What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-11-13 compared with 2023-08-09 · 415 added, 394 removed, 323 unchanged (71% of the section changed)

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(together with its subsidiaries,

“Blink” or the “Company”) as of June 30, 2023 and for the three and six months ended June 30, 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

“Blink” or the “Company”) as of September 30, 2023 and for the three and nine months ended September 30, 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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We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties,

risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections

upon which the statements are based.

Factors that may affect our results include, but are not limited to, the risks and uncertainties

set forth under Item 1A.

Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as discussed

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

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

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

The Covid-19 pandemic is a highly fluid situation and

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

We will continue

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

of Covid-19 on our industry becomes clearer.

risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements.

Factors that may

affect our results include, but are not limited to, the risks and uncertainties set forth under Part 1, Item 1A, “Risk Factors”

in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, and under a similar item in subsequent periodic

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

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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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, state and municipal entities among other types of commercial

The Blink Networks provide property owners, managers, parking companies, state and municipal entities, and other types of commercial

customers, (“Property Partners”) with cloud-based services that enable the remote monitoring and management of EV charging

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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 five years with extensions that can bring the term up to fifteen years.

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

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

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

operate an EV based car-sharing business through our wholly owned subsidiary, Blink Mobility, LLC (“Blink Mobility”), which

allows customers the ability to rent electric vehicles through a subscription service and charge those cars through our charging stations.

In April 2023, Blink Mobility acquired Envoy Technologies, Inc.

(“Envoy Technologies”), a software and mobility services

company offering shared EVs as an amenity for national real estate developers and owners.

In connection with the acquisition of Envoy

Technologies, our board of directors authorized our management to begin planning the spin-off and initial public offering of Blink Mobility.

There is no guarantee the spin-off or initial public offering will occur.

also operate an EV based ride-sharing business through our wholly-owned subsidiary, Blink Mobility LLC (“Mobility”).

Mobility operates a car sharing program in Los Angeles, California, through its subsidiary, BlueLA Rideshare, LLC, which allows customers

the ability to rent electric vehicles through a subscription service and charge those cars through our charging stations.

In April 2023,

Blink Mobility acquired Envoy Technologies, Inc.

(“ Envoy Technologies”), a software and mobility services company offering

shared EVs as an amenity for national real estate developers and owners.

In connection with the acquisition of Envoy Technologies, our

board of directors authorized our management to begin planning the spin-off and initial public offering of Blink Mobility.

date of this report, we have engaged an investment bank to assist with this process, but there is no guarantee the spin-off or initial

public offering will occur.

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

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and workplace locations.

of June 30, 2023, we sold or deployed 78,769 chargers, of which 59,797 were in Blink’s Networks (52,287 Level 2 publicly accessible

commercial chargers, 5,428 Level 2 private commercial chargers, 1,551 DC Fast Charging EV publicly accessible chargers, 30 DC Fast Charging

EV private chargers, and 500 residential Level 2 Blink EV chargers, inclusive of 7,628 chargers pending to be commissioned).

in the Blink Networks are 4,865 chargers owned by us.

The remaining were non-networked, on other networks or international sales or deployments

(2,214 Level 2 commercial chargers, 115 DC Fast Charging chargers, 12,224 residential Level 2 Blink EV chargers, 2,971 sold to

2022 and 2023, through the acquisitions of SemaConnect, Inc., Envoy Technologies, Inc.

and Electric Blue Limited, we added new offices

in Bowie, Maryland, St.

Albans, United Kingdom, and Los Angeles, California, and manufacturing facilities in Bowie, Maryland and Bangalore,

These new office and manufacturing facilities add to our expanding U.S.

and international capacity to develop and manufacture

hardware and innovate new software capabilities to better meet the needs of an evolving EV charging landscape, while also serving as

a key hub for operations serving the Europe, Asia Pacific and Middle East regions.

This expansion in footprint is part of our growth

strategy to grow our global engineering teams and develop operational hubs to facilitate expansion into new international regions.

of September 30, 2023, we sold or deployed 84,703 chargers, of which 65,079 were in Blink’s Networks (57,571 Level 2 publicly

accessible commercial chargers, 5,134 Level 2 private commercial chargers, 1,832 DC Fast Charging EV publicly accessible chargers,

28 DC Fast Charging EV private chargers, and 514 residential Level 2 Blink EV chargers, inclusive of 10,286 chargers pending to be

commissioned).

Included in the Blink Networks are 5,212 chargers owned by us.

The remaining were non-networked, on other networks or

international sales or deployments (1,991 Level 2 commercial chargers, 145 DC Fast Charging chargers, 12,224 residential Level 2

Blink EV chargers, 3,716 sold to other U.S.

networks, 1,468 sold internationally and 80 deployed internationally).

The charger units noted above are net of swap-out or

replacement units.

reflected in our condensed consolidated financial statements as of June 30, 2023, we had a cash balance of $74,464, working capital

of $100,484 and an accumulated deficit of $405,313.

During the three and six months ended June 30, 2023, we incurred net losses of

The charger units

noted above are net of swap-out or replacement units

reflected in our condensed consolidated financial statements as of September 30, 2023, we had cash of $66,678, working capital of

$94,455 and an accumulated deficit of $518,034.

During the three and nine months ended September 30, 2023, we incurred net losses of

$112,721 and $184,004, respectively.

We have not yet achieved profitability.

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”).

April 18, 2023, 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.

Pursuant to the Acquisition

Agreement, Merger Sub merged with and into Envoy Technologies, whereupon the separate corporate existence of Merger Sub ceased, and Envoy

Technologies 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:

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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 $1,791 and closing date cash of $19.

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);

(ii) a promissory note of Blink 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 Blink 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;

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.

aggregate purchase price was $30,900 as well as the assumption of working capital deficit of $1,595 (which included closing date

cash of $19).

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

(a) $6,000 in cash ($3,440 was paid at

Closing and $2,560 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.

$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

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

the three months ended September 30, 2023, the Company sold an additional 2,477,948 shares of common stock under the ATM program for

aggregate gross proceeds of $9,392, less issuance costs of $267.

Product and Service Offerings

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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.

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

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.

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

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

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compatibility, and remote monitoring.

Current Economic Conditions

and Macroeconomic Environment

the last several years, the global economy has experienced disruption and sustained volatility due to a number of factors.

the global outbreak of COVID-19 resulted in volatility in the global and domestic economies, changes in consumer and business behavior,

market downturns and restrictions on business and individual activities, resulting in overall reduced economic activity.

Additionally,

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

and foreign government monetary

policies, supply chain disruptions, fluctuations in currency exchange rates and the Russian invasion of Ukraine have led to further economic

As a result, we are unable to predict the ultimate impact of equipment orders, chip shortage, the impact of other economic

conditions and continuous presence of Covid-19 may 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 and macroeconomic factors on our business

For a further discussion of the risks, uncertainties and actions, see “Item 1A Risk Factors” in the Company’s

Annual Report on Form 10-K for the year ended December 31, 2022.

Factors Affecting Operating Results

believe our performance and future success depend on several factors, including those discussed below:

- The EV charging equipment and service market is highly competitive, and we expect the market to become increasingly competitive

as new entrants enter this growing market.

Our products and services compete on product performance and features, the total cost of ownership,

sales capabilities, financial stability, brand recognition, product reliability, and the installed base’s size.

Existing competitors

may expand their product offerings and sales strategies, and new competitors may enter the market.

If our market share decreases due

to increased competition, its revenue and ability to generate profits in the future may be impacted.

- Our growth is highly dependent upon the adoption by consumers of EVs, and we are subject to a risk of any reduced demand for EVs.

The market for alternative fuel vehicles is relatively new, rapidly evolving, characterized by rapidly changing technologies, price competition,

additional competitors, evolving government regulation and industry standards, frequent new vehicle announcements, long development cycles

for EV original equipment manufacturers, and changing consumer demands and behaviors.

Factors that may influence the purchase and use

of alternative fuel vehicles, and specifically EVs, include perceptions about EV quality, safety (in particular with respect to lithium-ion

battery packs), design, performance and cost;

the limited range over which EVs may be driven on a single battery charge and concerns

about running out of power while in use;

– The EV charging equipment and service market is highly competitive, and we expect the market to become increasingly competitive as

new entrants enter this growing market.

Our products and services compete on product performance and features, the total cost of

ownership, sales capabilities, financial stability, brand recognition, product reliability, and the installed base’s size.

Existing competitors may expand their product offerings and sales strategies, and new competitors may enter the market.

market share decreases due to increased competition, its revenue and ability to generate profits in the future may be

– Our growth is highly dependent upon the adoption by consumers of EVs, and we are subject to the risk of any reduced demand

The market for alternative fuel vehicles is relatively new and rapidly evolving.

It is characterized by rapidly changing technologies,

price competition, additional competitors, evolving government regulation and industry standards, frequent new vehicle announcements,

long development cycles for EV original equipment manufacturers, and changing consumer demands and behaviors.

Factors that may influence

the purchase and use of alternative fuel vehicles, and specifically EVs, include perceptions about EV quality, safety (in particular

with respect to lithium-ion battery packs), design, performance and cost;

the limited range over which EVs may be driven on a single

battery charge and concerns about running out of power while in use;

improvements in the fuel economy of the internal combustion engine;

consumers’ desire

and ability to purchase a luxury automobile or one that is perceived as exclusive;

the environmental consciousness of consumers;

in the cost of oil and gasoline;

consumers’ perceptions of the dependency of the United States on oil from unstable or hostile

countries and the impact of international conflicts;

government regulations and economic incentives promoting fuel efficiency and alternate

forms of energy;

access to charging stations, standardization of EV charging systems and consumers’ perceptions about convenience

and cost to charge an EV;

and the availability of tax and other governmental incentives to purchase and operate EVs or future regulation

requiring increased use of nonpolluting vehicles.

If the market for EVs does not gain broad market acceptance or develops slower than

we expect, our business, prospects, financial condition and operating results may be adversely affected.

- Our business is subject to a variety of federal, state and international laws and regulations, including those with respect to

government incentives promoting fuel efficiency and alternate forms of energy, electric vehicles and others.

These laws and

regulations, and the interpretation or application of these laws and regulations, could change.

Any reduction, elimination or

discriminatory application of government subsidies and economic incentives because of policy changes, fiscal tightening or other

reasons may result in diminished revenues from government sources and diminished demand for our products.

In addition, new laws or

regulations affecting our business could be enacted.

These laws and regulations are frequently costly to comply with and may divert

a significant portion of management’s attention.

Changes to these applicable laws or regulations could affect business and/or

harm our customers, thereby adversely affect our business, financial condition and results of operations.

consumers’ desire and ability to purchase a luxury automobile or one that is perceived as exclusive;

the environmental consciousness

of consumers;

volatility in the cost of oil and gasoline;

consumers’ perceptions of the dependency of the United States on oil

from unstable or hostile countries and the impact of international conflicts;

government regulations and economic incentives promoting

fuel efficiency and alternate forms of energy;

access to charging stations, standardization of EV charging systems and consumers’

perceptions about convenience and cost to charge an EV;

and the availability of tax and other governmental incentives to purchase and

operate EVs or future regulation requiring increased use of nonpolluting vehicles.

If the market for EVs does not gain broad market acceptance

or develops slower than we expect, our business, prospects, financial condition and operating results may be adversely affected.

- Our business is subject to a variety of federal, state and international laws and regulations, including those with respect government

incentives promoting fuel efficiency and alternate forms of energy, electric vehicles and others.

These laws and regulations, and the

interpretation or application of these laws and regulations, could change.

Any reduction, elimination or discriminatory application of

government subsidies and economic incentives because of policy changes, fiscal tightening or other reasons may result in diminished revenues

from government sources and diminished demand for our products.

In addition, new laws or regulations affecting our business could be

These laws and regulations are frequently costly to comply with and may divert a significant portion of management’s attention.

Changes to these applicable laws or regulations could affect business and/or harm our customers, thereby adversely affect our business,

financial condition and results of operations.

through Acquisitions - We may pursue strategic domestic and international acquisitions to expand our operations.

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If we are unable to integrate or pursue strategic acquisitions, our financial condition and results

of operations would be negatively impacted.

of operations will be negatively impacted.

Results of Operations

The Three Months

For the Six Months

Ended June 30,

For The Three Months Ended

For the Nine Months Ended

September 30,

Product sales

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Other operating expenses

Impairment of intangible assets

Impairment of goodwill

Total Operating Expenses

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Other (Expense) Income:

Interest (expense) income

(Loss) gain on foreign exchange

Change in fair value of derivative and other liabilities

Interest expense

Gain (loss) on foreign exchange

Loss on extinguishment of notes payable

Change in fair value of derivative and other accrued liabilities

Other income (expense), net

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Provision for income taxes

Months Ended June 30, 2023 Compared Three Months Ended June 30, 2022

revenue for the three months ended June 30, 2023 increased by $21,356, or 186%, to $32,842 compared to $11,486 during the three months

ended June 30, 2022.

service revenue from Company-owned charging stations was $4,367 for the three months ended June 30, 2023 as compared to $1,494 for the

three months ended June 30, 2022, an increase of $2,873, or 192%.

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

an increased number of chargers on the Blink Networks.

from product sales was $24,587 for the three months ended June 30, 2023 compared to $8,828 during the three months ended June 30, 2022,

Months Ended September 30, 2023 Compared Three Months Ended September 30, 2022

revenue for the three months ended September 30, 2023 increased by $26,130, or 152%, to $43,377 compared to $17,247 during the three

months ended September 30, 2022.

from product sales was $35,059 for the three months ended September 30, 2023 as compared to $13,358 during the three months ended September

30, 2022, an increase of $21,701, or 162%.

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

chargers when compared to the same period in 2022.

fee revenues were $1,667 for the three months ended June 30, 2023 compared to $472 for the three months ended June 30, 2022, an increase

of $1,195, or 253%.

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

during the three months ended June 30, 2023, as compared to the three months ended June 30, 2022.

revenues were $921 for the three months ended June 30, 2023 compared to $99 for the three months ended June 30, 2022, an increase of

$822, or 830%.

The increase was primarily attributable to an increase in warranty contracts sold for the three months June 30, 2023 compared

to the three months June 30, 2022.

As of June 30, 2023, we recorded a liability of $221 which represents the estimated cost of existing

backlog of known warranty cases.

and rebate revenues were $188 during the three months ended June 30, 2023, compared to $125 during the three months ended June 30, 2022,

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

and residential chargers when compared to the same period in 2022.

service revenue from Company-owned charging stations was $3,859 for the three months ended September 30, 2023 as compared to $1,256 for

the three months ended September 30, 2022, an increase of $2,603, or 207%.

The increase is due to the increase in utilization of chargers

and an increased number of chargers on the Blink Networks.

fee revenues were $1,973 for the three months ended September 30, 2023 as compared to $1,456 for the three months ended September

30, 2022, an increase of $517, or 36%.

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 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 June 30, 2023, and 2022.

services revenues were $957 during the three months ended June 30, 2023 compared to $279 during the three months ended June 30, 2022,

The increase was attributable to increases in host owned units during the three months ended

September 30, 2023, as compared to the three months ended September 30, 2022.

revenues were $849 for the three months ended September 30, 2023 as compared to $309 for the three months ended September 30, 2022, an

increase of $540, or 175%.

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

30, 2023 as compared to the three months September 30, 2022.

As of September 30, 2023, we recorded a liability of $9 which represents

the estimated cost of existing backlog of known warranty cases.

and rebate revenues were $47 during the three months ended September 30, 2023 as compared to $83 during the three months ended September

30, 2022, a decrease of $36, or 43%.

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 September 30, 2023, and 2022.

services revenues were $903 during the three months ended September 30, 2023 as compared to $367 during the three months ended September

30, 2022, an increase of $536, or 146%.

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

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

Also contributing to the increase in revenues is revenues

of $654 from Envoy, which was acquired in April 2023.

revenue decreased by $34 or 18% to $155 for the three months ended June 30, 2023 as compared to $189 for the three months ended June 30, 2022.

The increase was primarily attributable to higher Low Carbon Fuel Standard (LCFS) credits generated during the three months June 30,

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.

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

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

Also contributing to the increase in revenues

is revenues of $782 from Envoy, which was acquired in April 2023.

revenue increased by $269 or 64% to $687 for the three months ended September 30, 2023 as compared to $418 for the three months ended

September 30, 2022.

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

months September 30, 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

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of our installed charging stations.

Cost of revenues for the three months ended June 30, 2023 were $20,551 as compared to $9,529 for

the three months ended June 30, 2022, an increase of $11,022, or 116%.

Cost of revenues for the three months ended September 30, 2023 were $30,592 as compared to $12,466

for the three months ended September 30, 2022, an increase of $18,126 or 145%.

There is a degree of variability in our costs in relationship

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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 $6,790, or 107%, from $6,369 for the three months ended June 30, 2022 as compared to $13,159 for the three

months ended June 30, 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 June 30, 2023 compared to the same

period in 2022.

of charging services-company-owned charging stations (electricity reimbursements) increased by $392, or 112%, to $743 for the three

months ended June 30, 2023 as compared to $351 for the three months ended June 30, 2022.

of product sales increased by $15,956, or 184%, from $8,663 for the three months ended September 30, 2022 as compared to $24,619 for

the three months ended September 30, 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 September 30, 2023 compared

to the same period in 2022.

of charging services-company-owned charging stations (electricity reimbursements) increased by $331, or 141%, to $566 for the three months

ended September 30, 2023 as compared to $235 for the three months ended September 30, 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 $1,418, or 173%, to $2,239 during the three months ended June 30, 2023 as compared to $821 during the three

months ended June 30, 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 $313 or 172%, to $495 during the three months ended June 30, 2023 as compared to $182 during the three months ended

June 30, 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 $892, or 171%, to $1,415 during the three months ended June 30, 2023 from $523 during

the three months ended June 30, 2022.

The increase in 2023 was attributable to significant efforts expended to reduce the backlog in

warranty and repairs and maintenance cases.

Also contributing to the increase was $20 from EB.

As of June 30, 2023, we recorded a liability

of $221 which represents the estimated cost of existing backlog of known warranty cases.

of car-sharing services was $1,594 during the three months ended June 30, 2023 compared to $659 during the 2022 period, the increase

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

Also contributing to the increase in costs for these services is $625 from Envoy, which was acquired in April 2023.

and amortization expense increased by $282, or 45%, to $906 for the three months ended June 30, 2023 as compared to $624 for the three

months ended June 30, 2022.

The increase in depreciation expense was attributable to an increase in the number of EV charging stations

and vehicles associated with the car-share services.

expense increased by $27,211, or 252%, to $37,990 (consisting of approximately $15.5 million of cash compensation and benefits and

approximately $11.7 million of non-cash compensation) for the three months ended June 30, 2023.

Compensation expense was $10,779

(consisting of approximately $9.8 million of cash compensation and benefits and approximately $1.0 million of non-cash compensation)

for the three months ended June 30, 2022.

The increase in compensation expense for the three

months ended June 30, 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

In addition, compensation expense during the three months ended June 30, 2023 compared to the same period in 2022 increased

due to additional personnel in conjunction with the acquisition of Envoy in April 2023.

Also contributing to the increase in

compensation expense is (1) non-cash stock-based compensation of approximately $5,500 related to the accelerated vesting of equity

award grants and additional stock-based compensation associated with the resignation of our former Chief Executive Officer pursuant

to the terms of his Executive Chairman and CEO Employment Agreement, dated May 28, 2021 (the “Former CEO Employment

Agreement”), as set forth in the Separation and General Release Agreement, dated as of June 20, 2023, between our Company and

the former Chief Executive Officer;

and (2) non-recurring expenses of approximately $11,600, consisting of the non-recurring payment

of approximately $6,100 to our former Chief Executive Officer pursuant to the Former CEO Employment Agreement and non-recurring

bonus expense of $5,500 related to the achievement of key performance milestones by our Chief Technology Officer under his employment agreement, dated April 12, 2021.

and administrative expenses increased by $447, or 5%, to $9,449 for the three months ended June 30, 2023 as compared to $9,002 for the

three months ended June 30, 2022.

The increase was primarily attributable to increases in accounting, consulting, software licensing

provider fees increased by $1,426, or 147%, to $2,399 during the three months ended September 30, 2023 as compared to $973 during the

three months ended September 30, 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 decreased by $101 or 20%, to $407 during the three months ended September 30, 2023 as compared to $508 during the three months

ended September 30, 2022.

The decrease 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 decreased by $242, or 30%, to $561 during the three months ended September 30, 2023 from $803 during

the three months ended September 30, 2022.

The decrease in 2023 was attributable to significant efforts expended to reduce the backlog

in warranty and repairs and maintenance cases in the prior year.

of car-sharing services was $931 during the three months ended September 30, 2023 as compared to $470 during the 2022 period.

was due to an increase in vehicles used in this operation during the period.

These costs are from car-sharing subscription services through

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

Also contributing to the

increase in costs for these services is $676 from Envoy, which was acquired in April 2023.

and amortization expense increased by $295, or 36%, to $1,109 for the three months ended September 30, 2023 as compared to $814 for the

three months ended September 30, 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 decreased by $2,337, or 13%, to $15,268 (consisting of approximately $14.1 million of cash compensation and benefits and approximately

$1.1 million of non-cash compensation) for the three months ended September 30, 2023.

Compensation expense was $17,605 (consisting of

approximately $12.8 million of cash compensation and benefits and approximately $4.8 million of non-cash compensation) for the three

months ended September 30, 2022.

The decrease in compensation expense for the three months ended

September 30, 2023 compared to the same period in 2022 was primarily related to decreases in personnel and compensation in executive,

marketing, sales and operations departments as a result of the synergies realized as a result of the integration of the acquisitions

The decrease in compensation expense for the three months ended September 30, 2023 compared to the same period in 2022 was

partially offset due to additional personnel in conjunction with the acquisition of Envoy in April 2023.

and administrative expenses increased by $1,945, or 29%, to $8,539 for the three months ended September 30, 2023 as compared to $6,594

for the three months ended September 30, 2022.

The increase was primarily attributable to increases in accounting, software licensing

and other professional service expenditures of $2,168.

Further, general and administrative expenses

increased due to increases in amortization expense of $893 related to the acquisitions in 2023 and 2022.

operating expenses increased by $778, or 19%, to $4,916 for the three months ended June 30, 2023 from $4,138 for the three months ended

June 30, 2022.

The increase was primarily attributable to increases in insurance, software expense,

rent, hardware and software development costs and property/use tax expenditures of $2,116.

Further, increases in travel and vehicle expenses

of $234, contributed to the increase in other operating expenses for three months ended June 30, 2023 compared to the same period in

Also contributing to the increase in other operating expenses were operating expenditures related to the 2022 and 2023 acquisitions.

Income (Expense)

recorded other income (expense) of $(1,212) during the three months ended June 30, 2023 as compared to $(659) for the three months ended

June 30, 2022.

The increase was primarily due to an increase in foreign transaction loss of $782, in addition to an increase in interest

expense of $647 recorded during the three months ended June 30, 2023 partially offset by increase in other income of $803.

net loss for the three months ended June 30, 2023 increased by $18,861, or 83%, to $41,482 as compared to $22,621 for the three months

ended June 30, 2022.

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

operating expenses increased by $365, or 7%, to $5,444 for the three months ended September 30, 2023 from $5,079 for the three months

ended September 30, 2022.

The increase was primarily attributable to increases in insurance, software

expense, rent, hardware and software development costs and property/use tax expenditures of $1,931.

Further, decreases in travel expenses of $134, partially offset the increase in other operating expenses for three months ended September 30, 2023 compared

to the same period in 2022.

Also contributing to the increase in other operating expenses were operating expenditures related to the

2023 acquisition of Envoy.

The increase in other operating expenses for the three months ended September 30, 2023 compared to the same

period in 2022 was partially offset by a decrease of $1,689 expenses related to the 4G network upgrade which was substantially performed

During the three months ended September

30, 2023, we observed certain triggering events, including a decline in our stock price and, as a result, we conducted a quantitative

impairment analysis of our goodwill and intangible assets and determined that the fair value of our reporting units were less than the carrying amount and, as a result, recorded an impairment charge of $89,087 related to goodwill and

$5,143 related to intangible assets during the 2023 period.

recorded other expense of $1,218 during the three months ended September 30, 2023 as compared to $1,150 for the three months ended September

The increase was primarily due to loss on extinguishment of notes payable of $1,000 recognized during the 2023 period, partially

offset by an increase in a gain on foreign exchange of $739 as compared to the 2022 period.

net loss for the three months ended September 30, 2023 increased by $87,074, or 340%, to $112,721 as compared to $25,647 for the three months

ended September 30, 2022.

The increase was primarily attributable to an increase in operating expenses, partially offset by an increase

in gross profit.

Comprehensive Loss

total comprehensive loss for the three months ended June 30, 2023 was $40,337 whereas our total comprehensive loss for the three months

ended June 30, 2022 was $24,893.

Months Ended June 30, 2023 Compared Six Months Ended June 30, 2022

revenue for the six months ended June 30, 2023 increased by $33,224, or 156%, to $54,510 compared to $21,286 during the six months ended

June 30, 2022.

service revenue from Company-owned charging stations was $7,252 for the six months ended June 30, 2023 as compared to $2,601 for the

six months ended June 30, 2022, an increase of $4,651, or 179%.

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

increased number of chargers on the Blink Networks.

from product sales was $40,976 for the six months ended June 30, 2023 compared to $16,880 during the six months ended June 30, 2022,

an increase of $24,096, or 143%.

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

chargers when compared to the same period in 2022.

fee revenues were $3,295 for the six months ended June 30, 2023 compared to $633 for the six months ended June 30, 2022, an increase

of $2,662, or 421%.

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

during the six months ended June 30, 2023, as compared to the six months ended June 30, 2022.

revenues were $1,314 for the six months ended June 30, 2023 compared to $166 for the six months ended June 30, 2022, an increase of $1,148,

The increase was primarily attributable to an increase in warranty contracts sold for the six months June 30, 2023 compared

to the six months June 30, 2022.

As of June 30, 2023, we recorded a liability of $221 which represents the estimated cost of existing

backlog of known warranty cases.

and rebate revenues were $237 during the six months ended June 30, 2023, compared to $200 during the six months ended June 30, 2022,

total comprehensive loss for the three months ended September 30, 2023 was $114,399 whereas our total comprehensive loss for the three

months ended September 30, 2022 was $28,083.

months Ended September 30, 2023 Compared Nine months Ended September 30, 2022

revenue for the nine months ended September 30, 2023 increased by $59,354, or 154%, to $97,887 compared to $38,533 during the nine months

ended September 30, 2022.

Revenue from product sales was $76,035 for the nine months ended September

30, 2023 compared to $30,238 during the nine months ended September 30, 2022, an increase of $45,797, or 151%.

This increase was attributable

to increased sales of commercial chargers, DC fast chargers and residential chargers when compared to the same period in 2022.

service revenue from Company-owned charging stations was $11,111 for the nine months ended September 30, 2023 as compared to $3,857 for

the nine months ended September 30, 2022, an increase of $7,254, or 188%.

The increase is due to the increase in utilization of chargers

and an increased number of chargers on the Blink Networks.

fee revenues were $5,268 for the nine months ended September 30, 2023 as compared to $2,089 for the nine months ended September 30, 2022,

an increase of $3,179, or 152%.

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

six months June 30, 2023, and 2022.

services revenues were $1,209 during the six months ended June 30, 2023 compared to $518 during the six months ended June 30, 2022, an

The increase was attributable to increases in host owned units during the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022.

revenues were $2,163 for the nine months ended September 30, 2023 as compared to $475 for the nine months ended September 30, 2022, an

increase of $1,688, or 355%.

Also contributing to the increase in revenues is revenues of $654

from Envoy, which was acquired in April 2023.

revenue decreased by $61 to $227 for the six months ended June 30, 2023 as compared to $288 for the six months ended June 30, 2022.

The increase was primarily attributable to higher Low Carbon Fuel Standard (LCFS) credits generated during the six months June 30,

2023 compared to the same period in 2022.

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

30, 2023 compared to the nine months September 30, 2022.

As of September 30, 2023, we recorded a liability of $9 which represents the

estimated cost of existing backlog of known warranty cases.

and rebate revenues were $284 during the nine months ended September 30, 2023 as compared to $283 during the nine months ended September

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 nine months September

30, 2023, and 2022.

services revenues were $2,112 during the nine months ended September 30, 2023 as compared to $885 during the nine months ended September

30, 2022, an increase of $1,227, or 139%.

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

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

Also contributing to the increase in revenues

is revenues of $1,406 from Envoy, which was acquired in April 2023.

revenue increased by $208 to $914 for the nine months ended September 30, 2023 as compared to $706 for the nine months ended September

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

September 30, 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 of our charging services in the states of California and Oregon.

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

1 unchanged sentence

of our installed charging stations.

Cost of revenues for the six months ended June 30, 2023 were $37,676 as compared to $17,743 for the

six months ended June 30, 2022, an increase of $19,933, or 112%.

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

revenues from period to period, primarily due to:

Cost of revenues for the nine months ended September 30, 2023 were $68,268 as compared to $30,209

for the nine months ended September 30, 2022, an increase of $38,059, or 126%.

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;

5 unchanged sentences

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

of product sales increased by $12,419, or 100%, from $12,471 for the six months ended June 30, 2022 as compared to $24,890 for the six

months ended June 30, 2023.

The increase was primarily due to the increase in product sales of

commercial chargers, DC fast chargers and home residential chargers during the six months ended June 30, 2023 compared to the same period

of charging services-company-owned charging stations (electricity reimbursements) increased by $1,096, or 205%, to $1,630 for the six

months ended June 30, 2023 as compared to $534 for the six months ended June 30, 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 $2,514, or 183%, to $3,886 during the six months ended June 30, 2023 as compared to $1,372 during the six

months ended June 30, 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 $516 or 124% to $932 during the six months ended June 30, 2023 as compared to $416 during the six months ended June

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

our network system compared to the same period in 2022.

and repairs and maintenance costs increased by $1,729, or 273%, to $2,363 during the six months ended June 30, 2023 from $634 during

the six months ended June 30, 2022.

The increase in 2023 was attributable to significant efforts expended to reduce the backlog in

warranty and repairs and maintenance cases.

As of June 30, 2023, we recorded a liability of $221 which represents the estimated cost

of existing backlog of known warranty cases.

of car-sharing services was $2,231 during the six months ended June 30, 2023 compared to $1,085 during the 2022 period, the increase

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

These costs are from car-sharing

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

Also contributing to the increase in costs for these services is $625 from Envoy, which was acquired in April 2023.

and amortization expense increased by $513, or 42%, to $1,744 for the six months ended June 30, 2023 as compared to $1,231 for the six

months ended June 30, 2022.

The increase in depreciation expense was attributable to an increase in the number of EV charging stations

and vehicles associated with the car-share services.

expense increased by $40,661 or 203%, to $60,699 (consisting of approximately $41.3 million of cash compensation and benefits and

approximately $19.4 million of non-cash compensation) for the six months ended June 30, 2023.

Compensation expense was $20,038

(consisting of approximately $17,000 of cash compensation and benefits and approximately $3,000 of non-cash compensation) for the

six months ended June 30, 2022.

The increase in compensation expense for the six months ended

June 30, 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.

addition, compensation expense during the six months ended June 30, 2023 compared to the same period in 2022 increased due to

additional personnel in conjunction with the acquisition of Envoy in April 2023.

Also contributing to the increase in compensation

expense is (1) non-cash stock-based compensation of approximately $5,500 related to the accelerated vesting of equity award grants

and additional stock-based compensation associated with the resignation of our former Chief Executive Officer pursuant to the terms

of the Former CEO Employment Agreement, as set forth in the Separation and General Release Agreement, dated as of June 20, 2023,

between our company and the former Chief Executive Officer;

and (2) non-recurring expense of approximately $11,600, consisting of

the non-recurring payment of approximately $6,100 to our former Chief Executive Officer pursuant to the Former CEO Employment

Agreement and a non-recurring bonus expense of $5,500 related to the achievement of key performance indicators by our Chief

Technology Officer under his employment agreement, dated April 12,

and administrative expenses increased by $4,498 or 33%, to $17,927 for the six months ended June 30, 2023 as compared to $13,429 for

the six months ended June 30, 2022.

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

consulting, software licensing and other professional service expenditures of $3,331.

general and administrative expenses increased due to increases in amortization expense of $2,716 related to the acquisitions in 2023

operating expenses increased by $2,301, or 29%, to $9,111 for the six months ended June 30, 2023 from $7,080 for the six months ended

June 30, 2022.

The increase was primarily attributable to increases in software expense, rent,

hardware and software development costs and property/use tax expenditures of $2,930.

Further, increases in travel and vehicle expenses

of $772, contributed to the increase in other operating expenses for six months ended June 30, 2023 compared to the same period in 2022.

Also contributing to the increase in other operating expenses were operating expenditures related to the 2023 and 2022 acquisitions.

Income (Expense)

recorded other income (expense) of $38 during the six months ended June 30, 2023 as compared to $(760) for the six months ended June

The increase was primarily due to an increase in foreign transaction gains of $1,022 offset by interest expense of $(1,264), change in fair value of derivative and other liabilities of $83 and

other income of $957.

net loss for the six months ended June 30, 2023 increased by $33,519 or 89%, to $71,283 as compared to $37,764 for the six months ended

June 30, 2022.

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

of product sales increased by $28,375, or 134%, from $21,134 for the nine months ended September 30, 2022 as compared to $49,509 for

the nine months ended September 30, 2023.

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, 2023 compared

to the same period in 2022.

of charging services-company-owned charging stations (electricity reimbursements) increased by $1,427, or 186%, to $2,196 for the nine

months ended September 30, 2023 as compared to $769 for the nine months ended September 30, 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 $3,940, or 168%, to $6,285 during the nine months ended September 30, 2023 as compared to $2,345 during the

nine months ended September 30, 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 $415 or 45% to $1,339 during the nine months ended September 30, 2023 as compared to $924 during the nine months ended

September 30, 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 $1,487, or 103%, to $2,924 during the nine months ended September 30, 2023 from $1,437

during the nine months ended September 30, 2022.

The increase in 2023 was attributable to significant efforts expended to reduce the

backlog in warranty and repairs and maintenance cases.

As of September 30, 2023, we recorded a liability of $9 which represents the estimated

cost of existing backlog of known warranty cases.

of car-sharing services was $3,162 during the nine months ended September 30, 2023 as compared to $1,555 during the 2022 period.

increase was due to an increase in vehicles used in this operation during the period.

These costs are from car-sharing subscription services

through a program with the City of Los Angeles, which was associated with the acquisition of BlueLA in September 2020.

Also contributing

to the increase in costs for these services is $1,098 from Envoy, which was acquired in April 2023.

and amortization expense increased by $808, or 40%, to $2,853 for the nine months ended September 30, 2023 as compared to $2,045 for

the nine months ended September 30, 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 $38,324 or 102%, to $75,967 (consisting of approximately $55.4 million of cash compensation and benefits and approximately

$20.5 million of non-cash compensation) for the nine months ended September 30, 2023.

Compensation expense was $37,643 (consisting of

approximately $29.8 million of cash compensation and benefits and approximately $7.8 million of non-cash compensation) for the nine months

ended September 30, 2022.

The increase in compensation expense for the nine months ended September

30, 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 nine months ended September 30, 2023 compared to the same period in 2022 increased due to additional personnel in

conjunction with the acquisition of Envoy in April 2023.

Also contributing to the increase in compensation expense is (1) non-cash stock-based

compensation of approximately $5,500 related to the accelerated vesting of equity award grants and additional stock-based compensation

associated with the resignation of our former Chief Executive Officer pursuant to the terms of the Former CEO Employment Agreement, as

set forth in the Separation and General Release Agreement, dated as of September 20, 2023, between our company and the former Chief Executive

and (2) non-recurring expense of approximately $11,500, consisting of the non-recurring payment of approximately $6,000 to our

former Chief Executive Officer pursuant to the Former CEO Employment Agreement and a non-recurring bonus expense of $5,500 related to

the achievement by our Chief Technology Officer of systems, product and IT-related key performance indicators under his employment agreement,

dated April 12, 2021.

In addition, compensation expense during the September 30, 2023 period compared to the same period in 2022

increased due to additional personnel in conjunction with the acquisition of Envoy in April 2023.

and administrative expenses increased by $6,443 or 32%, to $26,466 for the nine months ended September 30, 2023 as compared to $20,023

for the nine months ended September 30, 2022.

The increase was primarily attributable to increases in accounting, legal, investor/public

relations, consulting , software licensing and other professional service expenditures of $4,791.

general and administrative expenses increased due to increases in amortization expense of $2,858 primarily related to the acquisition

of Envoy in 2023.

operating expenses increased by $2,396, or 20%, to $14,555 for the nine months ended September 30, 2023 from $12,159 for the nine months

ended September 30, 2022.

The increase was primarily attributable to increases in insurance, software

expense, rent, and hardware and software expenses of $4,607.

Further, increases in travel and vehicle expenses of $661, contributed to

the increase in other operating expenses for nine months ended September 30, 2023 compared to the same period in 2022.

Also contributing

to the increase in other operating expenses were operating expenditures related to the acquisition of Envoy in 2023.

The increase in

other operating expenses for the nine months ended September 30, 2023 compared to the same period in 2022 was partially offset by a decrease

of $3,088 expenses related to the 4G network upgrade which was substantially performed during 2022.

During the nine months ended September

30, 2023, we observed certain triggering events, including a decline in our stock price and, as a result, we conducted a quantitative

$5,143 related to intangible assets during the 2023 period.

recorded other expense of $1,180 during the nine months ended September 30, 2023 as compared to $1,910 for the nine months ended September

The decrease was primarily due to an increase in other income of $1,311 and gains of foreign exchange of $1,761, partially

offset by an increase in interest expense of $1,317 and a loss on extinguishment of notes payable of $1,000.

net loss for the nine months ended September 30, 2023 increased by $120,593 or 190%, to $184,004 as compared to $63,411 for the nine months

ended September 30, 2022.

The increase was primarily attributable to an increase in operating expenses, partially offset by an increase

in gross profit.

Comprehensive Loss

total comprehensive loss for the six months ended June 30, 2023 was $70,988 whereas our total comprehensive loss for the six months ended

June 30, 2022 was $40,642.

total comprehensive loss for the nine months ended September 30, 2023 was $185,387 whereas our total comprehensive loss for the nine months

ended September 30, 2022 was $68,725.

and Capital Resources

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

June 30, 2023

September 30, 2023

December 31, 2022

1 unchanged sentence

Working Capital

the six months ended June 30, 2023, we financed our activities from proceeds derived from equity financings occurring in prior

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

office expenses and various consulting and professional fees.

the six months ended June 30, 2023 and 2022, we used cash of $65,040 and $30,986, respectively, in operations.

Our cash use for the six

months ended June 30, 2023 was primarily attributable to our net loss of $71,283, adjusted for net non-cash expenses in the aggregate

amount of $28,564, partially offset by $22,321 of net cash provided by changes in the levels of operating assets and liabilities.

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

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

the six months ended June 30, 2023, net cash used in investing activities was $10,833, of which $5,647 was used to purchase charging

the nine months ended September 30, 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.

the nine months ended September 30, 2023 and 2022, we used cash of $77,162 and $57,776, respectively, in operations.

Our cash use for

the nine months ended September 30, 2023 was primarily attributable to our net loss of $184,004, adjusted for net non-cash expenses in

the aggregate amount of $129,253, partially offset by $22,411 of net cash provided by changes in the levels of operating assets and liabilities.

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.

the nine months ended September 30, 2023, net cash used in investing activities was $12,451, of which $7,265 was used to purchase charging

stations and other fixed assets, $4,660 was used as cash consideration for Envoy (net of cash acquired) and $526 related to the capitalization

of certain engineering costs.

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

$38,338 was used as cash consideration for SemaConnect (net of cash acquired), $11,360 was used as cash consideration for Electric Blue

(net of cash acquired) $288 was related to the payment of engineering costs that were capitalized, and $2,247 which was used to purchase

charging stations and other fixed assets.

the six months ended June 30, 2023, cash provided by financing activities was $112,426, of which, $113,254 was provided by offering

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.

the nine months ended September 30, 2023, cash provided by financing activities was $120,891, of which, $122,379 was provided by offering

proceeds related to the sale of common stock, $835 was provided by the exercise of options and warrants, offset by $2,103 used to pay

down our liability in connection with a finance lease and $220 used to pay down our liability in connection with internal use software.

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

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

down our finance lease liability.

of June 30, 2023, we had cash, working capital and an accumulated deficit of $74,464, $100,484 and $405,313, respectively.

six months ended June 30, 2023, we had a net loss of $71,283.

During 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.

As of September 30, 2023, we had cash, working capital and an accumulated

deficit of $66,678, $94,455 and $518,034, respectively.

During the nine months ended September 30, 2023, we had a net loss of $184,004.

February 2023, the Company completed an underwritten registered public offering of 8,333,333 shares of its common stock at a public offering

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

It is expected that our operating

expenses will continue to increase and, as a result, we will eventually need to generate significant product revenues to achieve profitability.

Historically, we have been able to raise funds to support our business operations, although there can be no assurance that we will be

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to complete our EV development initiatives or attain profitable operations.

2023, we commenced a plan designed to improve our liquidity by enhancing revenue economics and reducing selling, general, and administrative

The plan seeks to achieve these goals by increasing gross profit through product optimization, integration of SemaConnect,

Blink UK/EB and Blue Corner acquisitions, and reduction of operating expenses through cost avoidance and cost cutting strategies.

can be no assurances these strategies will be achieved.

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

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

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 advances.

During the six months ended June 30, 2023, we sold

2,757,168 shares of our 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.

“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 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.

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 advances.

During the nine months ended September

30, 2023, the Company sold 5,320,635 shares of its common stock for gross proceeds of approximately $28,260 pursuant to the ATM

As of September 30, 2023, 6,066,119 shares have been sold pursuant to the ATM program representing gross proceeds

of approximately $36,528.

Included within the 6,066,119 shares sold pursuant to the ATM, are 186,763 shares of the Company’s common

stock sold for aggregate proceeds of $571 subsequent to September 30, 2023.

Obligations and Commitments

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

As of June 30, 2023, we had purchase commitment

of approximately $33,000, 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.

As of September 30, 2023, we had purchase

commitment of approximately $49,492, which will become payable upon the suppliers’

delivery of the charging stations, services and other related items.

The purchase commitments were made primarily for future sales, deployments

of charging stations, inventory management planning and other related items, all of which are expected to be received during the next

12-24 months.

we have operating and finance lease obligations over the next five years of approximately $11,176.

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Network fees are billed annually

for host-owned and monthly for Blink-owned stations.

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

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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