What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-05-10 compared with 2022-11-09 · 252 added, 718 removed, 288 unchanged (77% of the section changed)

AND SUBSIDIARIES

FINANCIAL STATEMENTS.

Consolidated Balance Sheets

thousands except for share amounts)

September 30, 2022

December 31, 2021

Current Assets:

4 unchanged sentences

Total Current Assets

Restricted cash, non-current portion

Restricted cash

Property and equipment, net

5 unchanged sentences

Accrued expenses and other current liabilities

Notes payable

Current portion of operating lease liabilities

1 unchanged sentence

Current portion of deferred revenue

Notes payable

Total Current Liabilities

Contingent consideration

Consideration payable, non-current portion

Consideration payable

Operating lease liabilities, non-current portion

Financing lease liabilities, non-current portion

Deferred revenue, non-current portion

Other liabilities

Deferred revenue, non-current portion

Total Liabilities

1 unchanged sentence

Stockholders’ Equity:

Common stock, $ 0.001 par value, 500,000,000 shares authorized, 50,867,937 and 42,423,514 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively

Common stock, $ 0.001 par

value, 500,000,000 shares authorized, 60,373,377

and 51,476,445 shares issued and

outstanding as of March 31, 2023 and December 31, 2022, respectively

Additional paid-in capital

4 unchanged sentences

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

AND SUBSIDIARIES

Consolidated Statements of Operations

1 unchanged sentence

For The Three Months Ended

For The Nine Months Ended

September 30,

Product sales

1 unchanged sentence

Grant and rebate

Revenue not from contract with customer

Ride-sharing services

Revenue from contract with customer

Total Revenues

13 unchanged sentences

Loss From Operations

Other (Expense) Income:

Interest (expense) income

Loss on settlement

Dividend and interest income

Loss on foreign exchange

Gain on forgiveness of PPP loan

Change in fair value of other liabilities

Other Income (Expense):

Total Other (Expense) Income

Interest expense

Foreign transaction gain

Change in fair value of derivative and other accrued liabilities

Other income (expense), net

Total Other Income (Expense)

Loss Before Income Taxes

Provision for income taxes

Net Loss Per Share:

1 unchanged sentence

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

AND SUBSIDIARIES

Consolidated Statements of Comprehensive Loss

For the Three Months Ended

For the Nine Months Ended

September 30,

Other Comprehensive Loss:

Other Comprehensive Income (Loss):

Cumulative translation adjustments

Change in fair value of marketable securities

Total Comprehensive Loss

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

AND SUBSIDIARIES

Consolidated Statement of Changes in Stockholders’ Equity

the Three and Nine Months Ended September 30, 2022

the Three Months Ended March 31, 2023

thousands except for share amounts)

Additional Paid-In

Accumulated Other Comprehensive

Total Stockholders’

Comprehensive

Stockholders’

Balance - January 1, 2023

$ ( 334,030 )

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

Common stock issued in public offering, net of issuance costs

Common stock issued upon exercises of warrants

2 unchanged sentences

Balance - March 31, 2023

Stock-based compensation

Common stock issued as purchase consideration of SemaConnect

Common stock issued as purchase consideration of Electric Blue

Common stock issued upon exercise of warrants

Common stock issued upon exercise of options

Other comprehensive loss

Balance - June 30, 2022

$ ( 363,831 )

Stock-based compensation

Common stock issued upon cashless exercise of warrants

Common stock issued upon exercise of warrants

Other comprehensive loss

Balance - September 30, 2022

$ ( 363,831 )

[1] Includes gross

proceeds of $ 100,000 , less issuance costs of $ 5,234 .

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

AND SUBSIDIARIES

Consolidated Statement of Changes in Stockholders’ Equity

the Three and Nine Months Ended September 30, 2021

the Three Months Ended March 31, 2022

thousands except for share amounts)

Additional Paid-In

Accumulated Other Comprehensive

Total Stockholders’

Comprehensive

Stockholders’

Balance - January 1, 2022

$ ( 242,470 )

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

$ ( 242,470 )

Issuance costs related to common stock issued in public offering

Common stock issued pursuant to cashless option exercise

Common stock issued upon exercise of warrants

Common stock issued as purchase consideration of Blue Corner

Stock-based compensation

Other comprehensive loss

Balance - June 30, 2021

$ ( 208,175 )

Beginning balance

$ ( 208,175 )

Common stock issued upon exercise of warrants

Common stock issued upon exercises of warrants

Stock-based compensation

Other comprehensive loss

Balance - September 30, 2021

Balance - March 31, 2022

$ ( 257,613 )

Ending balance

$ ( 257,613 )

[1] Includes gross

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

Consolidated Statements of Cash Flows

For The Nine Months Ended

September 30,

For The Three Months Ended

Cash Flows From Operating Activities:

2 unchanged sentences

Non-cash lease expense

Dividend and interest income

Change in fair value of other liabilities

Change in fair value of contingent consideration

Loss on disposal of fixed assets

Change in fair value of derivative and other accrued liabilities

Provision for bad debt

Provision for slow moving and obsolete inventory

Gain on settlement of debt

Stock-based compensation:

Changes in operating assets and liabilities:

Accounts receivable

Accounts receivable and other receivables

Prepaid expenses and other current assets

Accounts payable, accrued expenses and other current liabilities

Accounts payable and accrued expenses

Other liabilities

4 unchanged sentences

Cash Flows From Investing Activities:

Proceeds from sale of marketable securities

Note receivable

Purchase consideration of SemaConnect, net of cash acquired

Purchase consideration of Electric Blue, net of cash acquired

Purchase of marketable securities

Capitalization of engineering costs paid

Cash acquired in the purchase of Blue Corner

Purchase consideration of Blue Corner

Capitalization of engineering costs

Purchases of property and equipment

1 unchanged sentence

Cash Flows From Financing Activities:

Proceeds from sale of common stock in public offering [1] [1]

Repayment of notes payable

Proceeds from sale of common stock in public offering, net [1]

Proceeds from exercise of options and warrants

Repayment of financing liability in connection with finance lease

Repayment of financing liability in connection with internal use software

Net Cash (Used In) Provided By Financing Activities

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

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

Payment of financing liability in connection with internal use software

Net Cash Provided By (Used In) Financing Activities

Effect of Exchange Rate Changes on Cash and Cash Equivalents

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

Cash and Cash Equivalents and Restricted Cash - Beginning of Period

3 unchanged sentences

Restricted cash

Cash and cash equivalents and restricted cash

[1] Includes gross proceeds of

Total Cash and cash equivalents

and restricted cash

gross proceeds of $ 100,000 ,

less issuance costs of $ 5,654

deducted directly from the offering proceeds .

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

AND SUBSIDIARIES

Consolidated Statements of Cash Flows — Continued

For The Nine Months Ended

September 30,

For The Three Months Ended

Supplemental Disclosures of Cash Flow Information:

1 unchanged sentence

Non-cash investing and financing activities:

Common stock issued as consideration for property and equipment

Common stock issued as purchase consideration of SemaConnect

Common stock issued as purchase consideration of Electric Blue

Common stock issued as purchase consideration of Blue Corner

Interest expense converted into principal

Right of use assets obtained in exchange for operating lease liabilities

Property and equipment obtained in exchange for finance lease obligations

Change in fair value of marketable securities

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

Intangible assets obtained in exchange for financing liability

1 unchanged sentence

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

BLINK CHARGING CO.

Notes to Unaudited Condensed

Consolidated Financial Statements

(in thousands, except

for share and per share amounts)

ORGANIZATION, NATURE OF OPERATIONS, BASIS OF PRESENTATION AND RISKS AND UNCERTAINTIES

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands except for share and per share amounts)

BUSINESS ORGANIZATION, NATURE OF OPERATIONS, BASIS OF PRESENTATION AND RISKS AND UNCERTAINTIES

and Operations

22 unchanged sentences

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

September 30, 2022 and for the three and nine months then ended.

The results of operations for the three and nine months ended September

30, 2022 are not necessarily indicative of the operating results for the full year ending December 31, 2022 or any other period.

unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements

and related disclosures of the Company as of December 31, 2021 and for the year then ended, which were filed with the Securities and

Exchange Commission (“SEC”) on March 16, 2022 as part of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

March 31, 2023 and for the three months then ended.

The results of operations for the three months ended March 31, 2023 are not necessarily

indicative of the operating results for the full year ending December 31, 2023 or any other period.

These unaudited condensed consolidated

financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures of the

Company as of December 31, 2022 and for the year then ended, which were filed with the Securities and Exchange Commission (“SEC”)

on March 14, 2023 as part of the Company’s Annual Report on Form 10-K.

and Uncertainties

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

The Company closely monitors the impact of the continuing

presence of Covid-19 and multiple Covid-19 variants.

The Company has taken and continues to take precautions to ensure the safety of

its employees, customers and business partners, while assuring business continuity and reliable service and support to its

The Company continues to receive orders for its 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 its contract

manufacturer.

As federal, state and local economies have reopened and returns to pre-pandemic levels, the Company expects demand for

charging station usage to increase, however, the Company is unable to predict the extent of such recovery due to the uncertainty of

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

and foreign 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, the Company is unable to predict the ultimate impact of continuing

equipment order delays, chip shortages, the impact of other economic conditions and continuous presence of Covid-19 will have on its business, future results of operations,

financial position, or cash flows.

BLINK CHARGING CO.

Notes to Unaudited Condensed

Consolidated Financial Statements

(in thousands, except

for share and per share amounts)

OF SIGNIFICANT ACCOUNTING POLICIES

the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, there have been no material changes to the

Company’s significant accounting policies, except as disclosed in this note.

The Company closely monitors the impact of the outbreak on all

aspects of our business.

The extent to which its operations may be impacted by the Covid-19 pandemic will depend largely in future

developments, which are highly uncertain and cannot be accurately predicted.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

the Annual Report for the year ended December 31, 2022, there have been no material changes to the Company’s significant accounting

policies, except as disclosed in this note.

CURRENCY TRANSLATION

Company’s reporting currency is the United States dollar.

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

The functional currency of certain subsidiaries is the Euro, Indian

Rupee, and the Pound Sterling.

Assets and liabilities are translated based on the exchange rates at the balance sheet date ( 1.0884

for the Euro, .0122

for the Indian Rupee,

for the Pound Sterling as of

September 30, 2022), while expense accounts are translated at the weighted average exchange rate for the period ( 0.9797 for the Euro,

0.0123 for the Indian Rupee, and 1.1156 for the Pound Sterling for the nine months ended September 30, 2022).

for the Indian Rupee, and 1.2368 for the Pound Sterling as of March 31, 2023), while expense accounts are translated at the weighted

average exchange rate for the period ( 1.0741

for the Euro, .0122

for the Indian Rupee, and 1.2206 for the Pound Sterling for the three months ended March 31, 2023).

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 as incurred.

Transaction losses attributable to foreign exchange were $ 595

during the three and

nine months ended September 30, 2022, respectively.

Transaction losses attributable to foreign exchange were $ 16

during the three and

nine months ended September 30, 2021, respectively.

Company recognizes revenue primarily from five different types of contracts:

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

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

Transaction gains

attributable to foreign exchange were $ 1,807

during the three months ended March 31, 2023 and 2022, respectively.

Company recognizes revenue primarily from four different types of contracts:

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

5 unchanged sentences

Network fees are billed annually.

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 revenues primarily comprises of revenues generated from alternative fuel credits.

following table summarizes revenue recognized under ASC 606 in the condensed consolidated statements of operations:

– Other revenues is primarily comprised of revenues generated from alternative fuel credits.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

RECOGNITION - CONTINUED

following table summarizes revenue recognized in the condensed consolidated statements of operations:

SCHEDULE OF REVENUE RECOGNITION BY CONTRACT

For The Three Months Ended

For The Nine Months Ended

September 30,

Revenues - Recognized at a Point in Time

Charging service revenue - company-owned charging stations

Product sales

Charging service revenue - company-owned charging stations

Total Revenues - Recognized at a Point in Time

Revenues - Recognized Over a Period of Time:

Ride-sharing services

Network and other fees

Network and other warranty fees

Total Revenues - Recognized Over a Period of Time

Revenues- Other

Ride-sharing services

Grant and rebate

Total Revenues - Other

Total Revenue

BLINK CHARGING CO.

Notes to Unaudited Condensed

Consolidated Financial Statements

(in thousands, except

for share and per share amounts)

OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

RECOGNITION - CONTINUED

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

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

OF REVENUE RECOGNITION BY GEOGRAPHICAL AREA

For The Three Months Ended

For The Nine Months Ended

September 30,

Revenues by Geographical Area

6 unchanged sentences

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

of September 30, 2022, the Company had $ 13,723 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 September 30, 2022.

of March 31, 2023, the Company had $ 16,902 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, 2023.

The Company expects

to satisfy $ 11,496 of its remaining performance obligations for network fees, charging services, warranty revenue, product sales, and

other revenues and recognize the revenue within the next twelve months.

the three and nine months ended September 30, 2022, the Company recognized $ 333 and $ 824 , respectively, of revenues related to network

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

During the nine months ended September

30, 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 September 30, 2022 and 2021, the Company recognized $ 83 and $ 55 ,

respectively, related to grant and rebate revenue.

During the nine months ended September 30, 2022 and 2021, the Company recognized $ 283

other and recognize the revenue within the next twelve months.

the three months ended March 31, 2023, the Company recognized $ 435 of revenues related to network fees and warranty contracts, which

were included in deferred revenues as of December 31, 2022.

During the three months ended March 31, 2023, there was no revenue recognized

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

rebates and alternative fuel credits, 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, 2023 and 2022, the Company recorded

$ 49 and $ 75 , respectively, related to grant and rebate revenue.

At September 30, 2022 and December 31, 2021, there was $ 4,304 and $ 70 of

deferred grant and rebate revenue to be amortized.

During the three months ended March 31, 2023 and 2022, the Company recognized

$ 51 and $ 67 of revenue related to alternative fuel credits.

ride-sharing services, which are not within scope of ASC 606, pertain to revenues and expenses 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.

recognizes revenue over the contractual period of performance of the subscription which are short term in nature.

During the three months

ended March 31, 2023 and 2022, the Company recognized $ 252 and $ 239 , respectively, related to ride-sharing services revenue.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

CONCENTRATIONS

were no accounts receivable concentrations as of September 30, 2022.

As of December 31, 2021, accounts receivable from a significant

customer were approximately 18 % of total accounts receivable.

There were no customer concentrations during the three and nine months

ended September 30, 2022.

the three months ended March 31, 2023 and 2022, sales to a significant customer represented 13 %

of total revenue.

During the three months ended

September 30, 2021, sales to a significant customer represented 11 % of total revenue.

During the three months ended September 30, 2021,

sales to another significant customer represented 10 % of total revenue.

During the three months ended September 30, 2022, the Company

made purchases from a significant supplier that represented 19 % of total purchases.

During the nine months ended September 30, 2022,

the Company made purchases from a significant supplier that represented 26 % of total purchases.

During the nine months ended September

30, 2022, the Company made purchases from another significant supplier that represented 12 % of total purchases.

BLINK CHARGING CO.

Notes to Unaudited Condensed

Consolidated Financial Statements

(in thousands, except

for share and per share amounts)

OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

March 31, 2022, sales to another significant customer represented 12 %

of total revenue.

During the three months ended

March 31, 2023 and 2022, the Company made purchases from a significant supplier that represented 16 %

of total purchases, respectively.

LOSS PER COMMON SHARE

6 unchanged sentences

would have been anti-dilutive:

SCHEDULE OF OUTSTANDING DILUTED SHARES

EXCLUDED FROM DILUTED LOSS PER SHARE COMPUTATION

For the Three and Nine Months

Ended September 30,

Unvested restricted common stock

Total 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 “Initial Loan”), in 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 such note);

(ii) the closing of the next

investment round by the Target;

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

or (iv) May 1, 2027.

On 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

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.

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.

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 thereafter.

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 Loan.

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

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 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.

BLINK CHARGING CO.

Notes to Unaudited Condensed

Consolidated Financial Statements

(in thousands, except

for share and per share amounts)

COMBINATONS – CONTINUED

BLUE LIMITED ACQUISITION – CONTINUED

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 .

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.

Significant 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 Agreement.

the quarter ended September 30, 2022, the Company finalized its fair value determination on the acquired assets and assumed liabilities

and completed its assessment of the purchase price allocation.

As a result, the Company recognized certain measurement period adjustments,

as summarized in the fair values of assets acquired and liabilities assumed in the tables below.

Measurement period adjustments were

recognized in the reporting period in which the adjustments were determined and calculated as if the accounting had been completed at

the acquisition date.

The measurement period adjustments did not result in material adjustments to previously reported income statement

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.

$ 10,443 from the acquisition of EB is expected to be deductible for income tax purposes.

following table summarizes the 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 (Preliminary)

Measurement Period Adjustments

Purchase Price Allocation

Purchase Consideration:

Deferred cash consideration

Contingent consideration

Total Purchase Consideration

Customer relationships

Internally developed technology

Non-compete agreements

Property and equipment

Right of use asset

Deferred revenue- non current portion

Lease liability- non current portion

Debt-free net working capital deficit

Fair Value of Identified Net Assets

Remaining 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:

Purchase Price Allocation (Preliminary)

Measurement Period Adjustments

Purchase Price Allocation

Current assets:

Restricted cash

Accounts receivable

Prepaid expenses and other current assets

Total current assets

Less current liabilities:

Accounts payable

Merger consideration payable

Current portion of lease liabilities

Current portion of notes payable

Deferred revenue

Accrued expenses and other current liabilities

Total current liabilities

Debt free net working capital deficit

condensed consolidated financial statements of the Company include the results of operations of EB from April 22, 2022 to September 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 September 30, 2022 included revenues of $ 2,584 and a net loss of $ 2,143 .

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

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 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

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

above pro forma information includes pro forma adjustments to give effect to the amortization of the acquired intangible assets to the

2021 historical period.

As 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

Acquisition-related costs were $ 198 and $ 376 during the three and nine months ended September 30, 2022, respectively.

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).

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.

aggregate purchase price was $ 200,573 ,

which included excess working capital of $ 1,229

and closing date cash of $ 3,639 .

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 the Closing;

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

During the quarter ended September 30, 2022, the Company

finalized its fair value determination on the acquired assets and assumed liabilities and completed its assessment of the purchase price

As a result, the Company recognized certain measurement period adjustments, as summarized in the fair values of assets acquired

and liabilities assumed in the tables below.

Measurement period adjustments were recognized in the reporting period in which the adjustments

were determined and calculated as if the accounting had been completed at the acquisition date.

The measurement period adjustments did

not result in material adjustments to previously reported income statement amounts.

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.

$ 174,439 from the acquisition of SemaConnect is not expected to be deductible for income tax purposes.

following table summarizes the 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 (Preliminary)

Measurement Period Adjustments

Purchase Price Allocation

Purchase Consideration:

Deferred cash consideration

Total Purchase Consideration

Customer relationships

Internally developed technology

Non-compete agreements

Property and equipment

Right of use asset

Deferred revenue- non current portion

Lease liability- non current portion

Debt-free net working capital

Fair Value of Identified Net Assets

Remaining 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:

Current assets:

Restricted cash

Accounts receivable

Prepaid expenses and other current assets

Total current assets

Less current liabilities:

Accounts payable

Merger consideration payable

Current portion of lease liability

Current portion of notes payable

Deferred revenue

Accrued expenses and other current liabilities

Total current liabilities

Debt free net working capital

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

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 September 30, 2022 included revenues of $ 8,778 and a net loss of $ 1,216 .

following table presents the unaudited pro forma consolidated results of operations for the three and nine months ended September 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 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

OF OUTSTANDING DILUTED SHARES EXCLUDED FROM DILUTED LOSS PER SHARE COMPUTATION

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

above pro forma information includes pro forma adjustments to give effect to the amortization of the acquired intangible assets to the

2021 historical period.

AND SUBSIDIARIES

to Unaudited Condensed Consolidated Financial Statements

thousands, except for share and per share amounts)

BUSINESS COMBINATONS – CONTINUED

ACQUISITION – CONTINUED

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

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 $ 311 and

during the three and nine months ended September 30, 2022, respectively.

INTANGIBLE ASSETS AND GOODWILL

assets consist of the following:

SCHEDULE OF INTANGIBLE ASSETS

September 30, 2022

December 31, 2021

Internal use software

Capitalized engineering costs

Trade name and patents

Customer relationships

Favorable leases

Internally developed technology

Non-compete agreements

Intangible assets, gross

accumulated amortization

Intangible assets, net

following represents the change in goodwill during the nine months ended September 30, 2022:

SCHEDULE OF GOODWILL

Beginning balance January 1, 2022

Acquisition of Electric Blue

Acquisition of SemaConnect

Effect of translation adjustments

Ending balance September 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.

AND SUBSIDIARIES

to Unaudited Condensed Consolidated Financial Statements

thousands, except for share and per share amounts)

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

expenses consist of the following:

SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

September 30, 2022

December 31, 2021

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

Accrued interest

Other accrued expenses

Total accrued expenses

Total potentially dilutive shares

STOCKHOLDERS’ EQUITY

the nine months ended September 30, 2022, the Company issued an aggregate of 60,772 shares of common stock pursuant to exercises of warrants

to purchase an aggregate of 60,772 shares of common stock for aggregate net proceeds of $ 191 .

the nine months ended September 30, 2022, the Company issued an aggregate of 5,955 shares of common stock pursuant to exercises of options

In February 2023, the Company completed an

underwritten registered public offering of 8,333,333

shares of its common stock at a public offering price of $ 12.00

The Company received approximately $ 100,000

in gross proceeds from the public offering and $ 94,766

in net proceeds after deducting the underwriting discount and offering expenses paid by the Company.

In addition, the underwriters

had a 30-day option to purchase up to an additional 1,249,999

shares of common stock from the Company at the public offering price, less the underwriting discounts and commissions.

offering was made pursuant to our automatic shelf registration statement on Form S-3ASR filed with the SEC on January 6, 2021, and

prospectus supplement dated February 8, 2023.

Barclays acted as the sole book-running manager for the offering.

& Co., Roth Capital Partners and ThinkEquity acted as co-managers for the offering.

The underwriters did not exercise their

over-allotment option.

the three months ended March 31, 2023, the Company issued an aggregate of 557,733 shares of common stock pursuant to exercises of warrants

to purchase an aggregate of 557,733 shares of common stock for aggregate net proceeds of $ 835 .

the nine months ended September 30, 2022, the Company issued an aggregate of 8,093 shares of the Company’s common stock pursuant

to the cashless exercise of warrants.

the nine months ended September 30, 2022, the Company issued an aggregate of 761,825 shares of common stock for services to employees

and consultants with an aggregate issuance date fair value of $ 4,956 .

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

of common stock issued as partial consideration for acquisitions.

AT-THE-MARKET

September 2, 2022, the Company 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 “at-the-market” (ATM) equity offering program pursuant to which the Company may issue and sell from time to

time shares of its common stock, having an aggregate offering price of up to $ 250,000

through the Agents, as the Company’s sales

The shares are being offered pursuant to the Sales Agreement under the Company’s automatic shelf

registration statement on Form S-3ASR and a prospectus supplement

thereto filed with the SEC on January 6, 2021 and September 2, 2022, respectively.

AND SUBSIDIARIES

the three months ended March 31, 2023, the Company issued an aggregate of 5,866 shares of common stock for services

to a board member with an issuance date fair value of $ 132 .

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

31, 2023 and 2022 of $ 7,775 and $ 1,962 , respectively, which is included within compensation expense on the condensed consolidated statements

of operations.

As of March 31, 2023, there was $ 7,632 of unrecognized stock-based compensation expense that will be recognized over the

weighted average remaining vesting period of 1.29 years.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands except for share and per share amounts)

STOCKHOLDERS’ EQUITY – CONTINUED

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

ended September 30, 2022 of $ 4,832 and $ 7,821 , respectively, which is included within compensation expense on the condensed consolidated

statements of operations.

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

and nine months ended September 30, 2021 of $ 6,224 and $ 10,308 , respectively, As of September 30, 2022, there was $ 14,394 of unrecognized

stock-based compensation expense that will be recognized over the weighted average remaining vesting period of 1.9 years.

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 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 $ 12,000 , 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 the 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 production ready

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.

As of September 30, 2022, the vesting performance hurdles related to the closing of the SemaConnect acquisition and clause (v) outlined above

RELATED PARTY TRANSACTIONS

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

nine months ended September 30, 2022, the Company recognized sales of $ 0 and $ 68 , respectively, and $ 28 and $ 800 during the three and

nine months ended September 30, 2021, respectively, to Hellas.

As of September 30, 2022 and December 31, 2021,the Company had a receivable

from Hellas of approximately $ 0 and $ 6 , respectively and a payable to Hellas of approximately $ 33 and $ 0 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 September 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 nine months ended September 30, 2022

during 2022, two senior management employees in the recently acquired entity, Blue Corner, had an ownership interest in a major

supplier of charging equipment for Blue Corner.

As of September 30, 2022, this related party relationship does not exist since, as of

September 30, 2022, those two senior management employees are no longer with Blue Corner.

As of September 30, 2022, several close family members of a senior

management employee are providing services to Electric Blue Limited.

For the quarter ended September 30, 2022, these related parties

have collectively provided services worth $ 50 to Electric Blue Limited Furthermore, as of September 30, 2022, there was a payable

of $ 12 and purchase commitments of $ 112 to the same related parties.

AND SUBSIDIARIES

Note 6 – Commitments and Contingencies – Purchase Commitments for disclosure of a commitment made to a related

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 Cyprus entities sold its interest to the remaining Cyprus entity.

the agreement, the Company is not required to fund operating losses.

The Company owns 40 %

of the Entity while the other 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.

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

During the three months ended March

31, 2023 and 2022, the Company recognized sales of $ 0

respectively, to Hellas.

As of March 31, 2023 and December 31, 2022 the Company had a payable of approximately $ 53

respectively, to Hellas.

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, 2023, 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, 2023 and 2022.

BLINK CHARGING UK LIMITED

of March 31, 2023, several close family members of a senior management employee are providing services to Blink Charging UK Limited

(“Blink UK”), formerly known as Electric Blue Limited.

For the three months ended March 31, 2023, these related parties

have collectively provided services worth $ 86

Furthermore, as of March 31, 2023, there were purchase commitments of $ 142

to the same related parties.

operating lease expenses for the three months ended March 31, 2023 and 2022 were $ 493 and $ 168 , respectively, and were recorded in other

operating expenses on the condensed consolidated statements of operations.

Operating lease expenses consist of rent expense, common area maintenance adjustments

and other expenses.

of March 31, 2023, the Company had $ 652

of right-of-use assets that were classified as financing leases for vehicles associated with the operations of Blink Mobility which

are included as a component of property and equipment on the condensed consolidated balance sheet as of March 31, 2023.

of the leases are three

years and the Company is expected to pay approximately $ 1,020

throughout the term.

of March 31, 2023, the Company did not have additional operating and financing leases that have not yet commenced.

the three months ended March 31, 2023, the Company recorded $ 10 of interest expense related to finance leases, which were recorded within

interest expense on the condensed consolidated statement of operations.

During the three months ended March 31, 2023, the Company recorded

amortization expense of $ 169 related to finance leases.

There were no expenses incurred related to finance leases during the three months

ended March 31, 2022.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands except for share and per share amounts)

of September 30, 2022, the Company had $ 745 of right of use assets that were classified as 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 September 30, 2022.

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

operating lease expenses for the three and nine months ended September 30, 2022 were $ 185 and $ 528 , respectively, and for the three and

nine months ended September 30, 2021 were $ 155 and $ 429 , respectively, which were recorded in other operating expenses on the condensed

consolidated statements of operations.

the three and nine months ended September 30, 2022, the Company recorded $ 13 and $ 26 of interest expense, respectively, related to finance

leases, which were recorded within interest expense on the condensed consolidated statements of operations.

During the three and nine

months ended September 30, 2022, the Company recorded amortization expense of $ 210 and $ 390 , respectively, related to finance leases.

Finance lease liabilities are included within accrued expenses and other liabilities on the condensed consolidated balance sheet as of

September 30, 2022.

LEASES – CONTINUED

cash flows information related to leases was as follows:

SCHEDULE OF SUPPLEMENTAL CASH FLOWS INFORMATION RELATED TO LEASES

For The Nine Months Ended

September 30,

For The Three Months Ended

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

3 unchanged sentences

Operating leases

Finance leases

Weighted Average Remaining Lease Term

4 unchanged sentences

Finance leases

minimum payments under non-cancellable leases as of March 31, 2023 were as follows:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

4 unchanged sentences

imputed interest

AND SUBSIDIARIES

to Unaudited Condensed Consolidated Financial Statements

thousands, except for share and per share amounts)

FAIR VALUE MEASUREMENT

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

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

September 30, 2022

Alternative fuel credits

Common stock liability

Contingent consideration

Warrant liability

Total liabilities

December 31, 2021

Alternative fuel credits

Common stock liability

Warrant liability

Total liabilities

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:

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

Contingent Consideration

Beginning balance as of January 1, 2022

Contingent consideration assumed in Electric Blue acquisition

Change in fair value of contingent consideration

Ending balance as of September 30, 2022

Warrant Liability

Beginning balance as of January 1, 2022

Change in fair value of warrant liability

Ending balance as of September 30, 2022

AND SUBSIDIARIES

to Unaudited Condensed Consolidated Financial Statements

thousands, except for share and per share amounts)

COMMITMENTS AND CONTINGENCIES

of September 30, 2022, the Company had purchase commitments of approximately $ 55,000

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 to 24 months.

of March 31, 2023, the Company had purchase commitments of approximately $ 62,088 of which, approximately $ 142 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.

25 unchanged sentences

The Company has not

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

recorded an accrual related to this matter as of March 31, 2023 as it determined that any such loss contingency was either not probable

or estimable.

AND SUBSIDIARIES

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

17 unchanged sentences

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

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

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

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 March 31, 2023 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.

10 unchanged sentences

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.

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 September 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.

et al., Case No.

A-21-829395-C, was filed in the Eighth Judicial District Court in Clark County, Nevada seeking to pursue claims belonging

to the Company against Blink’s Board of Directors (the “Wolery Lawsuit”).

Blink is named as a nominal defendant.

Wolery complaint alleges that the amount of restricted stock awarded to Blink’s outside directors in December 2020 exceeded the

amounts permitted by Blink’s incentive compensation plan.

The complaint asks the court to rescind the excess restricted stock awards,

as well as other relief.

On September 15, 2021, the parties entered into a term sheet in which they agreed to settle the claims subject

to the court’s approval.

On April 18, 2022, the court signed a final judgment approving the settlement and dismissing the lawsuit

with prejudice.

As a result of the settlement, the Company has agreed to make certain changes to its compensation practices for its directors

and officers, including, among other things, eliminating the practice of making cash payments to directors to cover expected income taxes

on stock grants and placing a $ 200 annual limit for two years on the combined stock and cash Awards to outside directors.

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

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 September 30, 2022 and December 31, 2021, which was paid in April 2022.

The Company has not

recorded an accrual related to this matter as of March 31, 2023 as it determined that any such loss contingency was either not probable

or estimable.

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 September

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

31, 2023 as it determined that any such loss contingency was either not probable or estimable.

AND SUBSIDIARIES

to Unaudited Condensed Consolidated Financial Statements

thousands, except for share and per share amounts)

COMMITMENTS AND CONTINGENCIES – CONTINUED

Company estimates an approximate cost of $ 346

to repair deployed chargers, which the Company owns as of September

NETWORK UPGRADES

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.

During 2021, many cellular technology providers announced they will require the upgrade from 2G/3G connectivity

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

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 nine months ended September 30, 2022, the Company incurred $ 2,762

related to these upgrades.

The Upgrade project

is expected to be completed by December 31, 2022.

Company estimates an approximate cost of $ 275 to repair deployed chargers, which the Company owns as of March 31, 2023.

SUBSEQUENT EVENTS

April 18, 2023, the Company, Blink Mobility, LLC, a California limited liability company and wholly-owned subsidiary of the Company (“Mobility”),

and Mobility Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Mobility (“Merger Sub”), entered into

and, after all parties met the closing conditions, consummated the transactions contemplated under an Agreement and Plan of Merger, dated

as of April 18, 2023 (the “Acquisition Agreement”), with Envoy Technologies, Inc., a Delaware corporation (“Envoy”).

Pursuant to the Acquisition Agreement, Merger Sub merged with and into Envoy, whereupon the separate corporate existence of Merger Sub

ceased, and Envoy was the surviving corporation of the merger and a wholly-owned subsidiary of Mobility (the “Acquisition”).

is a car sharing platform with an iOS/Android app that provides on-demand electric vehicles as an amenity to apartments, office buildings

The company equips real estate owners and operators with a new and innovative way to enhance the lifestyle of their tenants,

members and guests by providing “Mobility as an Amenity™ service,” a platform that offers a technology to reserve and

access vehicles, driver insurance, maintenance, electric vehicle chargers, electric fleet, fleet maintenance, full-service mobile app,

customer support and robust analytics.

Envoy provides the technology, operations and vehicles to implement private and dedicated auto-sharing

as an amenity for any community.

the terms of the Acquisition Agreement, the acquisition consideration was up to $ 35,500 , paid as follows:

(i) $6,000 in cash paid upon

the closing of the Acquisition Agreement (the “Closing”);

(ii) a promissory note of Mobility in the principal amount of $5,000;

(iii) a promissory note of Mobility in the principal amount of $2,000;

and (iv)(a) in the event of an initial public offering or direct

listing of Mobility or Mobility’s successor within 24 months after the Closing (and shares of common stock of the Company are not

issued in lieu thereof), $18,500, $21,000 or $22,500 worth of shares of common stock of Mobility or Mobility’s successor, depending

on the timing of such offering or listing, (b) in the event there is no initial public offering or direct listing of Mobility or Mobility’s

successor within 24 months after the Closing, $21,000 worth of shares of common stock of the Company, or (c) at the Company’s option,

a combination of cash and common stock of the Company with an aggregate value of $21,000.

payment of shares of common stock of Mobility or Mobility’s successor, if any, will be based on the public offering price per share

of such stock in the initial public offering.

The payment of shares of common stock of the Company, if any, will be based on the average

of the daily-weighted average prices for such stock on each of the 60 days ending on the day prior to issuance thereof.

Additionally,

certain key employees of Envoy entered into employment offer letters with Mobility, including Aric Ohana, the Chief Executive Officer

of the Company’s Envoy subsidiary.

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