What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-05-10 compared with 2022-11-09 · 362 added, 526 removed, 215 unchanged (81% of the section changed)

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(together with its subsidiaries,

“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

of Operations to “us”, “we”, “our” and similar terms refer to Blink.

This Quarterly Report contains

forward-looking statements as that term is defined in the federal securities laws.

The events described in forward-looking statements

contained in this Quarterly Report may not occur.

Generally, these statements relate to business plans or strategies, projected or anticipated

benefits or other consequences of our plans or strategies, projected or anticipated benefits from acquisitions to be made by us, or projections

“Blink” and the “Company”) as of March 31, 2023 and for the three months ended March 31, 2023 and 2022 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 of Operations

to “us,” “we,” “our” and similar terms refer to Blink.

This Quarterly Report contains forward-looking

statements as that term is defined in the federal securities laws.

The events described in forward-looking statements contained in this

Quarterly Report may not occur.

Generally, these statements relate to business plans or strategies, projected or anticipated benefits

or other consequences of our plans or strategies, projected or anticipated benefits from acquisitions to be made by us, or projections

involving anticipated revenues, earnings or other aspects of our operating results.

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

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.

dollar amounts are reported in thousands.

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

in the rapidly growing U.S.

dollars are reported in thousands except for share and per share amounts .

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

services in the rapidly growing U.S.

and international markets for EVs.

Blink offers residential and commercial EV charging equipment and services,

enabling EV drivers to recharge at various location types.

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

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 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.

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

Blink offers residential and commercial EV charging equipment

and services, enabling EV drivers to recharge at various location types.

Blink’s principal line of products and services is its

nationwide Blink 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 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.

The Blink 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

The Blink Networks also provide EV drivers with vital station information, including station location, availability and fees

(as 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.

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

We own and operate

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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.

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,

we are dedicated to slowing climate change by reducing greenhouse gas emissions caused by road vehicles.

With the goal of leading the

build out of EV charging infrastructure and of maximizing Blink’s share of the EV charging market, we have established strategic

commercial, municipal and retail partnerships across industry verticals and encompassing numerous transit/destination locations, including

airports, auto dealers, healthcare/medical, hotels, mixed-use, municipal sites, multifamily residential and condos, parks and recreation

areas, parking lots, religious institutions, restaurants, retailers, schools and universities, stadiums, supermarkets, transportation

hubs, and workplace locations.

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 nine months ended September 30, 2022, we incurred net

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

revenues, we incur most costs associated with the EV charging stations;

thus, we retain substantially all EV charging revenues after

deducting network connectivity and processing fees.

Typically, our agreement with the Property Partner lasts seven years with extensions

that can bring it to a total of up to 21 years.

our Blink-owned hybrid business model, we incur 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 to the Blink Networks.

In this model,

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

thus, we share 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

Typically, our agreement with the Property Partner lasts 5 years with extensions that can bring it up to 15 years.

our host-owned business model, the Property Partner purchases, owns and operates the Blink EV charging station and incurs

the installation costs.

We work with the Property Partner by 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.

our Blink-as-a-Service model, we own and operate the EV charging station, while the Property Partner incurs the installation

The Property Partner pays us a fixed monthly fee for the service and keeps all the EV charging revenues after deducting network

connectivity and processing fees.

Typically, our agreement with the Property owner lasts 5 years.

also own and operate a ride-sharing program through our wholly owned subsidiary, BlueLA Rideshare, LLC (“BlueLA”), with the

City of Los Angeles.

This program allows customers the ability to rent electric vehicles through a subscription service and charge those

cars through our charging stations.

part of our mission to facilitate the adoption of EVs through the deployment and operation of EV charging infrastructure globally, we

are dedicated to slowing climate change by reducing greenhouse gas emissions caused by road vehicles.

With the goal of being a leader

in the build out of EV charging infrastructure and of maximizing our share of the EV charging market, we have established strategic commercial,

municipal and retail partnerships across industry verticals and encompassing numerous transit/destination locations, including airports,

auto dealers, healthcare/medical, hotels, mixed-use, municipal sites, multifamily residential and condos, parks and recreation areas,

parking lots, religious institutions, restaurants, retailers, schools and universities, stadiums, supermarkets, transportation hubs,

and workplace locations.

of March 31, 2023, we sold or deployed 72,939 chargers, of which 53,488 were in Blink’s Networks (31,662 Level 2 publicly

accessible commercial chargers, 20,985 Level 2 private commercial chargers, 240 DC Fast Charging EV publicly accessible chargers,

136 DC Fast Charging EV private chargers, and 465 residential Level 2 Blink EV chargers, inclusive of 3,523 chargers pending to be

commissioned).

Included in the Blink Networks are 4,851 chargers owned by us.

The remaining were non-networked, on other networks or

international sales or deployments (3,416 Level 2 commercial chargers, 151 DC Fast Charging chargers, 11,989 residential Level 2

Blink EV chargers,2,414 sold to other U.S.

networks, 1,401 sold internationally and 80 deployed internationally).

units noted above are net of swap-out or replacement units.

reflected in our consolidated financial statements as of March 31, 2023, we had a cash balance of $103,202, working capital of $120,547

and an accumulated deficit of $363,831.

During the three months ended March 31, 2023 and 2022, we incurred net losses of $29,801 and

$15,143, 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 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.

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.

2023 Underwritten Public Offering

February 2023, we completed an underwritten registered public offering of 8,333,333 shares of our common stock at a public offering price

of $12.00 per share.

We received approximately $100,000 in gross proceeds from the public offering, and approximately $95,000 in net

proceeds after deducting the underwriting discount and offering expenses paid by us.

In addition, the underwriters had a 30-day option

to purchase up to an additional 1,249,999 shares of common stock from us at the public offering price, less the underwriting discounts

and commissions.

The public 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.

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

The underwriters did not exercise the over-allotment option.

Product and Service Offerings

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 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

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”.

January 2023, we announced the new products which included the Vision, EQ 200, Series 3, PQ 150, and 30kW DC Fast Charger, which are

designed to serve the increasing demands of the growing EV markets across the U.S., Europe, Asia and Latin America.

reimagined Vision is designed as a two-in-one solution to attract and captivate drivers and provide site hosts and advertisers an innovative

media solution.

With a newly designed 55” LCD screen capable of displaying static and dynamic advertising, the Vision is the ideal

point-of-charge advertising solution with two 80 amp, 19.2kW ports that can charge simultaneously.

The Vision offers easy payment via

RFID, Apple Pay, Google Wallet, and all major credit cards.

Additional features include cloud connectivity via built-in 4G LTE signal,

retractable cable management and dual cable configurations with two universal J1772 plugs and a built-in camera for additional security.

Site owners can benefit from charging and advertising revenue share models for this product.

EQ 200 is an intelligent, affordable, and scalable charging solution designed for European and South American markets.

Offering up to

22kW of power and an innovative modular design, this product fits any location and can be tailored to the specific needs of market segments.

The EQ 200 is prepared for the future by supporting technologies like ISO-15118, OCPP 2.0, and bi-directional charging, also known as

Vehicle-to-Grid (V2G).

The charger also offers customization and rebranding options available to fit each user’s needs.

Series 3 is a flexible and versatile EV charging solution designed for both two- and three-wheeler EVs.

Designed for the APAC and Latin

American markets, the Series 3 provides up to 15 amps of output in a compact form, making it ideal for installation at small shops and

residential and commercial parking areas.

Its built-in electric metering allows customers to manage electricity costs with an intuitive,

smart network connection.

Further, up to 45 charging points can be connected with a single communication gateway.

PQ 150 is a smart charging cable designed for residential charging in European markets.

Offering up to 22kW of power, the PQ 150 is simple

and easy-to-use with no installation necessary and provides the highest safety level on the market today.

With Bluetooth, Wi-Fi and optional

SIM/GSM & GPS functionality, this product offers advanced technology in a simple, sleek design.

Series 9 30kW DC Fast Charger is our latest solution for fast charging across global markets.

A small footprint charging station designed

for speed and flexibility, this product was designed to quickly charge tomorrow’s EVs today and offers the perfect balance of size

and power, providing up to 100 amps and 1,000 volts of output.

A 7-inch LCD touchscreen display provides drivers with an intuitive charging

process and the charger integrates with the newly redesigned Blink Networks over a Wi-Fi, ethernet, or 4G connection, offering high-performance,

compatibility, and remote monitoring.

Impact of Covid-19

on Our Business

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

We closely monitor the impact of the outbreak

on all aspects of our business.

The extent to which our operations maybe impacted by the Covid-19 pandemic will depend largely in future

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

Factors Affecting Operating Results

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of operations would be negatively impacted.

Results of Operations

of Operations

Months Ended March 31, 2023 Compared Three Months Ended March 31, 2022

For The Three Months Ended

For the Nine Months Ended

Product sales

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Loss From Operations

Other (Expense) Income:

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

Other (expense) income

Total Other Expense

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.

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 $1,256 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 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 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 $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 $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 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,

Other Income (Expense):

Interest income

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

revenue for the three months ended March 31, 2023 increased by $11,868, or 121%, to $21,668 compared to $9,800 during the three months

ended March 31, 2022.

service revenue from Company-owned charging stations was $2,885 for the three months ended March 31, 2023 as compared to $1,107 for the

three months ended March 31, 2022, an increase of $1,778, or 161%.

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

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,

Also contributing to the increase in charging service revenue was $196 from Blink UK

which we acquired in April 2022.

from product sales was $16,389 for the three months ended March 31, 2023 compared to $8,052 during the three months ended March 31, 2022,

an increase of $8,337, or 104%.

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

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

chargers when compared to the same period in 2022.

Also contributing to the increase in product sales was $2,019 from Blink UK, which we acquired

in April 2022, and $3,100 from SemaConnect, which we acquired in June 2022.

fee revenues were $1,628 for the three months ended March 31, 2023 compared to $161 for the three months ended March 31, 2022, an increase

of $1,467, or 911%.

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,

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

during the three months ended March 31, 2023, as compared to the three months ended March 31, 2022.

Also contributing to the increase

in network fee revenue was $1,119 from SemaConnect, which we acquired in June 2022.

revenues were $393 for the three months ended March 31, 2023 compared to $67 for the three months ended March 31, 2022, an increase of

$326, or 487%.

The increase was primarily attributable to an increase in warranty contracts sold for the three months March 31, 2023

compared to the three months March 31, 2022.

As of March 31, 2023, we recorded a liability of $193 which represents the estimated cost

of existing backlog of known warranty cases.

and rebate revenues were $49 during the three months ended March 31, 2023, compared to $75 during the three months ended March 31, 2022,

a decrease of $26, or 35%.

Grant and rebates relating to equipment and the related installation are deferred and amortized in a manner

consistent with the depreciation expense of the related assets over their useful lives.

The decrease 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 March 31, 2023, and 2022.

services revenues were $252 during the three months ended March 31, 2023 compared to $239 during the three months ended March 31, 2022,

an increase of $13, or 5%.

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:

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 decreased by $27 to $72 for the three months ended March 31, 2023 as compared to $99 for the three months ended March 31, 2022.

The increase was primarily attributable to higher Low Carbon Fuel Standard (LCFS) credits generated during the three months March 31,

2023 compared to the same period in 2022.

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 March 31, 2023 were $17,125 as compared to $8,214 for

the three months ended March 31, 2022, an increase of $8,911, or 108%.

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;

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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.

of product sales increased by $5,687, or 94%, from $6,044 for the three months ended March 31, 2022 as compared to $11,731 for the three

months ended March 31, 2023.

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 March 31, 2023 compared to the same period in 2022, as well as cost of product

sales of $ 1,613 from Blink UK, which we acquired in April 2022, and $1,375 from SemaConnect, which we acquired in June 2022.

of charging services-company-owned charging stations (electricity reimbursements) increased by $364, or 70%, to $887 for the three months

ended March 31, 2023 as compared to $523 for the three months ended March 31, 2022.

The increase in 2023 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.

provider fees increased by $1,096, or 199%, to $1,647 during the three months ended March 31, 2023 as compared to $551 during the three

months ended March 31, 2022.

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.

costs increased by $203, or 87%, to $437 during the three months ended March 31, 2023 as compared to $234 during the three months ended

March 31, 2022.

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 2022.

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 $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.

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 nine months ended September 30, 2022.

Also contributing to the increase in network costs was $166 from SemaConnect,

which we acquired in June 2022.

Warranty and repairs and maintenance

costs increased by $837, or 754%, to $948 during the three months ended March 31, 2023 from $111 during the three months ended March 31,

The increase in 2023 was attributable to significant efforts expended to reduce the backlog in warranty and repairs and maintenance

Also contributing to the increase was $20 from Blink UK.

As of March 31, 2023, we recorded a liability of $193 which represents the estimated

cost of existing backlog of known warranty cases.

of ride-sharing services was $637 during the three months ended March 31, 2023 compared to $426 during the 2022 period.

was 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 2020.

and amortization expense increased by $513, or 158%, to $838 for the three months ended March 31, 2023 as compared to $325 for the three

months ended March 31, 2022.

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 $13,450, or 145%, to $22,709 (consisting of approximately $7,800 of cash compensation and benefits and approximately

$14,900 of non-cash compensation) for the three months ended March 31, 2023.

Compensation expense was $9,259 (consisting of approximately

$7,300 of cash compensation and benefits and approximately $2,000 of non-cash compensation) for the three months ended March

The increase in compensation expense for the three months ended March 31, 2023 compared

to the same period in 2022 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 our company.

In addition, compensation expense during

the March 31, 2023 compared to the same period in 2022 increased due to additional personnel in conjunction with the acquisitions of

SemaConnect and Blink UK which were acquired subsequent to March 31, 2022.

and administrative expenses increased by $4,051 or 92%, to $8,478 for the three months ended March 31, 2023 as compared to $4,427

for the three months ended March 31, 2022.

The increase was primarily attributable to increases in legal, investor relations,

consulting , software licensing and other professional service expenditures of $1,652.

general and administrative expenses increased due to increases in amortization expense of $1,823 related to the acquisitions of

SemaConnect and Blink UK which were acquired subsequent to March 31, 2022

operating expenses increased by $1,252, or 43%, to $4,194 for the three months ended March 31, 2023 from $2,942 for the three months

ended March 31, 2022.

The increase was primarily attributable to increases in software expense,

rent, hardware and software development costs and property/use tax expenditures of $836.

Further, increases in travel and vehicle expenses

of $543, contributed to the increase in other operating expenses for three months ended March 31, 2022 compared to the same period in

Also contributing to the increase in other operating expenses were operating expenditures related to the 2022 acquisitions of SemaConnect

and Blink UK which were acquired subsequent to March 31, 2022.

Income (Expense)

recorded other income (expense) of $1,250 during the three months ended March 31, 2023 as compared to $(101) for the three months ended

March 31, 2022.

The increase was primarily due to an increase in foreign transaction gains of $1,804, offset by interest expense of $617

recorded during the three months ended March 31, 2023.

net loss for the three months ended March 31, 2023 increased by $14,658, or 97%, to $29,801 as compared to $15,143 for the three months

ended March 31, 2022.

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

Comprehensive Loss

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.

total comprehensive loss for the three months ended March 31, 2023 was $30,651 whereas our total comprehensive loss for the three months

ended March 31, 2022 was $15,749.

and Capital Resources

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

September 30, 2022

March 31, 2023

December 31, 2022

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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.

the three months ended March 31, 2023, we financed our activities from proceeds derived from 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 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.

the three months ended March 31, 2023 and 2022, we used cash of $24,177 and $11,383, respectively, in operations.

Our cash use for the

three months ended March 31, 2023 was primarily attributable to our net loss of $29,801, adjusted for net non-cash expenses in the aggregate

amount of $10,214, partially offset by $4,590 of net cash provided by changes in the levels of operating assets and liabilities.

cash use for the three months ended March 31, 2022 was primarily attributable to our net loss of $15,143, adjusted for net non-cash expenses

in the aggregate amount of $3,572, partially offset by $188 of net cash provided by changes in the levels of operating assets and liabilities.

the three months ended March 31, 2023, net cash used in investing activities was $2,215, of which $1,665 was used to purchase charging

stations and other fixed assets and $550 related to the capitalization of certain engineering costs.

During the three months ended March

31, 2022, net cash used in investing activities was $1,368 which was used to purchase charging stations and other fixed assets.

the three months ended March 31, 2023, cash provided by financing activities was $95,360, of which, $94,766 was provided by offering

proceeds related to the sale of common stock, $835 was provided by the exercise of options and warrants, offset by $92 used to pay down

our liability in connection with a finance lease and $149 used to pay down our liability in connection with internal use software.

the three months ended March 31, 2022, cash used in financing activities was $77, of which, $69 was provided by the exercise of warrants,

offset by $146 used to pay down our liability in connection with internal use software.

of March 31, 2023, we had cash, working capital and an accumulated deficit of $103,202, $120,547 and $363,831, respectively.

three months ended March 31, 2023, we had a net loss of $29,801.

February 2023, we completed an underwritten registered public offering of 8,333,333 shares of our common stock at a public offering price

of $12.00 per share.

We received approximately $100,000 in gross proceeds from the public offering, and approximately $95,000 in net

proceeds after deducting the underwriting discount and offering expenses paid by us.

In addition, the underwriters had a 30-day option

to purchase up to an additional 1,249,999 shares of common stock from us at the public offering price, less the underwriting discounts

and commissions.

The public 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.

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

The underwriters did not exercise the over-allotment option.

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

4 unchanged sentences

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

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

12 months after 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.

4 unchanged sentences

There is also no assurance that the amount of funds we might raise will enable us

to complete our development initiatives or attain profitable operations.

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.

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.

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

to complete our EV development initiatives or attain profitable operations.

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.

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 our 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.

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 advances.

As of March 31, 2023, an aggregate

of 558,721 shares have been sold pursuant to the ATM program representing gross proceeds of approximately $7,697.

During the three-month period ended March 31, 2023, we did not sell any shares of our common stock pursuant to the

Obligations and Commitments

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.

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 March 31, 2023, we had purchase commitment

of approximately $62,088, which will become payable upon the suppliers’ delivery of the charging stations, services and other related

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.

we have operating and finance lease obligations over the next five years of approximately $6,403.

These operating lease obligations are

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

Accounting Estimates

preparation of financial statements and related disclosures in conformity with U.S.

These accounting principles require us to make

estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the financial statements as

well as the reported amounts of revenue and expense during the periods presented.

We believe that the estimates and judgments upon which

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

To the extent

that there are material differences between these estimates and actual results, our financial results will be affected.

The accounting

policies that reflect our more significant estimates and judgments and which we believe are the most critical to aid in fully understanding

and evaluating our reported financial results are described below.

preparation of the condensed consolidated financial statements and related disclosures in conformity with U.S.

accounting principles require us to make estimates and judgments that can affect the reported amounts of assets and liabilities as

of the date of the financial statements as well as the reported amounts of revenue and expense during the periods presented.

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.

To the extent that there are material differences between these estimates and actual

results, our condensed consolidated financial results will be affected.

The accounting policies that reflect our more significant

estimates and judgments and which we believe are the most critical to aid in fully understanding and evaluating our reported

financial results are described below.

following is not intended to be a comprehensive list of all of our accounting policies or estimates.

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policies and estimates since our Annual Report on Form 10-K for the year ended December 31, 2022.

recognize revenue primarily from five different types of contracts:

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.

recognize 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

performance obligation, which generally is at the time it ships the product to the customer or installation of the product

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.

Network fees are billed annually.

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.

– 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

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.

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

14 unchanged sentences

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 our network in determining fair value.

car charging stations throughout its network in determining fair value.

An impairment loss would be recognized when estimated future

44 unchanged sentences

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