What changed in this filing

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Item 4. Controls and Procedures

2023-11-13 compared with 2023-08-09 · 22 added, 23 removed, 17 unchanged (73% of the section changed)

1 unchanged sentence

of Disclosure Controls and Procedures

of June 30, 2023, being the end of the period covered by this Report, our management conducted an evaluation, under the supervision and

with the participation of our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and

procedures (as defined in Rule 13a-15(e) and Rule 15d15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange

of September 30, 2023, being the end of the period covered by this Report, our management conducted an evaluation, under the supervision

and with the participation of our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls

and procedures (as defined in Rule 13a-15(e) and Rule 15d15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange

controls and procedures are designed to provide reasonable assurance that information required to be disclosed in our reports filed or

2 unchanged sentences

chief financial officer, as appropriate, to allow for timely decisions regarding required disclosure.

on that evaluation, our chief executive officer and chief financial officer concluded that, as of June 30, 2023, our disclosure controls

and procedures were not effective due to the material weaknesses in our internal control over financial reporting as discussed in Item

Controls and Procedures – in the Company’s Form 10-K for the fiscal year ended December 31, 2022, under the heading “Management’s

Annual Report on Internal Control Over Financial Reporting”.

on that evaluation, our chief executive officer and chief financial officer concluded that, as of September 30, 2023, our disclosure

controls and procedures were not effective due to the material weaknesses in our internal control over financial reporting as discussed

Controls and Procedures – in the Company’s Form 10-K for the fiscal year ended December 31, 2022, under the heading

“Management’s Annual Report on Internal Control Over Financial Reporting”.

on Effectiveness of Controls and Procedures

6 unchanged sentences

in Internal Control over Financial Reporting

the quarter ended June 30, 2023, Management remediated the design deficiencies associated with the material weaknesses around

logical access and change management.

Management will continue to validate the operational effectiveness of this remediation during

the third quarter of 2023.

2022, there was an isolated occurrence of a miscalculation of a certain non-cash share-based compensation transaction that was not detected

on a timely basis.

Management has since subscribed to a share-based compensation software that is expected to perform complex calculations

completely and accurately.

Management is reviewing the calculations performed by the software and expects to report that this weakness

has been remediated by the end of the fourth quarter.

Management expects to come to a final determination on these matters so as to appropriately

integrate the outcomes in management’s assessment of Internal Controls over Financial reporting as of December 31, 2023.

the second quarter, management continued to commit substantial resources to the ongoing evaluation of the internal control over

financial reporting of its previously exempted subsidiaries, SemaConnect and Blink Charging UK Limited.

as described above, there were no other changes in our internal control over financial reporting that occurred during the quarter

ended June 30, 2023, that materially affected, or are reasonably likely to materially affect, our internal control over financial

During the quarter ended September

30, 2023, management continued to validate the operational effectiveness of the remediation of the material weaknesses reported in the

Company’s Form 10-K for the fiscal year ended December 31, 2022.

Furthermore, management continued to commit resources to the ongoing

evaluation of the internal control over financial reporting of its previously exempted subsidiaries, SemaConnect and Blink Charging UK

the close of the third quarter of 2023, indicators of impairment were identified by the Company prompting it to undertake an

impairment assessment of the carrying value of its goodwill earlier than the Company’s normal annual assessment.

properly stated at the end of the quarter, the initial goodwill impairment was miscalculated.

Accordingly, management

identified this deficiency as a material weakness related to the operational effectiveness of its internal controls in the goodwill

impairment process.

Specifically, this related to the timing of the controls and the formalization of documentation to substantiate

Management expects to remediate the timing and documentation of the controls during the fourth quarter of

for the above, there were no other changes in our internal control over financial reporting that occurred during the quarter ended September

30, 2023, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

II - OTHER INFORMATION

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 4. Controls and Procedures