 2022, Blink

announced the Fleet Management Portal targeted at commercial, municipal and federal fleets that are interested in electrifying their

fleets for planning, managing, optimizing their fleets for departure and energy costs.

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);

In January 2022, we announced the next generation of Level

2 chargers to enhance our offering for the residential and the Fleet multifamily residential markets.

The HQ 200 Basic is a non-networked

residential product and the HQ 200 Smart is a networked residential product.

The MQ 200 product is an ideal product for the Fleet and

multifamily residential markets.

Further, in January 2022, Blink announced the Fleet Management Portal targeted at commercial, municipal

and federal fleets that are interested in electrifying their fleets for planning, managing, optimizing their fleets for departure and

energy costs.

of Intent and Loan

On 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 the letter of intent, the Company agreed to extend a loan of $1,250 to the Target (the “Initial Loan”), of which, $1,000

was loaned by the Company during the 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 Initial Loan, if the Company proceeds with the possible stock purchase of the Target,

the principal and accrued interest amount under the Initial 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 Initial

Loan will continue to accrue 6% interest per annum, and mature on the earliest of (i) a “Change of Control” (as defined in

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

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

or (iv) May 1, 2027.

(iii) an Event of Default (as defined in such note);

September 22, 2022, the Company signed a letter agreement concerning the extension of the development work that the Target was

performing for a wholly owned subsidiary of the Company (the “Subsidiary”) under a Master Service Agreement that was

executed on April 29, 2022 (the “Letter Agreement”).

Under the Letter Agreement, the Company agreed to extend additional

loans to the Target to enable it to expand the development work and to expedite the delivery of the development outcomes (the

“Product”) to the Subsidiary.

In addition, the Letter Agreement provided that the Company will extend to the Target

additional funding of up to $350 for hiring additional developers and an additional $600 to support the Target’s operations

until the development work is finalized and accepted by the Company, which will be no later than November 30, 2022, or such later

date that the parties may agree upon.

The total amount of the loans may reach up to $950 (the “Development Loan”), in

each case upon the Target’s request along with appropriate back-up documentation for such loan.

$250 was loaned by the Company

in September 2022.

The Development Loan was made pursuant to a 6% Grid Secured Convertible Promissory Note and an

additional letter agreement, dated September 22, 2022, signed by the Target with terms and conditions similar to those of the

Initial Loan (the “Grid Note”).

The Development Loan has additional terms which provide that the Company may forfeit the

Development Loan if the Target timely delivers the Product and the Company fails to close the acquisition of the Target shortly

If, however, the Target fails to complete the development work on time, the Company will not be obligated to close the

acquisition of the Target and the entire Development Loan will be payable to the Company under the same terms of the Initial

on Covid-19 and Current Economic Conditions

Covid-19 pandemic has impacted global stock markets and economies.

We closely monitor the impact of the continuing presence of Covid-19

and recently identified variants of Covid-19 which appear to be more transmissible and contagious than previous Covid-19 variants and

have caused an increase in the number of Covid-19 cases globally.

We have taken and continue to take precautions to ensure the safety

of our employees, customers and business partners, while assuring business continuity and reliable service and support to our customers.

We continue to receive orders for our products, although some shipments of equipment have been temporarily delayed.

The global chip shortage

and supply chain disruption has caused some delays in equipment orders from our contract manufacturer.

As federal, state and local economies

begin to return to pre-pandemic levels, we expect demand for charging station usage to increase, however, we are unable to predict the

extent of such recovery due to the uncertainty of Covid-19.

As a result, we are unable to predict the ultimate impact of equipment order

delays, chip shortage and continuous presence of Covid-19 will have on our business, future results of operations, financial position,

or cash flows.

We intend to continue to monitor the impact of the Covid-19 pandemic on our business closely.

For a further discussion

of the risks, uncertainties and actions taken in response to the COVID-19 pandemic, refer to Item 1A “Risk Factors”.

We closely monitor the impact of the continuing presence of

Covid-19 and recently identified variants of Covid-19 which appear to be more transmissible and contagious than previous Covid-19

variants and have caused an increase in the number of Covid-19 cases globally.

We have taken and continue to take precautions to

ensure the safety of our employees, customers and business partners, while assuring business continuity and reliable service and

support to our customers.

We continue to receive orders for our products, although some shipments of equipment have been temporarily

The global chip shortage and supply chain disruption has caused some delays in equipment orders from our contract

manufacturer.

As federal, state and local economies have reopened and returns to pre-pandemic levels, we expect demand for charging

station usage to increase, however, we are unable to predict the extent of such recovery due to the uncertainty of Covid-19.

Additionally, other recent macroeconomic events including rising inflation, slowing economic growth, changes in U.S.

government monetary policies, supply chain disruptions, fluctuations in currency exchange rates and the Russian invasion of Ukraine

have led to further economic uncertainty.

As a result, we are unable to predict the ultimate impact of equipment order delays, chip

shortage, the impact of other economic conditions and continuous presence of Covid-19 will have on our business, future results of

operations, financial position, or cash flows.

We intend to continue to monitor the impact of the Covid-19 pandemic and other global

economic factors on our business closely.

For a further discussion of the risks, uncertainties and actions taken in response to the

COVID-19 pandemic, refer to Item 1A “Risk Factors”.

Factors Affecting Operating Results

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For The Three Months Ended

For the Six Months Ended

For the Nine Months Ended

Product sales

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Interest (expense) income

Dividend and interest income

Gain on forgiveness of PPP loan

Loss on settlement

Loss on foreign exchange

Change in fair value of derivative and other liabilities

Change in fair value of derivative and other

Other (expense) income

Total Other Expense

Months Ended June 30, 2022 Compared With Three Months Ended June 30, 2021

revenue for the three months ended June 30, 2022 increased by $7,131, or 164%, to $11,486 compared to $4,355 during the three months

ended June 30, 2021.

from product sales was $8,828 for the three months ended June 30, 2022 compared to $3,267 during the three months ended June 30,

Months Ended September 30, 2022 Compared With Three Months Ended September 30, 2021

revenue for the three months ended September 30, 2022 increased by $10,845, or 169%, to $17,247 compared to $6,402 during the three months

ended September 30, 2021.

from product sales was $13,358 for the three months ended September 30, 2022 compared to $4,824 during the three months ended September

30, 2021, an increase of $8,534, or 177%.

This increase was attributable to increased sales of commercial chargers, DC fast chargers and

residential chargers when compared to the same period in 2021 as well as product sales of $1,213 from EB which we acquired in April

This increase was attributable to increased sales of commercial chargers, DC fast chargers

and residential chargers when compared to the same period in 2021.

Also contributing to the increase in product sales was $886 from EB, which we acquired in April

2022, and $5,935 from SemaConnect, which we acquired in June 2022.

service revenue from Company-owned charging stations was $1,494 for the three months ended June 30, 2022 as compared to $586 for the

three months ended June 30, 2021, an increase of $908, or 155%.

The increase is due to the increase in utilization of chargers, an

increased number of chargers on the Blink networks.

fee revenues were $472 for the three months ended June 30, 2022 compared to $106 for the three months ended June 30, 2021, an increase

service revenue from Company-owned charging stations was $1,256 for the three months ended September 30, 2022 compared to $908 for

the three months ended September 30, 2021, an increase of $348, or 38%.

The increase is due to the increase in utilization of chargers,

an increased number of chargers on the Blink networks.

fee revenues were $1,456 for the three months ended September 30, 2022 compared to $205 for the three months ended September 30, 2021,

an increase of $1,251, or 610%.

The increase was attributable to increases in host owned units as well as billings and invoicing to Property

Partners during the three months ended September 30, 2022 compared to the months ended September 30, 2021.

revenues were $309 for the three months ended September 30, 2022 compared to $87 for the three months ended September 30, 2021, an increase

of $222, or 255%.

The increase was attributable to increases in host owned units as well as billings and invoicing to Property Partners

during the three months ended June 30, 2022 compared to the months ended June 30, 2021.

revenues were $99 for the three months ended June 30, 2022 compared to $19 for the three months ended June 30, 2021, an increase of $80

The increase was primarily attributable to an increase in warranty contracts sold for the three months ended June 30, 2022 compared

to the three months ended June 30, 2021.

As of June 30 ,

2022, we recorded a liability of $43 which represents the estimated cost of existing backlog of known warranty cases.

and rebate revenues were $125 during the three months ended June 30, 2022, compared to $74 during the three months ended June 30, 2021,

The increase was primarily attributable to an increase in warranty contracts sold for the three months ended September

30, 2022 compared to the three months ended September 30, 2021.

and rebate revenues were $83 during the three months ended September 30, 2022 compared to $55 during the three months ended September

30, 2021, an increase of $28, or 51%.

The increase in revenue was primarily related to the timing of the

amortization of previous years’ state grants/rebates associated with the installation of chargers during the three months ended

June 30, 2022 and 2021.

services revenues were $279 during the three months ended June 30, 2022 compared to $189 during the three months ended June 30, 2021,

The increase in revenue was primarily related to the timing

of the amortization of previous years’ state grants/rebates associated with the installation of chargers during the three months

ended September 30, 2022 and 2021.

services revenues were $367 during the three months ended September 30, 2022 compared to $270 during the three months ended September

30, 2021, an increase of $97, or 36%.

These revenues are derived from ride-sharing subscription services through a program with the City of Los

Angeles, which was associated with the acquisition of BlueLA in September 2020.

revenue increased by $75 to $189 for the three months ended June 30, 2022 as compared to $114 for the three months ended June 30, 2021.

The increase was primarily attributable to higher Low Carbon Fuel Standard (LCFS) credits generated during the three months ended June

30, 2022 compared to the same period in 2021.

We generate these credits from the electricity utilized by our electric car charging stations

as a byproduct from our charging services in the states of California and Oregon.

of revenues primarily consists of electricity reimbursements, revenue share payments to our Property Partner hosts, the cost of charging

stations sold, connectivity charges provided by telco and other networks, warranty, repairs and maintenance services, and depreciation

of our installed charging stations.

Cost of revenues for the three months ended June 30, 2022 were $9,529 as compared to $3,711 for the

three months ended June 30, 2021, an increase of $5,818, or 157%.

There is a degree of variability in our costs in relationship to our

revenues from period to period, primarily due to:

● electricity

reimbursements that are unique to those Property Partner host agreements which provide for

such reimbursements;

share payments are predicated on the contractual obligation under the property partner agreement

and the revenue generated by the applicable chargers;

of charging stations sold is predicated on the mix of types of charging stations and parts

sold during the period;

costs are fixed in nature based on the number of chargers connected to the telco network

regardless of whether the charger generates revenue;

These revenues are derived from ride-sharing subscription services through a program with the City

of Los Angeles, which was associated with the acquisition of BlueLA in September 2020.

revenue increased by $365 to $418 for the three months ended September 30, 2022 compared to $53 for the three months ended September

The increase was primarily attributable to higher Low Carbon Fuel Standard (LCFS) credits generated during the three months

ended September 30, 2022 compared to the same period in 2021.

We generate these credits from the electricity utilized by our electric

car charging stations as a byproduct from our charging services in the states of California and Oregon.

Cost of revenues primarily consists of electricity reimbursements,

revenue share payments to our Property Partner hosts, the cost of charging stations sold, connectivity charges provided by telco and other

networks, warranty, repairs and maintenance services, and depreciation of our installed charging stations.

Cost of revenues for the three

months ended September 30, 2022 were $12,466 compared to $5,510 for the three months ended September 30, 2021, an increase of $6,956,

There is a degree of variability in our costs in relationship to our revenues from period to period, primarily due to:

reimbursements that are unique to those Property Partner host agreements which provide for such reimbursements;

share payments are predicated on the contractual obligation under the property partner agreement and the revenue generated by the

applicable chargers;

of charging stations sold is predicated on the mix of types of charging stations and parts sold during the period;

costs are fixed in nature based on the number of chargers connected to the telco network regardless of whether the charger generates

for excess and obsolete inventory;

and repairs and maintenance expenses are based on both the number of service cases completed

during the period.

Cost of product sales increased

by $4,004, or 169%, from $2,365 for the three months ended June 30, 2021 as compared to $6,369 for the three months ended June 30, 2022.

The increase was primarily due to the increase in product sales of commercial chargers, DC fast chargers and home residential chargers

during the three months ended June 30 , 2022 compared to the same period in 2021 as well as cost

of product sales of $794 from EB which we acquired in April 2022 and $533 from SemaConnect which we acquired in June 2022.

three months ended June 30 , 2022 included an increase in the provision for excess and obsolete

inventory of $82 compared to $109 during the three months ended June 30 , 2021.

of charging services-company-owned charging stations (electricity reimbursements) increased by $291 to $351 for the three months ended

June 30, 2022 as compared to $60 for the three months ended June 30, 2021.

The increase in 2022 was attributable to the mix of charging

stations generating charging service revenues subject to electricity reimbursement.

provider fees increased by $681, or 486%, to $821 during the three months ended June 30, 2022 as compared to $140 during the three months

ended June 30, 2021.

This increase was a result of the mix of chargers generating revenue and their corresponding revenue share percentage

payments to Property Partner hosts pursuant to their agreements, as well as a reduction in utilization during 2021 due to COVID-19.

costs increased by $88 or 94%, to $182 during the three months ended June 30, 2022 as compared to $94 during the three months ended June

The increase was a result of the increase in charging stations on our network and costs incurred related to the upgrading of

our network system as compared to the same period in 2021.

and repairs and maintenance costs increased by $327, or 167%, to $523 during the three months ended June 30, 2022 from $196 during the

three months ended June 30, 2021.

The increase in 2022 was attributable to significant efforts

expended to reduce the backlog in warranty and repairs and maintenance cases.

As of June 30 ,

2022, we recorded a liability of $43 which represents the estimated cost of existing backlog of known warranty cases.

of ride-sharing services was $659 during the three months ended June 30, 2022 compared to $424 during the 2021 period, an increase of

$235, which was due to increase in operating expenses as a result of an increase in vehicles used in this operation.

These costs are

from ride-sharing subscription services through a program with the City of Los Angeles, which was associated with the acquisition of

BlueLA in September 2020.

and amortization expense increased by $192, or 44%, to $624 for the three months ended June 30, 2022 as compared to $432 for the three

months ended June 30, 2021.

The increase in depreciation expense was attributable to an increase

in the number of EV charging stations and vehicles associated with the ride-share services.

expense increased by $1,609, or 18%, to $10,779 (consisting of approximately $9,800 of cash compensation and benefits and approximately

$1,000 of non-cash compensation) for the three months ended June 30, 2022.

Compensation expense was $9,170 (consisting of approximately

$5,600 of cash compensation and benefits and approximately $3,600 of non-cash compensation) for the three months ended June 30, 2021.

The increase in compensation expense for the three months ended June 30, 2022 compared to the same period in 2021 was primarily related

to increases in personnel and compensation in executive, marketing, sales and operations departments as a result of the anticipated domestic

and international growth of the Company.

In addition, compensation expense during the three months ended June 30, 2022 compared to the

same period in 2021 increased due to additional personnel in conjunction with the acquisitions of SemaConnect and EB during the second

quarter of 2022.

General and administrative expenses

increased by $6,470, or 256%, to $9,002 for the three months ended June 30, 2022 as compared to $2,532 for the three months ended June

The increase was attributable to increases in accounting, legal, investor relations, marketing, consulting and other

professional service expenditures of $2147.

Furthermore, general and administrative expenses increased/ due to increases in amortization

expense of $1,577 related to the new acquisitions of SemaConnect and EB during the second quarter of 2022.

Also contributing to the increase

in general and administrative expenses were acquisition-related expenses of $3,216 related to the 2022 acquisitions of SemaConnect and

Other operating expenses increased

by $2,851, or 222%, to $4,138 for the three months ended June 30, 2022 from $1,287 for the three months ended June 30, 2021.

was attributable to increases in insurance, software licensing, annual shareholder’s meeting, hardware and software development

costs and property/use tax expenditures of $1,222.

Furthermore, increases in travel and vehicle expenses of $454, contributed to the increase

in other operating expenses for the three months ended June 30, 2022 compared to the same period in 2021.

Also contributing to the increase

in other operating expenses were operating expenditures related to the 2022 acquisitions of SemaConnect and EB.

During the three months

ended June 30, 2022, we incurred expenses of $972 related to the network upgrade to certain of the Company’s EV charging stations.

expense decreased by $455 or 41%, to $659 for the three months ended June 30, 2022 as compared to $1,114 for the three months ended June

net loss for the three months ended June 30, 2022 increased by $9,162, or 68%, to $22,621 as compared to $13,459 for the three months

ended June 30, 2021.

The increase was primarily attributable to an increase in compensation expense, general and administrative expenses

and expenses associated with the acquisitions of SemaConnect and EB during the three months ended June 30, 2022.

and repairs and maintenance expenses are based on both the number of service cases completed during the period.

Cost of product sales increased by $5,031, or 139%, from $3,632

for the three months ended September 30, 2021 compared to $8,663 for the three months ended September 30, 2022.

The increase was primarily

due to the increase in product sales of commercial chargers, DC fast chargers and home residential chargers during the three months ended

September 30, 2022 compared to the same period in 2021 as well as cost of product sales of $916 from EB, which we acquired in April 2022,

and $2,433 from SemaConnect, which we acquired in June 2022.

of charging services-company-owned charging stations (electricity reimbursements) increased by $35, or 18%, to $235 for the three months ended

September 30, 2022 compared to $200 for the three months ended September 30, 2021.

The increase in 2022 was attributable to the mix

of charging stations generating charging service revenues subject to electricity reimbursement.

provider fees increased by $510, or 110%, to $973 during the three months ended September 30, 2022 compared to $463 during the three

months ended September 30, 2021.

This increase was a result of the mix of chargers generating revenue and their corresponding revenue

share percentage payments to Property Partner hosts pursuant to their agreements, as well as a reduction in utilization during 2021 due

costs increased by $393, or 342%, to $508 during the three months ended September 30, 2022 compared to $115 during the three months

ended September 30, 2021.

The increase was a result of the increase in charging stations on our network and costs incurred related to

the upgrading of our network system compared to the same period in 2021.

and repairs and maintenance costs increased by $545, or 211%, to $803 during the three months ended September 30, 2022 from $258 during

the three months ended September 30, 2021.

The increase in 2022 was attributable to significant

efforts expended to reduce the backlog in warranty and repairs and maintenance cases.

of ride-sharing services was $470 during the three months ended September 30, 2022 compared to $422 during the 2021 period, an

increase of $48, or 11%, which was due to increase in operating expenses as a result of an increase in vehicles used in this

These costs are from ride-sharing subscription services through a program with the City of Los Angeles, which was

associated with the acquisition of BlueLA in September 2020.

and amortization expense increased by $394, or 94%, to $814 for the three months ended September 30, 2022 compared to $420 for the

three months ended September 30, 2021.

The increase in depreciation expense was attributable to

an increase in the number of EV charging stations and vehicles associated with the ride-share services.

expense increased by $5,860, or 50%, to $17,605 (consisting of $12,777 of cash compensation and benefits and $4,828 of non-cash share

based compensation) for the three months ended September 30, 2022.

Compensation expense was $11,745 (consisting of $5,448 of cash compensation

and benefits and $6,297 of non-cash share based compensation) for the three months ended September 30, 2021.

The increase in compensation

expense for the three months ended September 30, 2022 compared to the same period in 2021 was primarily related to increases in personnel

and compensation in executive, marketing, sales and operations departments as a result of the anticipated domestic and international

growth of the Company.

In addition, compensation expense during the three months ended September 30, 2022 compared to the same period

in 2021 increased due to additional personnel in conjunction with the acquisitions of SemaConnect and EB during the second quarter of

General and administrative expenses increased by $3,527, or

115%, to $6,594 for the three months ended September 30, 2022 compared to $3,067 for the three months ended September 30, 2021.

increase was primarily attributable to increases in accounting, legal, investor relations, marketing, consulting and other professional

service expenditures of $1,530.

Further, general and administrative expenses increased due to increases in amortization expense of $1,003

related to the acquisitions of SemaConnect and EB during the second quarter of 2022.

Also contributing to the increase in general and

administrative expenses were acquisition-related expenses of $509 related to the 2022 acquisitions of SemaConnect and EB.

Other operating expenses increased by $3,176, or 167%, to

$5,079 for the three months ended September 30, 2022 from $1,903 for the three months ended September 30, 2021.

The increase was primarily

attributable to increases in insurance, software licensing, hardware and software development costs and property/use tax expenditures

Further, increases in travel and vehicle expenses of $434, contributed to the increase in other operating expenses for the

three months ended September 30, 2022 compared to the same period in 2021.

Also contributing to the increase in other operating expenses

were operating expenditures related to the 2022 acquisitions of SemaConnect and EB.

During the three months ended September 30, 2022,

we incurred expenses of $1,799 related to the network upgrade to certain of the Company’s EV charging stations.

(Expense) Income

expense increased by $1,652, or 329%, to $1,150 for the three months ended September 30, 2022 compared to $502 of other income for

the three months ended September 30, 2021.

The increase in other expenses is primarily attributable to interest expense of $917

associated with the deferred payment from the SemaConnect acquisition.

Also contributing to the increase in other expenses is loss

on foreign currency exchange of $595.

Our net loss for the three months ended September 30, 2022

increased by $10,326, or 67%, to $25,647 compared to $15,321 for the three months ended September 30, 2021.

The increase was primarily

attributable to an increase in compensation expense, general and administrative expenses and expenses associated with the acquisitions

of SemaConnect and EB during second quarter of 2022.

Comprehensive Loss

total comprehensive loss for the three months ended June 30, 2022 was $24,893 whereas our total comprehensive loss for the three months

ended June 30, 2021 was $13,834.

Months Ended June 30, 2022 Compared With Six Months Ended June 30, 2021

revenue for the six months ended June 30, 2022 increased by $14,699, or 223%, to $21,286 compared to $6,587 during the six months ended

June 30, 2021.

from product sales was $16,880 for the six months ended June 30, 2022 compared to $4,938 during the six months ended June 30, 2021, an

increase of $11,942, or 242%.

This increase was attributable to increased sales of commercial chargers, DC fast chargers and residential

chargers when compared to the same period in 2021 as well as product sales of $1,211 from EB which we acquired in April 2022 and $1,124

from SemaConnect which we acquired in June 2022.

service revenue from Company-owned charging stations was $2,601 for the six months ended June 30, 2022 as compared to $768 for the six

months ended June 30, 2021, an increase of $1,833, or 239%.

The increase is due to the increase in utilization of chargers, an increased

number of chargers on the Blink networks.

fee revenues were $633 for the six months ended June 30, 2022 compared to $216 for the six months ended June 30, 2021, an increase of

$417, or 193%.

The increase was attributable to increases in host owned units as well as billings and invoicing to Property Partners

during the six months ended June 30, 2022 compared to the months ended June 30, 2021.

revenues were $166 for the six months ended June 30, 2022 compared to $31 for the six months ended June 30, 2021, an increase of $135

The increase was primarily attributable to an increase in warranty contracts sold for the six months ended June 30, 2022 compared

to the six months ended June 30, 2021.

As of June 30 ,

2022, we recorded a liability of $43 which represents the estimated cost of existing backlog of known warranty cases.

and rebate revenues were $200 during the six months ended June 30, 2022, compared to $224 during the six months ended June 30, 2021,

a decrease of $24, or 11%.

The decrease in 2022 in revenue was primarily related to the timing of the amortization of previous

years’ state grants/rebates associated with the installation of chargers during the six months ended June 30, 2022 and

services revenues were $518 during the six months ended June 30, 2022 compared to $235 during the six months ended June 30, 2021, an

increase of $283 or 120%.

These revenues are derived from ride-sharing subscription services through a program with the City of Los Angeles,

which was associated with the acquisition of BlueLA in September 2020.

revenue increased by $113 to $288 for the six months ended June 30, 2022 as compared to $175 for the six months ended June 30, 2021.

The increase was primarily attributable to higher Low Carbon Fuel Standard (LCFS) credits generated during the six months ended June

30, 2022 compared to the same period in 2021.

We generate these credits from the electricity utilized by our electric car charging stations

as a byproduct from our charging services in the states of California and Oregon.

of revenues primarily consists of electricity reimbursements, revenue share payments to our Property Partner hosts, the cost of charging

stations sold, connectivity charges provided by telco and other networks, warranty, repairs and maintenance services, and depreciation

of our installed charging stations.

Cost of revenues for the six months ended June 30, 2022 were $17,743 as compared to $5,847 for the

six months ended June 30, 2021, an increase of $11,896 or 203%.

There is a degree of variability in our costs in relationship to our

revenues from period to period, primarily due to:

● electricity

reimbursements that are unique to those Property Partner host agreements which provide for

such reimbursements;

share payments are predicated on the contractual obligation under the property partner agreement

and the revenue generated by the applicable chargers;

of charging stations sold is predicated on the mix of types of charging stations and parts

sold during the period;

costs are fixed in nature based on the number of chargers connected to the telco network

regardless of whether the charger generates revenue;

total comprehensive loss for the three months ended September 30, 2022 was $28,083 whereas our total comprehensive loss for the three

months ended September 30, 2021 was $15,877.

Months Ended September 30, 2022 Compared With Nine Months Ended September 30, 2021

revenue for the nine months ended September 30, 2022 increased by $25,543, or 197%, to $38,533 compared to $12,990 during the nine months

ended September 30, 2021.

Revenue from product sales was $30,238 for the nine months ended September

30, 2022 compared to $9,762 during the nine months ended September 30, 2021, an increase of $20,476, or 210%.

This increase was attributable

to increased sales of commercial chargers, DC fast chargers and residential chargers when compared to the same period in 2021.

Also contributing

to the increase product sales was $2,097 from EB, which we acquired in April 2022, and $7,059 from SemaConnect, which we acquired in June

service revenue from Company-owned charging stations was $3,857 for the nine months ended September 30, 2022 compared to $1,676 for

the nine months ended September 30, 2021, an increase of $2,181, or 130%.

The increase is due to the increase in utilization of chargers,

an increased number of chargers on the Blink networks.

fee revenues were $2,089 for the nine months ended September 30, 2022 compared to $421 for the nine months ended September 30, 2021,

an increase of $1,668, or 396%.

The increase was attributable to increases in host owned units as well as billings and invoicing to Property

Partners during the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021.

revenues were $475 for the nine months ended September 30, 2022 compared to $119 for the nine months ended September 30, 2021, an increase

of $356, or 299%.

The increase was primarily attributable to an increase in warranty contracts sold for the nine months ended September

30, 2022 compared to the nine months ended September 30, 2021.

and rebate revenues were $283 during the nine months ended September 30, 2022, compared to $280 during the nine months ended September

30, 2021, an increase of $3, or 1%.

The decrease in 2022 in revenue was primarily related to the

timing of the amortization of previous years’ state grants/rebates associated with the installation of chargers during the nine

months ended September 30, 2022 and 2021.

services revenues were $885 during the nine months ended September 30, 2022 compared to $504 during the nine months ended September 30,

2021, an increase of $381, or 76%.

These revenues are derived from ride-sharing subscription services through a program with the City

of Los Angeles, which was associated with the acquisition of BlueLA in September 2020.

revenue increased by $478, or 210%, to $706 for the nine months ended September 30, 2022 compared to $228 for the nine months ended September

The increase was primarily attributable to higher Low Carbon Fuel Standard (LCFS) credits generated during the nine months

ended September 30, 2022 compared to the same period in 2021.

We generate these credits from the electricity utilized by our electric

car charging stations as a byproduct from our charging services in the states of California and Oregon.

Cost of revenues primarily consists of electricity reimbursements,

revenue share payments to our Property Partner hosts, the cost of charging stations sold, connectivity charges provided by telco and other

networks, warranty, repairs and maintenance services, and depreciation of our installed charging stations.

Cost of revenues for the nine

months ended September 30, 2022 were $30,209 compared to $11,527 for the nine months ended September 30, 2021, an increase of $18,682,

There is a degree of variability in our costs in relationship to our revenues from period to period, primarily due to:

reimbursements that are unique to those Property Partner host agreements which provide for such reimbursements;

share payments are predicated on the contractual obligation under the property partner agreement and the revenue generated by the

applicable chargers;

of charging stations sold is predicated on the mix of types of charging stations and parts sold during the period;

costs are fixed in nature based on the number of chargers connected to the telco network regardless of whether the charger generates

for excess and obsolete inventory;

and repairs and maintenance expenses are based on both the number of service cases completed

during the period.

of product sales increased by $8,988, or 258%, from $3,483 for the six months ended June 30, 2021 as compared to $12,471 for the six

months ended June 30, 2022.

The increase was primarily due to the increase in product

sales of commercial chargers, DC fast chargers and home residential chargers during the six months ended June 30 ,

2022 compared to the same period in 2021 as well as cost of product sales of $794 from EB which we acquired in April 2022 and

$533 from SemaConnect which we acquired in June 2022.

Furthermore, six months ended June

30 , 2022 included an increase in the provision for excess and obsolete inventory of $203 compared

to a reduction of $191 during the six months ended June 30 , 2021 .

of charging services-company-owned charging stations (electricity reimbursements) increased by $424 to $534 for the six months ended

June 30, 2022 as compared to $110 for the six months ended June 30, 2021.

The increase in 2022 was attributable to the mix of charging

stations generating charging service revenues subject to electricity reimbursement.

provider fees increased by $1,105, or 414%, to $1,372 during the six months ended June 30, 2022 as compared to $267 during the six months

ended June 30, 2021.

This increase was a result of the mix of chargers generating revenue and their corresponding revenue share percentage

payments to Property Partner hosts pursuant to their agreements, as well as a reduction in utilization during 2021 due to COVID-19.

costs increased by $243 or 140%, to $416 during the six months ended June 30, 2022 as compared to $173 during the six months ended June

The increase was a result of the increase in charging stations on our network and costs incurred related to the upgrading of

our network system as compared to the same period in 2021.

and repairs and maintenance costs increased by $177 or 39%, to $634 during the six months ended June 30, 2022 from $457 during the six

months ended June 30, 2021.

The increase in 2022 was attributable to significant efforts expended

to reduce the backlog in warranty and repairs and maintenance cases.

As of June 30 , 2022,

we recorded a liability of $43 which represents the estimated cost of existing backlog of known warranty cases.

of ride-sharing services was $1,085 during the six months ended June 30, 2022 compared to $670 during the 2021 period, the increase was

due to an increase in operating expenses as a result of an increase in vehicles used in this operation.

and repairs and maintenance expenses are based on both the number of service cases completed during the period.

of product sales increased by $14,019, or 197%, from $7,115 for the nine months ended September 30, 2021 compared to $21,134 for the

nine months ended September 30, 2022.

The increase was primarily due to the increase in product sales of commercial chargers, DC fast

chargers and home residential chargers during the nine months ended September 30, 2022 compared to the same period in 2021, as well as

cost of product sales of $1,710 from EB, which we acquired in April 2022, and $2,966 from SemaConnect, which we acquired in June 2022.

of charging services-company-owned charging stations (electricity reimbursements) increased by $459, or 148%, to $769 for the nine months ended

September 30, 2022 compared to $310 for the nine months ended September 30, 2021.

The increase in 2022 was attributable to the mix

of charging stations generating charging service revenues subject to electricity reimbursement.

provider fees increased by $1,503, or 179%, to $2,345 during the nine months ended September 30, 2022 compared to $842 during the

nine months ended September 30, 2021.

This increase was a result of the mix of chargers generating revenue and their corresponding revenue

share percentage payments to Property Partner hosts pursuant to their agreements, as well as a reduction in utilization during 2021 due

costs increased by $617, or 201%, to $924 during the nine months ended September 30, 2022 compared to $307 during the nine months ended

September 30, 2021.

The increase was a result of the increase in charging stations on our network and costs incurred related to the upgrading

of our network system compared to the same period in 2021.

and repairs and maintenance costs increased by $694, or 93%, to $1,437 during the nine months ended September 30, 2022 from $743 during

the nine months ended September 30, 2021.

The increase in 2022 was attributable to significant

efforts expended to reduce the backlog in warranty and repairs and maintenance cases.

of ride-sharing services was $1,555 during the nine months ended September 30, 2022 compared to $1,092 during the 2021 period, an increase

$463, or 42%, due to an increase in operating expenses as a result of an increase in vehicles used in this operation.

These costs are from ride-sharing

subscription services through a program with the City of Los Angeles, which was associated with the acquisition of BlueLA in September

and amortization expense increased by $544, or 79%, to $1,231 for the six months ended June 30, 2022 as compared to $687 for the six

months ended June 30, 2021.

The increase in depreciation expense was attributable to an increase

in the number of EV charging stations and vehicles associated with the ride-share services.

expense increased by $6,120, or 44%, to $20,038 (consisting of approximately $17,000 of cash compensation and benefits and approximately

$3,000 of non-cash compensation) for the six months ended June 30, 2022.

Compensation expense was $13,918 (consisting of approximately

$9,900 of cash compensation and benefits and approximately $4,000 of non-cash compensation) for the six months ended June 30, 2021.

increase in compensation expense for the three months ended June 30, 2022 compared to the same period in 2021 was primarily related to

increases in personnel and compensation in executive, marketing, sales and operations departments as a result of the anticipated domestic

and international growth of the Company.

In addition, compensation expense during the three months ended June 30, 2022 compared to the

same period in 2021 increased due to additional personnel in conjunction with the acquisitions of SemaConnect and EB during the second

quarter of 2022.

General and administrative expenses

increased by $9,312, or 226%, to $13,429 for the six months ended June 30, 2022 as compared to $4,117 for the six months ended June 30,

The increase was attributable to increases in accounting, legal, investor relations, marketing, consulting and other professional

and amortization expense increased by $927, or 83%, to $2,045 for the nine months ended September 30, 2022 compared to $1,118 for

the nine months ended September 30, 2021.

The increase in depreciation expense was attributable

to an increase in the number of EV charging stations and vehicles associated with the ride-share services.

expense increased by $11,980, or 47%, to $37,643 (consisting of $29,827 of cash compensation and benefits and $7,816 of non-cash share-based

compensation) for the nine months ended September 30, 2022.

Compensation expense was $25,663 (consisting of $15,355 of cash compensation

and benefits and $10,308 of non-cash share based compensation) for the nine months ended September 30, 2021.

The increase in compensation

expense for the nine months ended September 30, 2022 compared to the same period in 2021 was primarily related to increases in personnel

and compensation in executive, marketing, sales and operations departments as a result of the anticipated domestic and international

growth of the Company.

In addition, compensation expense during the nine months ended September 30, 2022 compared to the same period

in 2021 increased due to additional personnel in conjunction with the acquisitions of SemaConnect and EB during the second quarter of

General and administrative expenses increased by $12,913, or

182%, to $20,023 for the nine months ended September 30, 2022 compared to $7,110 for the nine months ended September 30, 2021.

increase was primarily attributable to increases in accounting, legal, investor relations, marketing, consulting and other professional

service expenditures of $5,943.

Furthermore, general and administrative expenses increased due to increases in amortization expense of

$1,910 primarily related to the new acquisitions of SemaConnect and EB during the second quarter of 2022.

Also contributing to the increase

in general and administrative expenses were acquisition-related expenses of $3,274 related to the 2022 acquisitions of SemaConnect and

Other operating expenses increased

by $4,643, or 191%, to $7,080 for the six months ended June 30, 2022 from $2,437 for the six months ended June 30, 2021.

was attributable to increases in insurance, software licensing, annual shareholder’s meeting, hardware and software development

costs and property/use tax expenditures of $3,412.

Furthermore, increases in travel and vehicle expenses of $756, contributed to the increase

in other operating expenses for the six months ended June 30, 2022 compared to the same period in 2021.

Also contributing to the increase

in other operating expenses were operating expenditures related to the 2022 acquisitions of SemaConnect and EB.

During the six months

ended June 30, 2022, we incurred expenses of $1,313 related to the network upgrade to certain of the Company’s EV charging stations.

expenses decreased by $331, or 30%, to $760 for the six months ended June 30, 2022 as compared to $1,091 for the six months ended June

net loss for the six months ended June 30, 2022 increased by $16,941, or 81%, to $37,764 as compared to $20,823 for the six months ended

June 30, 2021.

Further, general and administrative expenses increased due to increases in amortization expense of $2,892

related to the acquisitions of SemaConnect and EB during the second quarter of 2022.

Also contributing to the increase in general

and administrative expenses were acquisition-related expenses of $3,783 related to the 2022 acquisitions of SemaConnect and EB.

Other operating expenses increased by $7,913, or 186%, to $12,159

for the nine months ended September 30, 2022 from $4,246 for the nine months ended September 30, 2021.

The increase was primarily attributable

to increases in insurance, software licensing, rent, hardware and software development costs and property/use tax expenditures of $3,064.

Further, increases in travel and vehicle expenses of $1,031, contributed to the increase in other operating expenses for the nine months

ended September 30, 2022 compared to the same period in 2021.

Also contributing to the increase in other operating expenses were operating

expenditures related to the 2022 acquisitions of SemaConnect and EB.

During the nine months ended September 30, 2022, we incurred expenses

of $3,112 related to the network upgrade to certain of the Company’s EV charging stations.

(Expense) Income

expenses increased by $1,321, or 224%, to $1,910 for the nine months ended September 30, 2022 compared to $589 for the nine months

ended September 30, 2021.

The increase in other expenses is primarily attributable to interest expense of $1,056 associated with the

deferred payment from the SemaConnect acquisition.

Also contributing to the increase in other expenses is loss on foreign currency exchange

Our net loss for the nine

months ended September 30, 2022 increased by $27,266, or 75%, to $63,411 compared to $36,145 for the nine months ended September

The increase was primarily attributable to an increase in compensation expense, general and administrative expenses and

expenses associated with the acquisitions of SemaConnect and EB during the six months ended June 30, 2022.

expenses associated with the acquisitions of SemaConnect and EB during the nine months ended September 30, 2022.

Comprehensive Loss

total comprehensive loss for the six months ended June 30, 2022 was $40,642 whereas our total comprehensive loss for the six months ended

June 30, 2021 was $21,254.

total comprehensive loss for the nine months ended September 30, 2022 was $68,725 whereas our total comprehensive loss for the nine months

ended September 30, 2021 was $37,132.

and Capital Resources

measure our liquidity in a number of ways, including the following:

Payable (Gross)

the six months ended June 30, 2022, we financed our activities from proceeds derived from debt and equity financings occurring in prior

A significant portion of the funds raised from the sale of capital stock has been used to cover working capital needs and personnel,

office expenses and various consulting and professional fees.

the six months ended June 30, 2022 and 2021, we used cash of $30,986 and $20,945, respectively, in operations.

Our cash use for the six

months ended June 30, 2022 was primarily attributable to our net loss of $37,764, adjusted for net non-cash expenses in the aggregate

amount of $7,629, and $851 of cash used to fund changes in the levels of operating assets and liabilities.

Our cash used for the six

months ended June 30, 2021 was primarily attributable to our net loss of $20,823, adjusted for net non-cash expenses in the aggregate

amount of $6,227, and $6,349 of net cash used in changes in the levels of operating assets and liabilities.

the six months ended June 30, 2022, net cash used in investing activities was $52,233, of which, $38,338 was used as cash consideration

for SemaConnect (net of cash acquired), $11,360 was used as cash consideration for Electric Blue (net of cash acquired) $288 was related

to the payment of engineering costs that were capitalized, and $2,247 which was used to purchase charging stations and other fixed assets.

During the six months ended June 30, 2021, net cash used in investing activities was $81,458, of which, $58,013 was provided in connection

with the purchase of marketable securities and $ $4,553 was provided by the sale of marketable securities, $22,985 was used as cash consideration

for the acquisition of Blue Corner, $243 was provided by the net cash acquired from Blue Corner and $5,019 was used to purchase charging

stations and other fixed assets.

September 30, 2022

December 31, 2021

Cash and cash equivalents

Working Capital

the nine months ended September 30, 2022, we financed our activities from proceeds derived from debt and equity financings occurring

in prior periods.

A significant portion of the funds raised from the sale of capital stock has been used to cover working capital needs

and personnel, office expenses and various consulting and professional fees.

For the nine months ended September 30, 2022 and 2021, we

used cash of $57,776 and $29,953, respectively, in operations.

Our cash use for the nine months ended September 30, 2022 was primarily

attributable to our net loss of $63,411, adjusted for net non-cash expenses in the aggregate amount of $15,730, and $10,095 of cash used

to fund changes in the levels of operating assets and liabilities.

Our cash used for the nine months ended September 30, 2021 was primarily

attributable to our net loss of $36,145, adjusted for net non-cash expenses in the aggregate amount of $13,082, and $6,890 of net cash

used in changes in the levels of operating assets and liabilities.

During the nine months ended

September 30, 2022, net cash used in investing activities was $54,225, of which, $38,338 was used as cash consideration for

SemaConnect (net of cash acquired), $11,360 was used as cash consideration for EB (net of cash acquired), $2,230 was used to

purchase charging stations and other fixed assets, $1,500 was used as a note receivable to a target, and $797 was related to the

payment of engineering costs that were capitalized.

During the nine months ended September 30, 2021, net cash used in investing

activities was $81,982, of which, $60,267 was provided in connection with the purchase of marketable securities and $6,804 was

provided by the sale of marketable securities, $22,985 was used as cash consideration for the acquisition of Blue Corner, $243 was

provided by the net cash acquired from Blue Corner and $5,540 was used to purchase charging stations and other fixed assets and $237

was related to the payment of engineering costs that were capitalized.

the six months ended June 30, 2022, cash used in financing activities was $214, of which, $92 was provided by the exercise of

warrants and options, offset by $235 used to pay down our liability in connection with internal use software and $71 was used to pay

down our finance lease liability.

During the six months ended June 30, 2021, cash provided in financing activities was $222,721, of

which, $221,333 was provided by the sale of common stock in a public offering, $1,427 was provided by the exercise of warrants,

which was partially offset by $39 used to pay down our liability in connection with internal use software.

of June 30, 2022, we had cash and cash equivalent, working capital and an accumulated deficit of $85,136, $84,801 and $280,234, respectively.

During the three and six months ended June 30, 2022, we had a net loss of $22,621 and $37,764, respectively.

the nine months ended September 30, 2022, cash used in financing activities was $766, of which, $201 was provided by the exercise of

warrants and options, offset by $235 used to pay down our liability in connection with internal use software, $144 was used to pay down

our finance lease liability and $588 was used to pay down notes payable.

During the nine months ended September 30, 2021, cash provided

in financing activities was $222,913, of which, $221,333 was provided by the sale of common stock in a public offering, $1,619 was provided

by the exercise of warrants, which was partially offset by $39 used to pay down our liability in connection with internal use software.

As of September 30, 2022, we had cash and cash equivalent,

working capital and an accumulated deficit of $57,019, $64,442 and $305,881, respectively.

During the three and nine months ended September

30, 2022, we had a net loss of $25,647 and $63,411 respectively.

have not yet achieved profitability and expect to continue to incur cash outflows from operations.

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We expect that our cash on hand will fund our operations for at least

12 months after from the issuance date of the financial statements included in this quarterly report.

12 months from the issuance date of the financial statements included in this quarterly report.

inception, our operations have primarily been funded through proceeds received in equity and debt financings.

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to complete our development initiatives or attain profitable operations.

operating needs include the planned costs to operate our business, including amounts required to fund working capital and capital expenditures.

Our future capital requirements and the adequacy of our available funds will depend on many factors, including our ability to successfully

commercialize our products and services, competing technological and market developments, and the need to enter into collaborations with

other companies or acquire other companies or technologies to enhance or complement our product and service offerings.

As EV charging

requirements and technologies change, driven by federal, state or local regulatory authorities or by EV manufacturers or other technology

or services providers for the charging station industry, in particular cellular connectivity technology, we may need to upgrade or adapt

our charging station products or introduce new products in order to serve new vehicles, conform to new standards, or adapt new technologies

2, 2022, we entered into a Sales Agreement (“Sales Agreement”) with Barclays Capital Inc., BofA Securities, Inc., HSBC Securities

(USA) Inc., ThinkEquity LLC, H.C.

Wainwright & Co., LLC and Roth Capital Partners, LLC (the “Agents”) to conduct an “ATM”

equity offering program pursuant to which we may issue and sell from time to time shares of our common stock, par value $0.001 per share,

having an aggregate offering price of up to $250,000 through the Agents, as the Company’s sales agents.

We currently anticipate

using the net proceeds from the sale of our shares of common stock under the ATM program to supplement our operating cash flows to fund

EV charging station deployment and our acquisition growth plan.

We also plan to use any remaining proceeds we receive for working capital

and other corporate purposes.

The amounts and timing of our use of the net proceeds will depend on a number of factors, such as the timing

and progress of our EV charging station deployment efforts, the timing and progress of any partnering and collaboration efforts and technological

As electric vehicle charging requirements and technologies

change, driven by federal, state or local regulatory authorities or by electric vehicle manufacturers or other technology or services

providers for the charging station industry, in particular cellular connectivity technology, the Company may need to upgrade or adapt

its charging station products or introduce new products in order to serve new vehicles, conform to new standards, or adapt new technologies

to serve existing customers or new customers at substantial research, development, and network upgrades costs.

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technology providers announced they will require the upgrade from 2G/3G connectivity to 4G LTE during 2022 (the “Upgrade”).

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

As of September 30, 2022, the remaining cost for the Upgrade is approximately $870 for certain host owned and Company owned and operated

EV charging stations.

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

During the nine months ended September 30, 2022, the Company incurred $2,762 related to these upgrades.

project is expected to be completed by December 31, 2022.

Obligations and Commitments

entered into purchase commitments that include purchase orders and agreements in the normal course of business with contract manufacturers,

parts manufacturers, vendors for research and development services and outsourced services.

As of June 30, 2022, we had purchase commitment

of approximately $41,000 of which approximately $11,000 is with a related party, which will become payable upon the suppliers’

delivery of the charging stations, services 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.

the Company has operating and finance lease obligations over the next five years of approximately $4,100.

These operating and finance

lease obligations are primarily related to corporate office space, warehousing, parking spaces related to our ride-sharing services and

We entered into purchase commitments that include purchase

orders and agreements in the normal course of business with contract manufacturers, parts manufacturers, vendors for research and development

services and outsourced services.

As of September 30, 2022, we had purchase commitments of approximately $55,000, which will become payable

upon the suppliers’ delivery of the charging stations, services 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 to 24 months.

Further, the Company has operating and finance lease obligations

over the next five years of approximately $3,943.

These operating and finance lease obligations are primarily related to corporate office

space, warehousing, parking spaces related to our ride-sharing services and vehicles.

Accounting Estimates

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We believe that the estimates and judgments upon which

it relies are reasonably based upon information available to us at the time that it makes these estimates and judgments.

we rely are reasonably based upon information available to us at the time that we make these estimates and judgments.

To the extent

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recognize 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 we are contracted to perform.

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

is completed.

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

and, as a result, revenue is recognized on a straight-line basis over the contract term.

Product 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.

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

Network fees and other – Represents a stand-ready obligation whereby the Company is obligated to perform over a period of time and, as a result, revenue is recognized on a straight-line basis over the contract term.

Network fees are billed annually.

services – Primarily related to a ride-sharing services agreement with the City of Los Angeles, which allows customers

the ability to rent electric vehicles through a subscription service.

The Company recognizes revenue over the contractual period

of performance of the subscription.

– Primarily related to charging service revenue from non-company-owned charging stations.

Revenue is recognized from non-company-owned

charging stations at the point when a particular charging session is completed in accordance with a contractual relationship between

the Company and the owner of the station.

Other revenues also comprises of revenues generated from alternative fuel credits.

Ride-sharing services – Primarily related to ride-sharing services agreement with the City of Los Angeles which allows customers the ability to rent electric vehicles through a subscription service.

The Company recognizes revenue over the contractual period of performance of the subscription.

Other – Other revenues primarily comprises of revenues generated from alternative fuel credits.

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

A receivable is recorded when

revenue is recognized prior to payment and the Company has an unconditional right to payment.

Alternatively, when payment precedes the

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

A receivable is recorded

when revenue is recognized prior to payment and the Company has an unconditional right to payment.

Alternatively, when payment

precedes the provision of the related services, the Company records deferred revenue until the performance obligations are

rebates and alternative fuel credits, which are not within the scope of ASC 606, pertaining to revenues and periodic expenses are recognized

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open market, the adoption rate of various auto manufacturers in the EV market and projected car charging utilization at various public

car charging stations throughout its network in determining fair value.

car charging stations throughout our network in determining fair value.

An impairment loss would be recognized when estimated future

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elected to perform its annual goodwill impairment review on November 1 of each year.

Issued Accounting Standards

a description of our recently issued accounting standards, see Note 2 – Summary of Significant Accounting Policies in Part 1, Item

1 of this Quarterly Report on Form 10-Q.

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 2. Management’s Discussion and Analysis