What changed in this filing

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Item 7. Management’s Discussion and Analysis

2024-03-18 compared with 2023-03-14 · 449 added, 481 removed, 207 unchanged (82% of the section changed)

1 unchanged sentence

following discussion and analysis of the results of operations and financial condition for the years ended December 31, 2023 and 2022

2021 should be read in conjunction with our consolidated financial statements and the notes to those consolidated financial

statements that are included elsewhere in this Annual Report.

This section generally discusses the results of our operations for the

year ended December 31, 2022 compared to the year ended December 31, 2021.

For a discussion of the year ended December 31, 2021

compared to the year ended December 31, 2020, please refer to Part II, Item 7, “Management’s Discussion and Analysis of

Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2021, which

was filed with the SEC on March 31, 2022.

Our discussion includes forward-looking statements based upon current expectations that

involve risks and uncertainties, such as our plans, objectives, expectations and intentions.

Actual results and the timing of events

could differ materially from those anticipated in these forward-looking statements as a result of a number of factors.

“Forward-Looking Statements.”

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.

should be read in conjunction with our consolidated financial statements and the notes to those consolidated financial statements that

are included elsewhere in this Annual Report.

This section generally discusses the results of our operations for the year ended December

31, 2023 compared to the year ended December 31, 2022.

For a discussion of the year ended December 31, 2022 compared to the year ended

December 31, 2021, please refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results

of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on March 14,

Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as

our plans, objectives, expectations and intentions.

Actual results and the timing of events could differ materially from those anticipated

in these forward-looking statements as a result of a number of factors.

See “Forward-Looking Statements.”

one or more of these uncertainties, risks and other influences, could materially affect our results of operations and whether forward-looking

5 unchanged sentences

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

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

charging services in the rapidly growing U.S.

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

services in the continuously growing U.S.

and international markets for EVs.

Blink offers residential and commercial EV charging

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

Blink’s principal line of products and

services is its nationwide Blink EV charging networks (the “Blink Networks”) and Blink EV charging equipment, also known

as electric vehicle supply equipment (“EVSE”) and other EV-related services.

The Blink Networks are a proprietary,

cloud-based system that operates, maintains, and manages Blink charging stations and handles the associated charging data, back-end

operations, and payment processing.

The Blink Networks provide property owners, managers, parking companies, and state and municipal

entities (“Property Partners”), among other types of commercial customers, with cloud-based services that enable the

remote monitoring and management of EV charging stations.

The Blink Networks also provide EV drivers with vital station information,

including station location, availability and fees (as applicable).

order to capture more revenues derived from providing EV charging equipment to commercial customers and to help differentiate Blink in

the EV infrastructure market, Blink offers Property Partners a comprehensive range of solutions for EV charging equipment and services

that generally fall into one of the business models below, differentiated by who bears the costs of installation, equipment, maintenance,

and the percentage of revenue shared.

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

We own and operate

the EV charging station and provide connectivity of the charging station to the Blink Networks.

In this model, which favors recurring

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

thus, we retain substantially all EV charging revenues

after deducting network connectivity and processing fees.

our agreement with the Property Partner lasts seven years with extensions that can bring it to a total of up to 21 years.

our Blink-owned hybrid business model, we incur the costs of the charging equipment while the Property Partner incurs

the costs of installation.

We own and operate the EV charging station and provide connectivity to the Blink Networks.

In this model,

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

we share a more generous portion of the EV charging revenues with the Property Partner generated from the EV charging station

after deducting network connectivity and processing fees.

Typically, our agreement with the Property Partner lasts 5 years with

extensions that can bring it up to 15 years.

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

the installation costs.

We work with the Property Partner by providing site recommendations, connectivity to the Blink Networks,

payment processing, and optional maintenance services.

In this model, the Property Partner retains and keeps all the EV charging

Blink offers residential and commercial EV charging equipment

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

Blink’s principal line of products and services is its

Blink EV charging network (the “Blink Networks”) and Blink EV charging equipment, also known as electric vehicle supply equipment

(“EVSE”) and other EV-related services.

The Blink Networks are a proprietary, cloud-based system that operates, maintains,

and manages Blink charging stations and handles the associated charging data, back-end operations, and payment processing.

Networks provide property owners, managers, parking companies, 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 stations.

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

capture more revenues derived from providing EV charging equipment to commercial customers and to help differentiate Blink in the EV

infrastructure market, Blink offers Property Partners a comprehensive range of solutions for EV charging equipment and services that

generally fall into one of the business models below, differentiated by who own the equipment and who bears the costs of installation,

equipment, and maintenance, and the percentage of revenue shared.

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

We own and operate the EV charging station and provide connectivity of the charging

station to the Blink Networks.

In this model, which favors recurring revenues, we incur most

costs associated with the EV charging stations;

thus, we retain substantially all EV charging

revenues after deducting network connectivity and processing fees.

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

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

our agreement with the Property owner lasts 5 years.

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

the City of Los Angeles.

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

cars through our charging stations.

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

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

With the goal of being a leader in the

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

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

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

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

hubs, and workplace locations.

of December 31, 2022, we sold or deployed 66,478 chargers, of which 50,167 were in Blink’s Networks (31,320 Level 2 publicly

accessible commercial chargers, 17,613 Level 2 private commercial chargers, 199 DC Fast Charging EV publicly accessible chargers,

116 DC Fast Charging EV private chargers, and 919 residential Level 2 Blink EV chargers, inclusive of 4,802 chargers pending to be

commissioned).

Our agreement with the

Property Partner typically lasts seven years with extensions that can bring to 21 years.

our Blink-owned hybrid business model, we incur the charging equipment costs while

the Property Partner incurs the installation costs.

We own and operate the EV charging station

and provide connectivity to the Blink Networks.

In this model, since the Property Partner

incurs the installation, we share a more generous portion of the EV charging revenues with

the Property Partner after deducting Blink network connectivity and processing fees.

agreement with the Property Partner lasts five years with extensions that can bring the term

our host-owned business model, the Property Partner purchases, owns and operates the

Blink EV charging station and incurs the installation costs.

We work with the Property Partner

by providing site recommendations, connectivity to the Blink Networks, payment processing,

and optional maintenance services.

In this model, the Property Partner retains and keeps

all the EV charging revenues after deducting Blink network connectivity and processing fees.

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

Property Partner incurs the installation costs.

The Property Partner pays us a fixed monthly

fee for the service and keeps all the EV charging revenues after deducting Blink network

connectivity and processing fees.

Typically, our agreement with the Property owner typically

lasts five years.

also own and operate EV car-sharing and ride-sharing programs through our wholly owned subsidiary, Blink Mobility.

These programs allow

customers to share electric vehicles through subscription services and charge those cars through our charging stations.

pursuit of our commitment to fostering the widespread adoption of electric vehicles (EVs) through the establishment and management of

EV charging infrastructure on a global scale, we remain steadfast in our dedication to mitigating climate change.

This dedication is

evidenced by our efforts to diminish greenhouse gas emissions stemming from gasoline-powered vehicles With the goal of being a leader

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

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

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

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

and workplace locations.

2023, we entered into agreements with significant new customers, including the United States Postal Service (USPS), Mack Trucks, McArthurGlen,

BluePoint, Mike Albert Fleet Solutions, Royal Farms, John Henry General Store, Moberly Motor Company, Arcos Dorados (McDonald’s

Puerto Rico), AAA, Allegiant Stadium (Las Vegas), Village of Tuckahoe (NY), Miami Beach (FL), Metropolitan Government of Nashville-Davidson

County, and Salt Lake City International Airport, that expand our potential for unit sales and deployments.

Similarly, in 2022, we entered

into agreements with several new significant customers, including Mitsubishi, Cushman & Wakefield, Triple J, Q-Park, Best Buy, UBS,

Bosch Mexico, Porsche Puerto Rico and Guatemala, Veris Residential, Greystar, Cambium, and the cities of Atlanta (GA), Rockford (IL),

Newton (IA), and Winslow (NJ), Leeds (UK).

of December 31, 2023, we sold or deployed 89,825 chargers, of which 72,418 were in the Blink Networks (244 Level 1 publicly accessible

commercial chargers, 44,673 Level 2 publicly accessible commercial chargers, 5,569 Level 2 private commercial chargers, 667 DC Fast Charging

EV publicly accessible chargers, 36 DC Fast Charging EV private chargers, and 525 residential Level 2 Blink EV chargers, inclusive of

20,704 chargers pending to be commissioned).

Included in the Blink Networks are 5,150 chargers owned by us.

The remaining 16,478 were non-networked, on

other networks or international sales or deployments (937 Level 2 commercial chargers, 151 DC Fast Charging chargers, 11,611

The remaining 17,407 were

non-networked, on other networks or international sales or deployments (761 Level 2 commercial chargers, 16 DC Fast Charging chargers,

12,224 residential Level 2 Blink EV chargers, 2,938 sold to other U.S.

networks, 1,221 sold internationally and 80 deployed internationally).

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

reflected in our consolidated financial statements as of December 31, 2022, we had a cash balance of $36,562, working capital of

$48,962 and an accumulated deficit of $334,030.

During the years ended December 31, 2022, 2021 and 2020, we incurred net losses of

$91,560, $55,119 and $17,846, respectively.

We have not yet achieved profitability.

networks and 1,468 sold internationally).

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

As reflected in our consolidated financial statements as of December

31, 2023, we had cash and cash equivalents of $121,691, working capital of $152,033 and an accumulated deficit of $537,723.

years ended December 31, 2023, 2022 and 2021, we incurred net losses of $203,693, $91,560 and $55,119, respectively.

We have not yet achieved

profitability.

2023 Underwritten Public Offering

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

price of $12.00 per share.

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

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

In addition, the underwriters have a

30-day option to purchase up to an additional 1,249,999 shares of common stock from us at the public offering price, less the

underwriting discounts and commissions.

The public offering was made pursuant to our automatic shelf registration statement on Form

S-3 ASR filed with the SEC on January 6, 2021, and prospectus supplement dated February 8, 2023.

Barclays acted as the sole

book-running manager for the offering.

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

June 15, 2022, we completed the acquisition of SemaConnect, Inc., a Delaware corporation (“SemaConnect”) pursuant

to an Agreement and Plan of Merger, dated as of June 13, 2022 (“Acquisition Agreement”), by and among our company, Blink

Sub I Corp., Blink Sub II LLC, SemaConnect and Shareholder Representative Services LLC (solely in its capacity as the stockholders’

representative).

Following the closing of the acquisition, SemaConnect became a wholly owned subsidiary of our company.

SemaConnect is

a leading provider of EV charging infrastructure solutions in North America.

aggregate purchase price was $200,573, which included excess working capital of $1,229 and closing date cash of $3,639.

The consideration

paid in the acquisition consisted of:

(a) $86,736 in cash, (i) of which $46,136 was paid at the closing of the Acquisition Agreement

(“Closing”) and (ii) the remaining $40,600 is payable (bearing interest at 7%) until not earlier than nine months following

the Closing and not later than three years following the Closing;

and (b) 7,454,975 shares of our common stock with a

fair value of $113,837.

Included in the cash consideration was $8,103 related to payments due to stock option holders of SemaConnect.

Subsequent to the closing of the acquisition, payments to the stock option holder were made after the stock option holder signed an option

cash-out agreement.

April 22, 2022, pursuant to a Sale and Purchase Agreement dated April 22, 2022, we acquired, through our Dutch subsidiary, Blink

Holdings B.V., all of the outstanding capital stock of Electric Blue Limited, a private company limited by shares and registered in England

and Wales (“EB”), from its shareholders.

Headquartered in St.

Albans, United Kingdom, EB is a leading provider of electric

vehicle charging and sustainable energy solutions and technologies.

EB works with local authorities and businesses to create the infrastructure

the United Kingdom needs to meet the 2050 net zero emissions target and prepare for the 2030 ban on the sale of new petrol and diesel

cars and vans.

fair value purchase price for the acquisition of all of EB’s outstanding capital stock was $19,317, consisting of $12,651 in cash,

152,803 shares of our common stock with a fair value of $2,852, plus the contingent consideration described in the following

addition, provided EB reaches specified gross revenue or new EV charger installation targets over the three years post-closing, we

also agreed to issue up to approximately $6,400 in additional shares of our common stock to EB shareholders (the “Contingent

Consideration”).

The Contingent Consideration was recorded at an estimated fair value of $3,814.

As of December 31, 2022, the

estimated fair value of the Contingent Consideration was $1,316.

Of the purchase price to be issued to the EB shareholders at

closing, approximately $650 in cash and 25,466 shares of common stock are being held in escrow accounts for periods of 12 months

(cash escrow) and 18 months (stock escrow), respectively, following the closing to cover any losses or damages we may incur by

reason of, among other things, any misrepresentation or breach of warranty by EB under the Sale and Purchase Agreement.

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

of $12.00 per share.

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

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

In addition, the underwriters have a 30-day option

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

and commissions.

The public offering was made pursuant to our automatic shelf registration statement on Form S-3 ASR filed with the SEC

on January 6, 2021, and prospectus supplement dated February 8, 2023.

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

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

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:

(i) $6,000 in cash paid upon

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

(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 ($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;

$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.

At-the-Market

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

HSBC Securities (USA) Inc., ThinkEquity LLC, H.C.

Wainwright & Co., LLC and Roth Capital Partners, LLC (the “Agents”)

to conduct an “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 (the

to the terms and conditions of the Sales Agreement, the Agents will use their commercially reasonable efforts to sell shares of our common

stock from time to time, based upon our instructions.

We have no obligation to sell any of the shares and may at any time suspend sales

under the Sales Agreement or terminate the Sales Agreement in accordance with its terms.

We have provided the Agents with customary indemnification

rights, and the Agents will be entitled to an aggregate fixed commission of up to 3% of the gross proceeds from shares sold.

are being offered pursuant to the Sales Agreement under our automatic shelf registration statement on Form S-3ASR and a prospectus supplement filed with SEC on January 6, 2021 and September 2, 2022, respectively.

As of December 31, 2022, 558,721 shares have been sold

pursuant to the ATM program, representing gross proceeds of approximately $7,697.

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.

Product and Service Offerings

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

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

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

media solution.

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

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

The Vision offers easy payment via

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

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

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

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

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

Offering up to

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

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

Vehicle-to-Grid (V2G).

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

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

Designed for the APAC and Latin

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

residential and commercial parking areas.

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

smart network connection.

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

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

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

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

With Bluetooth, Wi-Fi and optional

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

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

A small footprint charging station

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

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

A 7-inch LCD touchscreen display provides drivers

with an intuitive charging process and the charger integrates with the newly redesigned Blink Networks over a Wi-Fi, ethernet, or 4G

connection, offering high-performance, compatibility, and remote monitoring.

of Intent and Loan

April 19, 2022, we signed a non-binding letter of intent with a U.S.

privately-held company (the “Target”) providing

for the possible purchase by us of all of the outstanding shares of the Target from its shareholders in consideration for cash,

a note and, under certain circumstances, shares of common stock of a subsidiary of our company or, if such subsidiary’s shares

are not publicly- traded, common stock of our company.

In addition, in the letter of intent, our company agreed to extend a loan of $1,250

to the Target (the “Initial Loan”), of which $1,000 was loaned by us during the second quarter of 2022 and $250

was loaned in July 2022 pursuant to a 6% Secured Convertible Promissory Note signed by the Target.

Under the terms of the Initial Loan,

if we proceed with the possible stock purchase of the Target, the principal and accrued interest amount under the Initial Loan

will be deducted from the cash consideration paid to the Target’s shareholders at closing.

If, however, we determine

not to proceed with the possible stock purchase of the Target, the Initial Loan will continue to accrue 6% interest per annum, and mature

on the earliest of (i) a “Change of Control” (as defined in such note);

(ii) the closing of the next investment round by

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

or (iv) May 1, 2027.

On September 22, 2022, the Company signed a letter agreement concerning the extension of the development work that

the Target was performing for a wholly owned subsidiary of the Company (the “Subsidiary”) under a Master Service Agreement

that was executed on April 29, 2022 (the “Letter Agreement”).

Under the Letter Agreement, the Company agreed to extend additional

loans to the Target to enable it to expand the development work and to expedite the delivery of the development outcomes (the “Product”)

to the Subsidiary.

In addition, the Company extended to the Target additional funding of $350 for hiring additional developers and an

additional $600 to support the Target’s operations until the development work is finalized and accepted by the Company.

amount of the loans is $950 (the “Development Loan”), which had been loaned to the Target as of December 31, 2022.

The Development

Loan was made pursuant to a 6% Grid Secured Convertible Promissory Note and an additional letter agreement, dated September 22, 2022,

signed by the Target with terms and conditions similar to those of the Initial Loan (the “Grid Note”).

The Development Loan

has additional terms which provide that the Company may forfeit the Development Loan if the Target timely delivers the Product and the

Company fails to close the acquisition of the Target shortly thereafter.

If, however, the Target fails to complete the development work

on time, the Company will not be obligated to close the acquisition of the Target and the entire Development Loan will be payable to the

Company under the same terms of the Initial Loan.

on Covid-19 and Current Economic Conditions

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

We closely monitor the impact of the continuing presence of Covid-19

and recently identified variants of Covid-19 which appear to be more transmissible and contagious than previous Covid-19 variants and

have caused an increase in the number of Covid-19 cases globally.

We have taken and continue to take precautions to ensure the safety

of our employees, customers and business partners, while assuring business continuity and reliable service and support to our customers.

We continue to receive orders for our products, although some shipments of equipment have been temporarily delayed.

The global chip shortage

and supply chain disruption has caused some delays in equipment orders from our contract manufacturer.

As federal, state and local economies

have reopened and returns to pre-pandemic levels, we expect demand for charging station usage to increase, however, we are unable to

predict the extent of such recovery due to the uncertainty of Covid-19.

Additionally, other recent macroeconomic events including rising

inflation, slowing economic growth, changes in U.S.

and foreign government monetary policies, supply chain disruptions, fluctuations

in currency exchange rates and the Russian invasion of Ukraine have led to further economic uncertainty.

As a result, we are unable to

predict the ultimate impact of equipment order delays, chip shortage, the impact of other economic conditions and continuous presence

of Covid-19 will have on our business, future results of operations, financial position, or cash flows.

We intend to continue to monitor

the impact of the Covid-19 pandemic and other global economic factors on our business closely.

For a further discussion of the risks,

uncertainties and actions taken in response to the Covid-19 pandemic, see “Item 1A Risk Factors.”

On September 2, 2022, we entered into a Sales Agreement

(“Sales Agreement”) with Barclays Capital Inc., BofA Securities, Inc., HSBC Securities (USA) Inc., ThinkEquity LLC, H.C.

& Co., LLC and Roth Capital Partners, LLC (the “Agents”) to conduct an “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 its shares of common stock under the

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

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.

On November 16, 2023, we entered into an Amendment to Sales Agreement, effective

as of November 2, 2023 (the “Amendment”), with the Agents amending the Sales Agreement entered into between us and the Agents.

We have provided the Agents with customary indemnification rights, and the Agents will be entitled to an aggregate fixed commission of

up to 3% of the gross proceeds from shares sold.

The Amendment revised the term

“Registration Statement” as used in the Sales Agreement to our new shelf registration statement on Form S-3, as amended (File

333-275123), and revised the term “Prospectus Supplement” as used in the Sales Agreement to our prospectus supplement

dated November 2, 2023, relating to the “at-the-market” offering program contemplated by the Sales Agreement.

the year ended December 31, 2023, the Company sold 30,914,695 shares of its common stock pursuant to the ATM program for gross proceeds

of approximately $116,651 and net proceeds of approximately $114,317 after deducting offering expenses.

As of December 31, 2023, 31,473,416

shares have been sold pursuant to the ATM program, representing gross proceeds of approximately $124,348.

Subsequent to December 31,

2023, the Company sold an aggregate of 8,177,472 shares of common stock aggregate gross proceeds of $25,651 and net proceeds of $25,136.

and Service Offerings

offer a variety of EV charging products and services to Property Partners and EV drivers.

Charging Solutions

We offer a wide range of Level 2 (AC) EV charging equipment, ideal for commercial

and residential use, with the North American standard J1772 connector, the North American

Charging Standard (NACS) connector, and the Type 2 connector compatible with electric vehicles

in Europe and across Latin America.

commercial Level 2 chargers consist of the EQ, HQ, MQ, and IQ 200 families and the Series

4, 6, 7, and 8 families, which are available in pedestal, wall mount, and pole mount configurations.

The MQ and IQ 200, along with the Series 6, 7, and 8 chargers offer an optional cable management

Additionally, we offer three residential Level 2 chargers for the Americas:

the wall-mounted

HQ 200, Series 4, and a smart charging cable, the PQ 150, designed for European markets.

Our commercial and residential chargers (except the non-networked HQ 150) can connect to

the Blink Networks or a local network.

Level 2 charging stations typically provide a full

charge in two to eight hours.

Level 2 chargers are ideally suited for low-cost installations

and frequently used parking locations, such as workplaces, multifamily residential, retail,

hospitality, and mixed-use, parking garages, municipalities, colleges/schools, hospitals

and airports.

● International

We offer Level 2 AC and DC products for the rapidly expanding international

markets targeted at the residential, workplace, retail, parking garages, leasing companies,

hospitality, and other locations.

These products are available with the Type 2, GBT, and

CCS 2 connectors and include the PQ 150, Series 3 (an ideal product for the 2/3-wheeled vehicles),

and the EQ 200.

We offer the HQ 200-M Level 2 charger for the mobile/emergency charging market

which requires a portable charger to be used for roadside or other use cases where a connection

to the electricity grid is not available.

We offer a complete line of DC Fast Charging equipment (“DCFC”) that ranges

from 30kW to 360kW, supports the ‘CHAdeMo’ , CCS1, and NACS connectors,

and typically provide an 80% charge in less than 30 minutes.

Installation of DCFC stations

and grid requirements are typically greater than Level 2 charging stations and are ideally

suited for transportation hubs and locations between travel destinations.

These include the

Series 9 30kW DC Fast Charger that works ideally for the fleet and auto dealership segments

and is available in wall and pedestal mount configurations, the Blink 30kW DC Fast Charger

that boasts a small footprint providing up to 100 amps of output, and the Blink 60kW –

360kW DC Fast Charger that provides from 140 to 500 amps of power.

The Blink Network is a cloud-based platform that manages our network of EV chargers

around the world for remote monitoring, management, payment processing, customer support,

and other features required for operating the Blink Networks of EV charging locations.

Charging Mobile App.

We offer Blink Charging Mobile Apps (iOS and Android) that provide

EV drivers control by giving them improved search capabilities which allows them to search

for nearby amenities, as well as chargers by zip-codes, city, business, category, or address,

and expanded keyword search.

The app also includes payment functionality, eliminating the

need for a credit card.

We offer Fleet Management applications, targeted at commercial, municipal,

and federal fleets for planning, managing, and optimizing their departure schedules and energy

Our Fleet Management applications can be used as standalone tools or integrated into

existing fleet management solutions, which allows Blink to be a flexible and value-added

solution within existing software stacks.

Factors Affecting Operating Results

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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.

origin of manufacturing, sales capabilities, financial stability, brand recognition, product reliability, and the installed base’s

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 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 market for alternative fuel vehicles is still 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 battery chemistries), 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;

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 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.

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 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

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

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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Charging service revenue - company-owned charging stations

Grant and rebate

Ride-sharing services

Grant and fees rebate

Car-sharing services

Total Revenues

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Warranty and repairs and maintenance

Ride-sharing services

Car-sharing services

Depreciation and amortization

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Other operating expenses

Impairment of goodwill

Impairment of intangible assets

Total Operating Expenses

Loss From Operations

Other Income (Expense):

Interest income

Dividend and interest income

Loss on foreign exchange

Gain on forgiveness of PPP loan

Other (Expense) Income:

Interest expense

Dividend income

Gain (loss) on foreign exchange

Loss on extinguishment of notes payable

Change in fair value of derivative and other accrued liabilities

Other (expense) income, net

Total Other Income (Expense)

Other expense

Total Other Expense

Loss Before Income Taxes

5 unchanged sentences

residential chargers when compared to the same period in 2022.

Also contributing to the increase in product sales was $3,242 from

EB, which we acquired in April 2022, and $14,305 from SemaConnect, which we acquired in June 2022.

Charging service revenue for company-owned and operated charging stations was $6,866 for the year ended December 31, 2022, compared to

$2,978 for the year ended December 31, 2021, an increase of $3,888, or 131%.

The increase is due to the increase in utilization of chargers

and an increased number of chargers on the Blink Networks.

Also contributing to the increase in charging service revenue was $528 from

EB, which we acquired in April 2022.

Network fee revenue was $4,370 for the year ended December 31, 2022, compared to $667 for the year ended December 31, 2021, an increase

of $3,703, or 555%.

Charging service revenue for company-owned and operated charging stations

was $15,646 for the year ended December 31, 2023, compared to $6,866 for the year ended December 31, 2022, an increase of $8,780, or 128%.

The increase is due to the increase in utilization of chargers and an increased number of chargers on the Blink Networks.

fee revenue was $7,481 for the year ended December 31, 2023, compared to $4,370 for the year ended December 31, 2022, an increase of

$3,111, or 71%.

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

during the year ended December 31, 2023, as compared to the year ended December 31, 2022.

Also contributing to the increase in network

fee revenue was $3,199 from SemaConnect, which we acquired in June 2022.

revenue was $928 for the year ended December 31, 2022, compared to $220 for the year ended December 31, 2021, an increase of $708, or

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

year December 31, 2022 compared to the year ended December 31, 2021.

As of December 31, 2022, we recorded a liability of $176 which represents

the estimated cost of existing backlog of known warranty cases.

and rebate revenues were $296 for the year ended December 31, 2022, compared to $400 for the year ended December 31, 2021, a decrease

of $104, or 26%.

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 years ended December 31, 2022 and 2021.

services revenues were $1,268 during the year ended December 31, 2022, compared to $769 during the year ended December 31, 2021, an increase

of $499, or 65%.

These revenues are derived from ride-sharing subscription services through a program

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

revenue increased by $967, or 227%, to $1,393 for the year ended December 31, 2022, compared to $426 for the year ended December 31,

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

revenue was $3,258 for the year ended December 31, 2023, compared to $928 for the year ended December 31, 2022, an increase of $2,330,

The increase was primarily attributable to an increase in warranty contracts sold for

the year December 31, 2023 compared to the year ended December 31, 2022.

and fees rebate revenues were $469 for the year ended December 31, 2023, compared to $296 for the year ended December 31, 2022, an

increase of $173, or 58%.

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.

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 years ended December 31, 2023 and 2022.

services revenues were $3,302 during the year ended December 31, 2023, compared to $1,268 during the year ended December 31, 2022,

an increase of $2,034, or 160%.

These revenues are derived from ride-sharing subscription

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

Also contributing to the increase in revenues is revenues of $2,743 from Envoy, which was acquired in April 2023.

revenue decreased by $367, or 26% to $1,026 for the year ended December 31, 2023, compared to $1,393 for the year ended December 31,

The decrease was primarily attributable to higher Low Carbon Fuel Standard (LCFS) credits generated during the year ended December

31, 2023 compared to the same period in 2022.

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as a byproduct from our charging services in the states of California and Oregon.

of revenues primarily consists of electricity reimbursements, revenue share payments to our Property Partner hosts, the cost of charging

stations sold, connectivity charges provided by telco and other networks, warranty, repairs and maintenance services, and depreciation

of our installed charging stations.

Cost of revenues for the year ended December 31, 2022 were $46,337 as compared to $18,098 for the

year ended December 31, 2021, an increase of $28,239, or 156%.

of revenues primarily consists of electricity reimbursements, revenue share payments to our Property Partner hosts, the cost of

charging stations sold, connectivity charges provided by telco and other networks, warranty, repairs and maintenance services, and

depreciation of our installed charging stations.

Cost of revenues for the year ended December 31, 2023 were $100,392 as compared to

$46,337 for the year ended December 31, 2022, an increase of $54,055, or 117%.

is a degree of variability in our costs in relation to our revenues from period to period, primarily due to:

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The increase was primarily due to the increase in product sales of commercial chargers, DC fast chargers and home

residential chargers during the year ended December 31, 2022 compared to the same period in 2021, as well as cost of product sales of

$2,885 from EB, which we acquired in April 2022, and $6,619 from SemaConnect, which we acquired in June 2022.

of charging services for company-owned charging stations (electricity reimbursements) increased by $759, or 107%, to $1,466 for the year

ended December 31, 2022, compared to $707 for the year ended December 31, 2021.

The increase in 2022 was attributable to the mix of charging

stations generating charging service revenues subject to electricity reimbursement.

residential chargers during the year ended December 31, 2023 compared to the same period in 2022.

of charging services for company-owned charging stations (electricity reimbursements) increased by $2,074, or 141%, to $3,540 for the

year ended December 31, 2023, compared to $1,466 for the year ended December 31, 2022.

The increase in 2023 was attributable to the mix

of charging stations generating charging service revenues subject to electricity reimbursement.

provider fees increased by $5,205, or 132%, to $9,140 during the year ended December 31, 2023, compared to $3,935 during the year ended

December 31, 2022.

This increase was a result of the mix of chargers generating revenue and their corresponding revenue share percentage

payments to Property Partner hosts pursuant to their agreements, as well as a reduction in utilization during 2021 due to COVID-19.

Network costs increased by $1,009, or 222%, to $1,463 for the year ended December 31, 2022, compared to $454 for the year ended December

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

our network system compared to the same period in 2021.

Also contributing to the increase in network costs was $781 from SemaConnect,

which we acquired in June 2022.

Warranty and repairs and maintenance costs increased by $1,903, or 213%, to $2,795 for the year ended December 31, 2022, compared to $892

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 $506, or 35%, to $1,969 for the year ended December 31, 2023, compared to $1,463 for the year ended December 31,

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 $1,810, or 65%, to $4,605 for the year ended December 31, 2023, compared to $2,795

for the year ended December 31, 2022.

The increase in 2022 was attributable to significant efforts expended to reduce the backlog in warranty

and repairs and maintenance cases.

Also contributing to the increase was $99 from EB, which we acquired in April 2022, and $98 from SemaConnect,

which we acquired in June 2022.

As of December 31, 2022, we recorded a liability of $176 which represents the estimated cost of existing

backlog of known warranty cases.

of ride-sharing services was $2,137 during the year ended December 31, 2022, compared to $1,458 during the year ended December 31, 2021,

The increase in 2023 was attributable to significant

efforts expended to reduce the backlog in warranty and repairs and maintenance cases.

As of December 31, 2023, we recorded a

liability of $503 which represents the estimated cost of existing backlog of known warranty cases.

of car-sharing services was $4,356 during the year ended December 31, 2023, compared to $2,137 during the year ended December 31,

2022, an increase of $2,219, or 104%.

These costs are from ride-sharing subscription services through a program with the City of Los Angeles,

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

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.

contributing to the increase in costs for these services is $2,221 from Envoy, which was acquired in April 2023.

and amortization expense increased by $1,137, or 37%, to $4,250 for the year ended December 31, 2023, compared to $3,113 for the year

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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.

vehicles associated with the car-share services.

expense increased by $32,067, or 53%, to $92,669 (consisting of approximately $70,630 of cash compensation and approximately $22,039

of non-cash compensation) for the year ended December 31, 2022, compared to $38,389 (consisting of approximately $22,000 of cash

compensation and approximately $16,400 of non-cash compensation) for the year ended December 31, 2021.

increase in compensation expense for the year ended December 31, 2022 compared to the same period in 2021 was primarily related to

increases in personnel and compensation in executive, marketing, sales and operations departments as a result of the anticipated

domestic and international growth of our company.

In addition, compensation expense during the year ended December 31, 2022 compared

to the same period in 2021 increased due to additional personnel in conjunction with the acquisitions of SemaConnect and EB during

the second quarter of 2022.

of non-cash compensation) for the year ended December 31, 2023, compared to $60,602 (consisting of approximately $44,689 of cash compensation

and approximately $15,913 of non-cash compensation) for the year ended December 31, 2022.

in compensation expense for the year ended December 31, 2023 compared to the same period in 2022 was primarily related to increases in

personnel and compensation in executive, marketing, sales and operations departments as a result of the anticipated domestic and international

growth of our company.

In addition, compensation expense during the year ended December 31, 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 Officer;

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 December

31, 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 $7,344, or 26%, from $27,826 for the year ended December 31, 2022 to $35,170, for the year

ended December 31, 2023.

The increase was primarily attributable to increases in accounting,

legal, investor relations, marketing, consulting , recruiting, software licensing and other professional service expenditures of

Further, general and administrative expenses increased due to increases in amortization expense of $5,119 related to the

acquisitions of SemaConnect and EB during the second quarter of 2022.

Also contributing to the increase in general and

administrative expenses were acquisition-related expenses of $3,933 related to the 2022 acquisitions of SemaConnect and

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

software licensing and other professional service expenditures of $6,890.

Further, general

and administrative expenses increased due to increases in amortization expense of $1,448 primarily related to the acquisition of Envoy

operating expenses increased by $2,180, or 14%, from $15,645 for the year ended December 31, 2022 to $17,825 for the year ended December

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

rent, hardware and software development costs and property/use tax expenditures of $4,616.

Further, increases in travel and vehicle expenses

of $1,754, contributed to the increase in other operating expenses for year ended December 31, 2022 compared to the same period in 2021.

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

During the year ended December 31, 2022, we incurred expenses of $ 3,809 related to the network upgrade to certain of our company’s

EV charging stations.

(Expense) Income

expense increased by $2,531 from other income of $550 for the year ended December 31, 2021 to other expense of $1,981 for the year ended

December 31, 2022.

The increase in other expenses is primarily attributable to interest expense of $1,529 associated with the deferred

payment from the SemaConnect acquisition.

Also contributing to the increase in other expenses is loss on foreign currency exchange of

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

annual shareholder meeting, rent, and hardware and software expenses of $5,196.

Further, increases in travel and vehicle expenses of

$480, contributed to the increase in other operating expenses for year ended December 31, 2023 compared to the same period in 2022.

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

increase in other operating expenses for the year ended December 31, 2023 compared to the same period in 2022 was partially offset by

a decrease of $4,257 in expenses related to the 4G network upgrade which was substantially performed during 2022.

the year ended December 31, 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.

expense increased by $530 from $1,981 for the year ended December 31, 2022 to $2,511 for the year ended December 31, 2023.

in other expenses was primarily attributable to an increase in interest expense of $2,017 associated with the deferred payment from the

SemaConnect acquisition as well as an increase in the loss on extinguishment of notes payable of $1,000, partially offset by an increase

in dividend and interest income of $1,455.

For Income Taxes

Provision for income taxes was $308 during the year ended December 31, 2022 as compared to $0 during the year ended December 31, 2021.

The Company’s statutory federal income tax rate for 2022 and 2021 was 21.0%.

for income taxes was $1,494 during the year ended December 31, 2023 as compared to $308 during the year ended December 31, 2022.

Company’s statutory federal income tax rate for 2023 and 2022 was 21.0%.

The Company’s effective tax rate for 2023 and 2022

was 0.7% and 0.3%, respectively.

The increase in the provision for income taxes and the effective tax rate was related to certain

subsidiaries which generated net income during the year ended December 31, 2022.

net loss for the year ended December 31, 2022 increased by $36,441, or 66%, to $91,560 as compared to $55,119 for the year ended December

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

and administrative expenses in conjunction with current and anticipated growth of our company.

The increase in the provision for income taxes and the effective tax rate was related to certain subsidiaries

which generated net income during the year ended December 31, 2022.

Our net loss for the year ended December 31, 2023 increased by $112,133,

or 122%, to $203,693 as compared to $91,560 for the year ended December 31, 2022.

The increase was primarily attributable to an increase

in compensation expense and general and administrative expenses in conjunction with current and anticipated growth of our company.

Comprehensive Loss

total comprehensive loss for the year ended December 31, 2022 was $92,822 whereas our total comprehensive loss for the year ended December

31, 2021 was $56,465, an increase of $36,357 for the same reasons as noted above related to the increase in our net loss.

Our total comprehensive loss for the year ended December 31, 2023 was

$203,183 whereas our total comprehensive loss for the year ended December 31, 2022 was $92,822, an increase of $110,361 for the same reasons

as noted above related to the increase in our net loss.

and Capital Resources

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

Cash and Cash Equivalents

Working Capital

the years ended December 31, 2023 and 2022, we financed our activities from proceeds derived from debt and equity financings which were

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the year ended December 31, 2023, net cash used in investing activities was $13,240, of which, $4,660

was used as cash consideration for SemaConnect (net of cash acquired), $11,360 was used as cash consideration for EB (net of cash acquired),

$6,595 was used to purchase charging stations and other fixed assets, $2,200 was used as a note receivable to a target, and $294 was

related to the payment of engineering costs that were capitalized .

During the year ended December 31, 2021, net cash used in investing

activities was $30,449, of which, $6,804 was provided in connection with the sale of marketable securities, which was offset by purchases

of marketing securities of $7,209, $7,065 was used to purchase charging stations and other fixed assets, $22,742 (net of $243 cash acquired)

was used as purchase consideration in connection with the Blue Corner acquisition and $237 was used for engineering services.

was used as cash consideration for Envoy (net of cash acquired), $7,552 was used to purchase charging stations and other fixed assets,

and $1,028 was related to the payment of engineering costs that were capitalized.

During the year ended December 31, 2022, net

cash used in investing activities was $57,441, 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), $5,249 was used to purchase

charging stations and other fixed assets, $2,200 was used as a note receivable to a target, and $294 was related to the payment of engineering

costs that were capitalized.

the year ended December 31, 2023, net cash provided by financing activities was $197,315, of which, $208,865

was provided by the exercise of warrants and options, offset by $315 used to pay down our liability in connection with internal use software,

$217 was used to pay down our finance lease liability and $681 was used to pay down notes payable this was offset by $7,386 was attributable

to the net proceeds from the sale of common stock from the public offering.

During the year ended December 31, 2021, net cash

provided by financing activities was $223,271, of which, $221,333 was attributable to the net proceeds from the sale of common stock

from the public offering, $1,693 was attributable to the proceeds from warrant exercises, $307 of proceeds were from option exercises,

partially offset by $62 used to pay down our financing liability in connection with internal use software.

of December 31, 2022, we had cash, working capital and an accumulated deficit of $36,562, $48,962 and $334,030, respectively.

the year ended December 31, 2022, we had a net loss of $91,560.

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

price of $12.00 per share.

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

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

In addition, the underwriters have a

30-day option to purchase up to an additional 1,249,999 shares of common stock from us at the public offering price, less the

underwriting discounts and commissions.

The public offering was made pursuant to our automatic shelf registration statement on Form

S-3 ASR filed with the SEC on January 6, 2021, and prospectus supplement dated February 8, 2023.

Barclays acted as the sole

book-running manager for the offering.

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

January 2021, we completed an underwritten registered public offering of 5,660,000 shares of our common stock at a public offering

price of $41.00 per share.

We received approximately $232,100 in gross proceeds from the public offering, and approximately $221,500

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

The public offering was made pursuant to

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

January 7, 2021.

We used the net proceeds from the public offering to supplement our operating cash flows to fund EV charging

station deployment and, when needed, to finance the costs of acquiring competitive and complementary businesses, products and

technologies as a part of our growth strategy, and for working capital and general corporate purposes.

was attributable to the net proceeds from the sale of common stock from the public offering, $835 was provided by the exercise of warrants

and options, offset by $9,292 was used to pay down notes payable, $2,837 was used to pay down our finance lease liability and $256 used

to pay down our liability in connection with internal use software.

the year ended December 31, 2022, net cash provided by financing activities was $6,393, of which, $7,386

was attributable to the net proceeds from the sale of common stock from the public offering, $220 was provided by the exercise of warrants

and options, offset by $681 was used to pay down notes payable, $315 used to pay down our liability in connection with internal use software,

and $217 was used to pay down our finance lease liability.

As of December 31, 2023, we had cash and cash equivalents, working

capital and an accumulated deficit of $121,691, $152,033 and $537,723, respectively.

During the year ended December 31, 2023, we generated

a net loss of $203,693.

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

of $12.00 per share.

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

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

In addition, the underwriters have a 30-day option

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

and commissions.

The public offering was made pursuant to our automatic shelf registration statement on Form S-3 ASR filed with the SEC

on January 6, 2021, and prospectus supplement dated February 8, 2023.

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

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

January 2021, we completed an underwritten registered public offering of 5,660,000 shares of our common stock at a public offering price

of $41.00 per share.

We received approximately $232,100 in gross proceeds from the public offering, and approximately $221,500 in net

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

The public offering was made pursuant to our automatic

shelf registration statement on Form S-3 ASR filed with the SEC on January 6, 2021 and prospectus supplement dated January 7, 2021.

used the net proceeds from the public offering to supplement our operating cash flows to fund EV charging station deployment and, when

needed, to finance the costs of acquiring competitive and complementary businesses, products and technologies as a part of our growth

strategy, and for working capital and general corporate purposes.

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

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to complete our EV development initiatives or attain profitable operations.

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

HSBC Securities (USA) Inc., ThinkEquity LLC, H.C.

Wainwright & Co., LLC and Roth Capital Partners, LLC (the “Agents”)

to conduct an “ATM” equity offering program pursuant to which we may issue and sell from time to time shares of our common

stock, par value $0.001 per share, having an aggregate offering price of up to $250,000 through the Agents, as our sales

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.

As of December 31, 2022, 558,721 shares have been sold pursuant to the ATM program

representing gross proceeds of approximately $7,697.

electric vehicle charging requirements and technologies change, driven by federal, state or local regulatory authorities or by electric

vehicle manufacturers or other technology or services providers for the charging station industry, in particular cellular connectivity

technology, we may need to upgrade or adapt our charging station products or introduce new products in order to serve new vehicles, conform

to new standards, or adapt new technologies to serve existing customers or new customers at substantial research, development, and network

upgrades costs.

During 2021, many cellular technology providers announced they will require the upgrade from 2G/3G connectivity to 4G

LTE during 2022 (the “Upgrade”).

During the year ended December 31, 2022, we incurred $3,809 related to

these upgrades.

As of December 31, 2022, the charger upgrades were substantially complete.

Obligations and Commitments

entered into purchase commitments that include purchase orders and agreements in the normal course of business with contract

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

On September 2, 2022, we entered

into a Sales Agreement (“Sales Agreement”) with Barclays Capital Inc., BofA Securities, Inc., HSBC Securities (USA) Inc.,

ThinkEquity LLC, H.C.

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.

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.

As of December

we had purchase commitment of approximately $60,532, which will become payable upon the suppliers’ delivery of the charging stations, services and other related items.

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.

Further, we have operating and finance lease obligations over the next five years of approximately $5,500.

31, 2023, 30,914,695 shares have been sold pursuant to the ATM program representing gross proceeds of approximately $116,651.

Subsequent to December 31, 2023, the Company sold an aggregate of 8,177,472 shares of common stock aggregate gross

proceeds of $25,651 and net proceeds of $25,136.

Obligations and Commitments

entered into purchase commitments that include purchase orders and agreements in the normal course of business with contract manufacturers,

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

As of December 31, 2023, we had purchase

commitments of approximately $21,672, 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 $11,418.

These operating lease obligations

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Our accounting policies are more

fully described in Note 2 – Summary of Significant Accounting Policies, in our Consolidated Financial Statements included at the end of this

Annual Report.

fully described in Note 2 – Summary of Significant Accounting Policies, in our Consolidated Financial Statements included at the

end of this Annual Report.

recognize revenue primarily from four different types of contracts:

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fees are billed annually.

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

– Other revenues primarily comprises of revenues generated from alternative fuel

timing of our revenue recognition may differ from the timing of payment by its customers.

A receivable is recorded when

revenue is recognized prior to payment and the company has an unconditional right to payment.

Alternatively, when payment precedes the

provision of the related services, the company records deferred revenue until the performance obligations are satisfied.

A receivable is recorded when revenue is recognized

prior to payment and the company has an unconditional right to payment.

Alternatively, when payment precedes the provision of the related

services, the company records deferred revenue until the performance obligations are satisfied.

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

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useful lives over the useful life of the charging station.

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

to a ride-sharing services agreement with the City of Los Angeles which allows customers the ability to rent electric vehicles through

a subscription service.

The Company recognizes revenue over the contractual period of performance of the subscription which are short

term in nature.

services, is accounted for under ASC Topic 842, Leases and pertains 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.

Company accounts for such rentals as operating leases.

The lease terms are included in the Company’s contracts, and the determination

of whether the Company’s contracts contain leases generally does not require significant assumptions or judgments.

The Company’s

lease revenues do not include material amounts of variable payments.

The Company does not provide an option for the lessee to purchase

the rented equipment at the end of the lease.

Company is unsure of when the customer will return rented equipment.

As such, the Company does not know how much the customer will owe

it upon return of the equipment and, therefore, cannot provide a maturity analysis of future lease payments.

The Company’s equipment

is generally rented for short periods of time (generally a few minutes to a few hours).

Lessees do not provide residual value guarantees

on rented equipment.

Company expects to derive significant future benefits from its equipment following the end of the rental term.

The Company’s equipment

is typically rented for the majority of the time that the Company owns it.

The Company recognizes

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

measure the cost of services received in exchange for an award of equity instruments based on the fair value of the award on the date

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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-K

Item 7. Management’s Discussion and Analysis