What changed in this filing

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Item 1. Financial Statements

2023-08-09 compared with 2023-05-10 · 422 added, 200 removed, 340 unchanged (65% of the section changed)

FINANCIAL STATEMENTS.

Consolidated Balance Sheets

28 unchanged sentences

Stockholders’ Equity:

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

Common stock, $ 0.001 par value, 500,000,000 shares authorized, 63,994,317 and 51,476,445 shares

issued and outstanding as of June 30, 2023 and December 31, 2022, respectively

Additional paid-in capital

6 unchanged sentences

thousands except for share and per share amounts)

For The Three Months Ended

The Three Months Ended

The Six Months Ended

service revenue - company-owned charging stations

Cost of Revenues:

product sales

Charging service revenue - company-owned charging stations

Grant and rebate

Ride-sharing services

Total Revenues

charging services - company-owned charging stations

Host provider

and repairs and maintenance

and amortization

Cost of Revenues

Cost of product sales

Cost of charging services - company-owned charging stations

Host provider fees

Network costs

Warranty and repairs and maintenance

Ride-sharing services

Depreciation and amortization

Total Cost of Revenues

and administrative expenses

operating expenses

General and administrative expenses

Other operating expenses

Total Operating Expenses

Loss From Operations

Operating Expenses

From Operations

gain on foreign exchange

in fair value of derivative and other accrued liabilities

income (expense), net

Other Income (Expense)

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

for income taxes

Net Loss Per Share:

Weighted Average Number of Common Shares Outstanding:

Weighted Average Number

Common Shares Outstanding:

Weighted Average Number

of Common Shares Outstanding:

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

1 unchanged sentence

For the Three Months Ended

For the Six Months Ended

Other Comprehensive Income (Loss):

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Consolidated Statement of Changes in Stockholders’ Equity

the Three Months Ended March 31, 2023

the Three and Six Months Ended June 30, 2023

thousands except for share amounts)

3 unchanged sentences

$ ( 334,030 )

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

5 unchanged sentences

$ ( 363,831 )

Stock-based compensation

Common stock issued in public offering, net of issuance costs [2]

Common stock issued in public offering, net of issuance costs

Reclassification of common stock liability to equity

Common stock issued upon cashless exercise of options and warrants

Other comprehensive income

Balance - June 30, 2023

$ ( 405,313 )

1 unchanged sentence

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

[2] Includes gross

proceeds of $ 18,868 , less issuance costs of $ 380 .

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

Consolidated Statement of Changes in Stockholders’ Equity

the Three Months Ended March 31, 2022

the Three and Six Months Ended June 30, 2022

thousands except for share amounts)

3 unchanged sentences

$ ( 242,470 )

Common stock issued upon exercises of warrants

2 unchanged sentences

Balance - March 31, 2022

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

$ ( 280,234 )

2 unchanged sentences

Consolidated Statements of Cash Flows

For The Three Months Ended

For The Six Months Ended

Cash Flows From Operating Activities:

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Cash Flows From Investing Activities:

Purchase consideration of Envoy, net of cash acquired

Purchase consideration of SemaConnect, net of cash acquired

Purchase consideration of Electric Blue, net of cash acquired

Capitalization of engineering costs

16 unchanged sentences

and restricted cash

gross proceeds of $ 100,000 ,

less issuance costs of $ 5,654

deducted directly from the offering proceeds .

[1] Includes gross

proceeds of $ 118,868 , less issuance costs of $ 5,614 .

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

Consolidated Statements of Cash Flows — Continued

For The Three Months Ended

For The Six Months Ended

Supplemental Disclosures of Cash Flow Information:

1 unchanged sentence

Non-cash investing and financing activities:

Common stock issued as purchase consideration of SemaConnect

Common stock issued as purchase consideration of Electric Blue

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

Property and equipment obtained in exchange for finance lease obligations

Intangible assets obtained in exchange for financing liability

Transfer of inventory to property and equipment

Note receivable applied to purchase consideration of Envoy

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

1 unchanged sentence

thousands except for share and per share amounts)

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

ORGANIZATION, NATURE OF OPERATIONS, AND BASIS OF PRESENTATION

and Operations

11 unchanged sentences

location, availability and fees.

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

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

Blink also operates a car-sharing program through Blink’s wholly owned subsidiary, Blink Mobility, LLC which allows customers the ability to rent electric vehicles through a subscription service.

of Presentation

7 unchanged sentences

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

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

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

June 30, 2023 and for the six months then ended.

The results of operations for the three and six months ended June 30, 2023 are not necessarily

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

3 unchanged sentences

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 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

4 unchanged sentences

The functional currency of certain subsidiaries is the Euro, Indian

Rupee, and the Pound Sterling.

Rupee, and Pound Sterling.

Assets and liabilities are translated based on the exchange rates at the balance sheet date ( 1.0846

for the Euro, 0.1219

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 Indian Rupee, and 1.2634

for the Pound Sterling as of June 30, 2023), while expense accounts are translated at the weighted average exchange rate for the

period ( 1.0763

for the Euro, 0.0122

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

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.

for the Indian Rupee, and 1.2538

for the Pound Sterling for the six months ended June 30, 2023).

During the six months ended June 30, 2022, expense

accounts are translated at the weighted average exchange rate for the period ( 1.0554 for

the Euro, 0.0127 for the Indian Rupee, and 1.2281 for

the Pound Sterling) .

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) gains attributable to foreign exchange were $ ( 1,026 )

during the three and six months ended June 30, 2023, respectively.

Transaction losses attributable to foreign exchange were $ 244

during the three and six months ended June 30, 2022, respectively.

Company recognizes revenue primarily from four different types of contracts:

6 unchanged sentences

Network fees are billed annually.

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

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

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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For The Three Months Ended

For The Six Months Ended

Revenues - Recognized at a Point in Time

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Revenues - Recognized Over a Period of Time:

Network and other warranty fees

Network and other fees

Total Revenues - Recognized Over a Period of Time

Revenues- Other

Ride-sharing services

Car-sharing services

Grant and rebate

2 unchanged sentences

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

OF REVENUE RECOGNITION BY GEOGRAPHICAL AREA

SCHEDULE OF REVENUE RECOGNITION BY GEOGRAPHICAL AREA

For The Three Months Ended

For The Six Months Ended

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 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.

of June 30, 2023, the Company had $ 21,602 related to contract liabilities where performance obligations have not yet been satisfied,

which has been included within deferred revenue on the condensed consolidated balance sheet as of June 30, 2023.

The Company expects

1 unchanged sentence

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.

the three and six months ended June 30, 2023, the Company recognized $ 572 and $ 1,007 of revenues, respectively, related to network fees

and warranty contracts, which were included in deferred revenues as of December 31, 2022.

During the six months ended June 30, 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

3 unchanged sentences

useful lives over the useful life of the charging station.

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

During the three months ended June 30, 2023 and 2022, the Company recorded

$ 188 and $ 125 , respectively, related to grant and rebate revenue.

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

During the six months ended June 30, 2023 and 2022, the Company recorded

$ 237 and $ 200 , respectively, related to grant and rebate revenue.

During the three months ended June 30, 2023 and 2022, the Company recognized

$ 52 and $ 51 respectively, of revenue related to alternative fuel credits.

During the six months ended June 30, 2023 and 2022, the Company

recognized $ 103 and $ 117 , respectively, of revenue related to alternative fuel credits.

car-sharing services, which are not within scope of ASC 606, pertain to revenues and expenses related to a car-sharing services agreement

with the City of Los Angeles which allows customers the ability to rent electric vehicles through a subscription service.

1 unchanged sentence

During the three months

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

ended June 30, 2023 and 2022, the Company recognized $ 957 and $ 279 , respectively, related to car-sharing services revenue.

six months ended June 30, 2023 and 2022, the Company recognized $ 1,209 and $ 518 , respectively, related to car-sharing services revenue.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2 unchanged sentences

CONCENTRATIONS

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

of total revenue.

During the three months ended

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 %

the three months ended June 30, 2023 and 2022, sales to a significant customer represented 0 % and 10 % of total revenue,

respectively.

During the three months ended June 30, 2023, the Company made purchases from a significant supplier that represented

14 % of total purchases.

During the six months ended June 30, 2023 and 2022, the Company made purchases from a significant supplier

that represented 13 %

of total purchases, respectively.

As of June 30, 2023, accounts receivable from a significant customer represented 19 % of total accounts receivable.

As of June 30, 2023, accounts payable to a significant vendor represented 16 % of total accounts payable.

LOSS PER COMMON SHARE

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would have been anti-dilutive:

OF OUTSTANDING DILUTED SHARES EXCLUDED FROM DILUTED LOSS PER SHARE COMPUTATION

For the Three Months Ended

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

For the Three and Six Months Ended

Total potentially dilutive shares

ADOPTED ACCOUNTING STANDARDS

July 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-03,

“Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing

Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718):

Amendments to SEC Paragraphs

Pursuant to SEC Staff Accounting Bulletin No.

120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin

Topic 6.B, Accounting Series Release 280—General Revision of Regulation S-X:

Income or Loss Applicable to Common Stock.”

ASU 2023-03 amends the ASC for SEC updates pursuant to SEC Staff Accounting Bulletin No.

SEC Staff Announcement at the March 24,

2022 Emerging Issues Task Force (“EITF”) Meeting;

and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280

- General Revision of Regulation S-X:

Income or Loss Applicable to Common Stock.

These updates were immediately effective and did not

have a significant impact on the Company’s condensed consolidated financial statements.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands except for share and per share amounts)

BUSINESS COMBINATION

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”).

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

which bears interest at a rate of 6 % per annum and becomes due 12 months from Closing;

(iii) a promissory note of Mobility in the principal

amount of $ 2,000 which bears interest at a rate of 6 % per annum and becomes due 18 months from Closing;

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

aggregate purchase price was $ 30,900 ,

which included a working capital deficit of $ 1,767 and

closing date cash of $ 19 .

fair value of the consideration paid in the acquisition consisted of:

(a) $6,000 in cash ($4,679 was paid at Closing and $1,321 was

paid prior to Closing in the form of a note receivable);

(b) $6,782 in aggregate promissory notes;

and (c) $18,118 in common stock

of Mobility subject to the conditions described above.

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.

The common stock consideration payable in the amount of $ 18,118

is included within consideration payable on the condensed consolidated balance sheet as of June 30, 2023.

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

assets acquired and liabilities assumed for Envoy.

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

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

The Envoy acquisition will necessitate the use of this measurement

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

including intangible assets, accounts receivable and certain fixed assets.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands except for share and per share amounts)

BUSINESS COMBINATIONS – CONTINUED

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

OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

Price Allocation

Purchase Consideration:

Deferred cash consideration

Total Purchase Consideration

Customer relationships

Internally developed technology

Property and equipment

Notes payable- non current portion

Lease liability- non current portion

Net working capital deficit

Fair Value of Identified Net Assets

Remaining Unidentified Goodwill Value

connection with the acquisition of Envoy, the Company acquired intangible assets in the form of a trade name, customer relationships

and internally developed technology.

Company used the relief from royalty method when determining the fair value of the acquired trademark and internally developed technology.

The fair value was determined by applying an estimated royalty rate to revenues, measuring the value the Company would pay in royalties

to a market participant if it did not own the trademark and internally developed technology and had to license it from a third party.

The trademark was assigned a useful life of two years and the internally developed technology was assigned a useful life of three years .

determining fair value of customer relationships, a form of income approach, known as the multi period excess earnings method was used.

The fair value was determined by calculating the present value of estimated future operating cash flows generated from the existing customers

less costs to realize the revenue.

The Company applied a discount rate of 30 % , which reflected the nature of the assets as they relate

to the risk and uncertainty of the estimated future operating cash flows.

Other significant assumptions used to estimate the fair value

of the customer contracts include an assumed income tax rate of 26 % .

The customer relationships were assigned a 15 year useful life.

fair value of working capital accounts were determined to be the carrying values due to the short-term nature of the assets and liabilities.

fair value of property and equipment was estimated by applying the cost approach.

The cost approach uses the replacement or reproduction

cost as an indicator of fair value.

The assumptions of the cost approach include replacement cost new, projected capital expenditures,

and physical deterioration factors including economic useful life, remaining useful life, age, and effective age.

of June 30, 2023, the estimated fair value of the common stock consideration payable was $ 18,118 .

The Company uses a probability-weighted

discounted cash flow approach as a valuation technique to determine the fair value of the common stock consideration payable on the

acquisition date and at each reporting period.

The significant unobservable inputs used in the fair value measurements are 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 common stock consideration

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands except for share and per share amounts)

BUSINESS COMBINATIONS – CONTINUED

components of net working capital deficit are as follows:

Current assets:

Accounts receivable

Prepaid expenses and other current assets

Total current assets

Less current liabilities:

Accounts payable

Current portion of lease liability

Current portion of notes payable

Deferred revenue

Accrued expenses and other current liabilities

Total current liabilities

Net working capital deficit

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

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

Goodwill of $ 27,797

from the acquisition of Envoy is not expected to be deductible for income tax purposes.

condensed consolidated financial statements of the Company include the results of operations of Envoy from April 18, 2023 to June 30,

2023 and do not include results of operations for periods prior to April 18, 2023.

The results of operations of Envoy from April 18,

2023 to June 30, 2023 included revenues of $ 654 and a net loss of $ 851 .

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

30, 2023 and 2022 as if the acquisition of Envoy occurred at the beginning of fiscal year 2022.

The pro forma information provided below

is compiled from the preacquisition financial information of Envoy and includes pro forma adjustments to give effect to (i) interest

expense related to notes issued as consideration and (ii) amortization expense associated with the acquired intangible assets.

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 2022 or (ii) future results of operations.

SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS

For the Three Months Ended

For the Six Months Ended

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 of $ 289 expensed as incurred and are recorded within general and administrative expenses on the condensed consolidated

statements of operations.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands except for share and per share amounts)

STOCKHOLDERS’ EQUITY

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.

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 per share.

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.

The public offering was made pursuant to

our automatic shelf registration statement on Form S-3 filed with the SEC on January 6, 2021, and prospectus supplement dated February

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

Wainwright & Co., Roth Capital Partners and ThinkEquity

acted as co-managers for the offering.

The underwriters did not exercise the over-allotment granted to them in connection with the offering.

On 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 “ATM” equity offering program pursuant to which the Company 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 Company currently anticipate using the net proceeds from the sale of its shares of common stock under the ATM program

to supplement our operating cash flows to fund EV charging station deployment and growth plans.

The Company also plans to use any remaining

proceeds it receives 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.

During the six months ended June 30, 2023, the Company sold 2,757,168

shares of its common stock for gross proceeds of approximately $ 18,868 pursuant to the ATM program.

As of June 30, 2023, 3,315,889 shares

have been sold pursuant to the ATM program representing gross proceeds of approximately $ 26,565 .

the six months ended June 30, 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 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)

the six months ended June 30, 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 .

the six months ended June 30, 2023, the Company issued an aggregate of 8,235 shares of common stock with an issuance date fair value

of $ 35 in satisfaction of a common stock liability.

the six months ended June 30, 2023, the Company issued an aggregate of 393,240 shares of the Company’s common stock pursuant to

the cashless exercise of 796,940 options and warrants.

The options had a weighted average exercise price of $ 3.35 per share and the warrants

had a weighted average exercise price of $ 4.25 per share.

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

ended June 30, 2023 of $ 7,775 and $ 19,439 , 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, stock options and warrants

for the three and six months ended June 30, 2022 of $ 1,027 and $ 2,989 , respectively, which is included within compensation expense on

the condensed consolidated statements of operations.

As of June 30, 2023, there was $ 5,910 of unrecognized stock-based compensation expense

that will be recognized over the weighted average remaining vesting period of 1.74 years.

RELATED PARTY TRANSACTIONS

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

Note 7 – Commitments and Contingencies – Purchase Commitments for disclosure of a commitment made to a related party.

Company and a group of three

3 unchanged sentences

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.

Pursuant to 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 while the other three entities own 60 %

of the Entity.

1 unchanged sentence

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

did not record sales to Hellas during the three and six months June 30, 2023.

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

the Company recognized sales of $ 0

respectively, As of June 30, 2023 and December 31, 2022 the Company had a payable of approximately $ 85 and $ 84 ,

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.

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

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

in the Entity.

From inception through June 30, 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 six months ended June 30, 2023 and 2022.

CHARGING UK LIMITED

of June 30, 2023, several close family members of a senior management employee are providing services to Electric Blue Limited.

the three and six months ended June 30, 2023, these related parties have collectively provided services worth $ 39

respectively, to Electric Blue

Furthermore, as of June 30, 2023, there were purchase commitments of $ 23 to

the same related parties.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands except for share and per share amounts)

LEASES – CONTINUED

operating lease expenses for the three and six months ended June 30, 2023 were $ 655

and $ 1,149 ,

respectively, and for the three and six months ended June 30, 2022 were $ 175

respectively, which were recorded in other operating expenses on the condensed consolidated statements of operations.

lease expenses consist of rent expense, common area maintenance adjustments and other expenses.

of June 30, 2023, the Company had $ 2,068 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 June 30, 2023.

of June 30, 2023, the Company did not have additional operating and financing leases that have not yet commenced.

the three and six months ended June 30, 2023, the Company recorded $ 106 and $ 116 , respectively,

of interest expense related to finance leases,

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

During the three and six months ended

June 30, 2023, the Company recorded amortization expense of $ 353

related to finance leases.

There were no

expenses incurred related to finance leases during

the six months ended June 30, 2022.

cash flows information related to leases was as follows:

SCHEDULE OF SUPPLEMENTAL CASH FLOWS INFORMATION RELATED TO LEASES

For The Three Months Ended

For The Six Months Ended

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

Operating cash flows from operating leases

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

cash flows from operating leases

Financing cash flows from finance leases

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

cash flows from finance leases

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

Operating leases

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

Finance leases

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

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:

minimum payments under non-cancellable leases as of June 30, 2023 were as follows:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

4 unchanged sentences

imputed interest

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands except for share and per share amounts)

COMMITMENTS AND CONTINGENCIES

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.

of June 30, 2023, the Company had purchase commitments of approximately $ 33,000 , of which, approximately $ 23 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 March 31, 2023 as it determined that any such loss contingency was either not probable

recorded an accrual related to this matter as of June 30, 2023 as it determined that any such loss contingency was either not probable

or estimable.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands except for share and per share amounts)

COMMITMENTS AND CONTINGENCIES – CONTINUED

AND DISPUTES – CONTINUED

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

15 unchanged sentences

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

The Company has not recorded an accrual related to this matter as of June 30, 2023 as it determined that any

such loss contingency was either not probable or estimable.

16 unchanged sentences

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

recorded an accrual related to this matter as of June 30, 2023 as it determined that any such loss contingency was either not probable

or estimable.

10 unchanged sentences

the motion to dismiss filed in the consolidated Bush Lawsuit.

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

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

30, 2023 as it determined that any such loss contingency was either not probable or estimable.

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

Company estimates an approximate cost of $ 390 to repair deployed chargers, which the Company owns as of June 30, 2023.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands except for share and per share amounts)

COMMITMENTS AND CONTINGENCIES – CONTINUED

June 21, 2023, the Company and its former Chief Executive Officer Michael D.

Farkas entered into a separation and general release agreement,

dated as of June 20, 2023 (the “Separation Agreement”) pursuant to Mr.

Farkas’ May 1, 2023 termination of employment

and the terms of Mr.

Farkas’ employment agreement, effective as of January 1, 2021 (the “Employment Agreement”).

Separation Agreement became effective on June 28, 2023, following a statutory revocation period.

Under the terms of the Separation Agreement,

the Company agreed to provide Mr.

Farkas with (i) $ 6,028 in cash compensation, (ii) 383,738 shares of the Company’s common

stock (approximately $ 2,600 was included in accrued expenses and other current liabilities as of June 30, 2023 related to the common

stock since the shares had not been issued by the Company as of such date;

as of the date of filing, the shares have not been issued),

and (iii) reimbursement for medical benefits under COBRA for 24 months or until Mr.

Farkas becomes eligible for coverage under another

employer’s group plan.

In addition, Mr.

Farkas’ outstanding issued and unvested equity awards vested (as a result, the Company

recognized approximately $ 2,900 of stock-based compensation expense during the three months ended June 30, 2023 related to the accelerated

In return, Mr.

Farkas agreed that he has received all compensation to which he is entitled with respect to his employment or

termination thereof (except for any obligations under the parties’ Commission Agreement, dated as of November 17, 2009) and Mr.

Farkas released the Company from all claims that he might have related to his employment.

Farkas acknowledged that the terms

of his non-competition and non-solicitation covenants under his Employment Agreement remain in effect, except that Mr.

Farkas will be

permitted to continue to work with certain individuals with whom he has a current relationship outside of the Company.

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.

AMENDMENT TO MERGER AGREEMENT - SEMACONNECT

August 4, 2023, the Company, SemaConnect LLC, its wholly-owned subsidiary, and Shareholder Representative Services LLC, on behalf of

the former stockholders of SemaConnect, Inc.

(the “Stockholders’ Representative”), entered into an amendment (the “Amendment”)

to the original Agreement and Plan of Merger, dated as of June 13, 2022 (the “Merger Agreement”), pursuant to which the Company

acquired SemaConnect.

the terms of the Amendment, the parties modified the manner by which the “Deferred Merger Consideration” (which remains $ 40,600 ,

plus accrued interest) will be paid by the Company.

As amended, the Company agreed to pay:

(a) within 15 days following our consummation

of a financing transaction or series of related transactions in excess of $150,000 since the June 2022 closing of the Merger Agreement,

$12,500 of the outstanding Deferred Merger Consideration in cash to the former stockholders of SemaConnect (the “Stockholders”),

and (b) within 15 days following our consummation of any financing transaction or series of related transactions in excess of $250,000

since the closing of the Merger Agreement, fifty cents of every dollar of proceeds received by the Company in excess of $250,000 to repay

the Deferred Merger Consideration until all Deferred Merger Consideration is paid in full to the Stockholders .

The Company agreed that

its payment obligations will be guaranteed by all of the Company’s United States subsidiaries and secured by a security interest

on all assets of the Company and its United States subsidiaries.

The Company also agreed that such obligations will be due and payable

by April 1, 2025, shortening the original due date from June 13, 2025.

Stockholder will have the right to convert its outstanding Deferred Merger Consideration (after the initial payment of $12,500, plus

accrued interest) into shares of the Company’s common stock at a conversion price equal to 126% of the seven-day average prior

to the date of the Amendment;

provided that under no circumstance will the Company be obligated to issue such number of shares equal

to or in excess of 20% of the Company’s common stock to the Stockholders, taking into account all common stock previously issued

to such holders in the transaction.

Under the Amendment, interest on the Deferred Merger Consideration was increased from 7% to 9.5%

per annum following the date of the Amendment until full repayment of Deferred Merger Consideration .

One half of the accrued interest

may be paid in cash and the other half may be paid in kind.

consideration of the agreement by the Stockholders to enter into the Amendment, the Company agreed to issue shares of its common stock

with a value of $ 1,000 (based on the average closing price on and over the three days before and after the date of the Amendment) to

the Stockholders’ Representative.

The Company also agreed to reimburse up to $50 of the Stockholders’ Representative’s

out-of-pocket expenses.

June 30, 2023, the parties to the Amendment entered into an interim amendment to the Merger Agreement for administrative purposes, modifying

the transaction amount threshold related to Deferred Cash Consideration in the Merger Agreement from $ 125,000 to $ 127,000 .

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