What changed in this filing

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Item 9A. Controls and Procedures

2024-03-18 compared with 2023-03-14 · 1427 added, 1306 removed, 979 unchanged (74% of the section changed)

1 unchanged sentence

of Disclosure Controls and Procedures

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

submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s

rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and

Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

In designing and evaluating the

disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated,

can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in

evaluating the cost- benefit relationship of possible controls and procedures.

Management has designed disclosure controls and procedures

that reasonably enable the management to deliberate and take timely decisions regarding required disclosure.

required by the SEC Rules 13a-15(b) and 15d-15(b), we carried out an evaluation under the supervision and with the participation of our

management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation

of our disclosure controls and procedures as of the end of the period covered by this report.

Based on this evaluation, the Chief Executive

Officer and Chief Financial Officer have concluded the Company’s disclosure controls and procedures were not effective as of December

31, 2022 due to the material weaknesses in internal control over financial reporting described below.

after giving full consideration to the material weaknesses described below, and the additional analyses and other procedures the Company

performed to ensure that its consolidated financial statements included in this Annual Report on Form 10-K were prepared in accordance

GAAP, Blink’s management has concluded that its consolidated financial statements present fairly, in all material respects,

its financial position, results of operations and cash flows for the periods disclosed in conformity with U.S.

Disclosure controls and procedures are designed to provide reasonable assurance

that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized

and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and

communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely

decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, management recognizes that

any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired

control objectives, and management is required to apply its judgment in evaluating the cost- benefit relationship of possible controls

and procedures.

Management has designed disclosure controls and procedures that reasonably enable the management to deliberate and take

timely decisions regarding required disclosure.

As required by the SEC Rules 13a-15(b) and 15d-15(b), we carried out an

evaluation under the supervision and with the participation of our management, including our principal executive officer and principal

financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period

covered by this report.

Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded the Company’s

disclosure controls and procedures were not effective as of December 31, 2023, due to the material weaknesses in internal control over

financial reporting described below.

However, after giving full consideration to the material weaknesses described

below, and the additional analyses and other procedures the Company performed to ensure that its consolidated financial statements included

in this Annual Report on Form 10-K were prepared in accordance with U.S.

GAAP, Blink’s management has concluded that its consolidated

financial statements present fairly, in all material respects, its financial position, results of operations and cash flows for the periods

disclosed in conformity with U.S.

Annual Report on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting.

Our internal control system

was designed to, in general, provide reasonable assurance to our company’s management and board regarding the preparation and fair

presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may

not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that

controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may

permitted by SEC guidance for newly acquired businesses, because it was not possible to complete an effective assessment of the acquired

companies’ controls by year-end, management has excluded both SemaConnect and Electric Blue Limited (“EB”) from its

evaluation of disclosure controls and procedures and internal controls over financial reporting and changes therein from the date of

such acquisition through December 31, 2022.

SemaConnect’s total assets and total revenues represent approximately 7% and 30%, respectively,

and EB’s total assets and total revenues represent approximately 3% and 8% respectively, of the related consolidated financial

statement amounts of Blink Charging Co.

Our management is responsible for establishing and maintaining adequate

internal control over financial reporting.

Our internal control system was designed to, in general, provide reasonable assurance to our

company’s management and board regarding the preparation and fair presentation of published financial statements, but because of

its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any

evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may deteriorate.

As permitted by SEC guidance for newly acquired businesses, because it

was not possible to complete an effective assessment of the acquired company’s controls by year-end, management has excluded Envoy

Technologies Inc., from its evaluation of disclosure controls and procedures and internal controls over financial reporting and changes

therein from the date of such acquisition through December 31, 2023.

Envoy’s total assets and total revenues represent approximately

1% and 2% respectively, of the related consolidated financial statement amounts of Blink Charging Co.

as of and for the year ended December

management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022.

The framework used by

management in making that assessment was the criteria set forth in the document entitled “2013 Internal Control – Integrated

Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, the Chief

Executive Officer and Chief Financial Officer have concluded that, during the period covered by this report, such internal controls and

procedures were not effective as of December 31, 2022 because of material weaknesses reported below.

● During the fourth quarter of 2022, management identified IT deficiencies relating to change management and the restriction of access to

a sub-system at a subsidiary.

Fiscal 2022 was the initial year that this subsidiary was subjected to testing its internal controls over

financial reporting.

Once these deficiencies were identified, management remediated the design of these controls.

As this remediation

occurred late in the fourth quarter of 2022, it was deemed too late to sufficiently test the remediated controls’ operational effectiveness.

Accordingly, management has considered it to be a material weakness in internal controls over financial reporting as of December 31, 2022.

Management expects to remediate this control during 2023.

Company’s internal controls over financial reporting did not detect a miscalculation

of a certain non-cash share-based compensation transaction on a timely basis.

views this miscalculation as an isolated occurrence but considers this control deficiency

a material weakness in internal controls over financial reporting as of December 31, 2022.

Management expects to remediate this control during 2023.

Our management assessed the effectiveness of our internal control over

financial reporting as of December 31, 2023.

The framework used by management in making that assessment was the criteria set forth in

the document entitled “2013 Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations

of the Treadway Commission.

Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, during

the period covered by this report, such internal controls and procedures were not effective as of December 31, 2023, because of the material

weaknesses reported below.

● Management identified information technology deficiencies in the design

and implementation of change management and user access controls over financial IT applications and underlying records that:

Company’s financial reporting processes, impact automated process-level and manual controls, and provide the assurance that the

data produced by these systems is complete and accurate.

The access issues relate to appropriate

segregation of duties that would adequately restrict user and privileged access to the financially relevant applications and underlying

records to the appropriate Company personnel.

Management has considered the IT deficiencies to be a material weakness in internal

controls over financial reporting as of December 31, 2023.

● During 2023, management reported a material weakness related to the operational

effectiveness of its internal controls related to review of the impairment and allocation of goodwill and intangible assets.

Remediation efforts have begun;

the material weaknesses will not be considered

remediated until the applicable controls operate for a sufficient period of time and management has concluded, through

testing, that these controls are operating effectively.

The Company expects that the remediation of these material weaknesses will be

completed during 2024.

Remediation in Internal Control Over Financial Reporting During 2023

In 2022, the Company identified

certain design deficiency which resulted in a failure to detect a miscalculation of a certain non-cash share-based compensation transaction

on a timely basis.

As a result of the internal controls initiatives referenced above, the 2022 reported material weakness has been remediated

in 2023 and is operating effectively.

in Internal Control Over Financial Reporting

2022, management continued to implement improvements to the Company’s internal control system.

Throughout the year, from executive

management on down, a strong commitment was made to the importance of internal control and to create and maintain an infrastructure to

support the Company’s compliance program.

The Audit Committee was actively engaged and exercised continuous oversight throughout

Further, management and the Audit Committee fostered open and regular dialogue with the Company’s external auditors.

Internal control, particularly those relating to subjective judgements, were strengthened and, when possible automated and centralized.

Further, improvements included:

All financially significant

business processes and entity-level assessments were documented, evaluated, tested for their adequacy of design.

The Company’s information

technology security and general controls were likewise documented, evaluated and tested for their adequacy of design.

The Company successfully

tested for operational effectiveness its business process and entity level internal controls and information technology general and

security controls.

2021, the Company had identified certain design deficiencies in its management and analytical review controls associated with the financial

close, revenue and inventory processes.

As a result of the internal controls initiatives referenced above, the 2021 reported material

weakness has been remediated and is operating effectively.

2023, management continued to implement improvements to the Company’s internal control system including expanding our internal

control assessments to the Company’s 2022 acquisitions Throughout the year, from executive management down, a strong commitment

was made to the importance of internal control and to create and maintain an infrastructure to support the Company’s compliance

The Audit Committee was actively engaged and exercised continuous oversight throughout the process.

Further, management and

the Audit Committee fostered open and regular dialogue with the Company’s external auditors.

Internal control, particularly those

relating to subjective judgements, were strengthened and, when possible automated and centralized.

as described above, there were no changes in the Company’s internal control over the financial reporting during the fourth quarter

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INTERNAL CONTROL OVER FINANCIAL REPORTING

the Shareholders and Board of Directors of

the Stockholders and Board of Directors of

Opinion on Internal Control over Financial Reporting

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or detected on a timely basis.

The following material weaknesses have been identified and included in Management’s Annual Report on Internal

Control Over Financial Reporting:

of the Company’s subsidiaries did not implement program change management and user access

controls to ensure that a) IT program and data changes affecting the Company’s financial

IT applications & underlying accounting records, are identified, tested, authorized and

implemented appropriately b) appropriate segregation of duties that would adequately restrict

user and privileged access to validate that data produced by its relevant IT system were

complete and accurate.

of the Company’s controls associated with the calculation of stock-based compensation

awards were not operating effectively.

deficiencies, combined with inadequate compensating review controls, created a reasonable

possibility that a material misstatement, individually or in the aggregate, to the consolidated

financial statements might not be prevented or detected on a timely basis and represents

a material weakness in the Company’s internal control over financial reporting.

The following material weaknesses have been identified and included in “Management’s Annual

Report on Internal Control Over Financial Reporting”:

The Company's change management and access

controls were not designed and implemented effectively to ensure:

1) IT program and data changes affecting the Company’s financial

IT applications and underlying records are identified, tested, authorized and implemented appropriately to validate that data produced

by these IT applications were complete and accurate, and 2) appropriate segregation of duties that would adequately restrict user and

privileged access to the financially relevant applications and underlying records to the appropriate Company personnel.

Due to the pervasive

nature of these deficiencies other IT general controls, automated process-level, and manual controls that are dependent upon the information

derived from such financially relevant applications were also determined to be ineffective.

Ineffective operation of management review controls over allocation of proceeds to intangible

assets and goodwill and the evaluation of potential impairment for goodwill and other intangible assets.

deficiencies, combined with inadequate review controls, created a reasonable possibility that a material misstatement, either

individually or in the aggregate, of the consolidated financial statements might not be prevented or detected on a timely basis and represent

material weaknesses in the Company’s internal control over financial reporting.

material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the fiscal 2023

2022 consolidated financial statements, and this report does not affect our report dated March 14, 2023 on those financial

consolidated financial statements, and this report does not affect our report dated March 18, 2024 on those financial statements.

have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”),

the consolidated balance sheets as of December 31, 2022 and 2021 and the related consolidated statements of operations, comprehensive

loss, changes in shareholders’ equity, and cash flows for the three years ended December 31, 2022 of the Company and our report

dated March 14, 2023 expressed an unqualified opinion on those financial statements.

Paragraph – Excluded Subsidiaries

described in “Management Annual Report on Internal Control Over Financial Reporting”, management has excluded its wholly-owned

subsidiaries, SemaConnect, Inc.

and Electric Blue Limited, from its assessment of internal control over financial reporting as of December

31, 2022 because these entities were acquired by the Company in purchase business combinations during 2022.

We have also excluded SemaConnect,

and Electric Blue Limited from our audit of internal control over financial reporting.

These subsidiaries’ combined total

assets and total revenues represent approximately 10% and 38.0%, respectively, of the related consolidated financial statement amounts

as of and for the year ended December 31, 2022.

Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the

effectiveness of internal control over financial reporting, included in the accompanying “Management Annual Report on Internal Control

Over Financial Reporting”.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting

based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the

Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

the consolidated balance sheets of the Company as of December 31, 2023 and 2022 and the related consolidated statements of operations,

comprehensive loss, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31,

2023 and our report thereon dated March 18, 2024 expressed an unqualified opinion on those financial statements.

Paragraph – Excluded Subsidiary

described in “Management’s Annual Report on Internal Control Over Financial Reporting”, management has excluded its

wholly owned subsidiary, Envoy Technologies, Inc., from its assessment of internal control over financial reporting as of December 31,

2023 because the entity was acquired by the Company as the result of a business combination during 2023.

We have also excluded Envoy

Technologies, Inc.

from our audit of internal control over financial reporting.

The subsidiary’s combined total assets and total

revenues represent approximately 1% and 2%, respectively, of the related consolidated financial statement amounts as of and for the year

ended December 31, 2023.

Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment

of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Annual Report

on Internal Control Over Financial Reporting”.

Our responsibility is to express an opinion on the Company’s internal control

over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent

with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

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and Limitations of Internal Control over Financial Reporting

company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of

financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance

of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance

with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with

authorizations of management and directors of the company;

company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the

maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in

accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance

with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection

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or that degree of compliance with the policies or procedures may deteriorate.

During the fiscal quarter ended December 31, 2023, none of the Company’s

directors or officers adopted , modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1

trading arrangement, in each case as defined in Item 408 of Regulation S-K.

REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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AND FINANCIAL STATEMENT SCHEDULES.

Share Purchase Agreement, dated April 21, 2021, between the Shareholders of Blue Corner NV and Blink Holdings B.V.

Sale and Purchase Agreement, dated April 22, 2022, between the shareholders of Electric Blue Limited, and Blink Holdings B.V.

and Blink Charging Co.

Agreement and Plan of Merger, dated as of June 13, 2022, by and among Blink Charging Co., Blink Sub I Corp., Blink Sub II LLC, SemaConnect, Inc.

Purchase Agreement, dated April 21, 2021, between the Shareholders of Blue Corner NV and Blink Holdings B.V.

and Purchase Agreement, dated April 22, 2022, between the shareholders of Electric Blue Limited, and Blink Holdings B.V.

and Plan of Merger, dated as of June 13, 2022, by and among Blink Charging Co., Blink Sub I Corp., Blink Sub II LLC, SemaConnect,

and Shareholder Representative Services LLC (solely in its capacity as the stockholders’ representative)

Articles of Incorporation, as amended most recently on August 17, 2017

Bylaws, as amended most recently on January 29, 2018

Certificate of Withdrawal for Series A Convertible Preferred Stock

Certificate of Withdrawal for Series B Preferred Stock

Certificate of Withdrawal for Series C Convertible Preferred Stock

Certificate of Withdrawal for Series D Convertible Preferred Stock

Form of Common Stock Purchase Warrant dated April 9, 2018

Description of the Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Executive Employment Agreement by and between the Company and Michael D.

Farkas dated October 29, 2010

First Amendment to Executive Employment Agreement by and between the Company and Michael D.

Farkas dated December 23, 2014

Second Amendment to Executive Employment Agreement by and between the Company and Michael D.

Farkas dated July 24, 2015

Third Amendment to Executive Employment Agreement by and between the Company and Michael D.

Farkas dated June 15, 2017

Patent License Agreement, dated March 29, 2012, by and among Car Charging Group, Inc., Balance Holdings, LLC and Michael Farkas

Patent License Agreement, dated March 11, 2016, by and among Car Charging Group, Inc., Balance Holdings, LLC and Michael Farkas

Revenue Sharing Agreement, dated April 3, 2013, by and among Car Charging Group, Inc., EV Pass Holdings, LLC, and Synapse Sustainability Trust, Inc.

Office Lease Agreement, dated April 20, 2018, between Euro American Group, Inc.

and Car Charging Inc.

Agreement and Plan of Merger, dated as of April 18, 2023, by and among Blink Charging Co., Blink Mobility, LLC, Mobility Merger Sub Inc., Envoy Technologies, Inc., and Fortis Advisors LLC (as Equityholders’ Agent)

Amendment No.

2, dated as of August 4, 2023, to Agreement and Plan of Merger, dated as of June 13, 2022, by and among Blink Charging Co., SemaConnect LLC and Shareholder Representative Services LLC, as Stockholders’ Representative.

of Incorporation, as amended most recently on August 17, 2017

as amended most recently on January 29, 2018

of Withdrawal for Series A Convertible Preferred Stock

of Withdrawal for Series B Preferred Stock

of Withdrawal for Series C Convertible Preferred Stock

of Withdrawal for Series D Convertible Preferred Stock

of Common Stock Purchase Warrant dated April 9, 2018

of the Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Incentive Compensation Plan

Employment Agreement, dated January 9, 2020, between Blink Charging Co.

and Donald Engel

Employment Offer Letter, dated February 7, 2020, between Blink Charging Co.

Offer Letter, dated February 7, 2020, between Blink Charging Co.

and Michael P.

Employment Offer Letter, dated as of March 29, 2020, between Blink Charging Co.

Offer Letter, dated as of March 29, 2020, between Blink Charging Co.

and Brendan S.

Executive Chairman and CEO Employment Agreement, dated May 28, 2021, between Blink Charging Co.

and Michael D.

Employment Agreement, dated December 27, 2021, between Blink Charging Co.

Agreement, dated December 27, 2021, between Blink Charging Co.

and Brendan S.

Employment Agreement, dated April 20, 2021, between Blink Charging Co.

Agreement, dated April 20, 2021, between Blink Charging Co.

and Harjinder Bhade

Employment Agreement, dated May 19, 2022, between Blink Charging Co.

Agreement, dated May 19, 2022, between Blink Charging Co.

and Michael P.

Employment Agreement, dated May 19, 2022, between Blink Charging Co.

Agreement, dated May 19, 2022, between Blink Charging Co.

and Aviv Hillo

Form of Registration Rights Agreement, dated as of June 15, 2022, by and among Blink Charging Co., the equityholders of SemaConnect, Inc.

of Registration Rights Agreement, dated as of June 15, 2022, by and among Blink Charging Co., the equityholders of SemaConnect, Inc.

and each equityholder of SemaConnect, Inc.

to which Blink shares were issued

Employment Offer Letter, dated June 15, 2022, between SemaConnect, LLC, a Blink Charging company, and Mahi Reddy

Sales Agreement, dated September 2, 2022, between Blink Charging Co.

Agreement, dated September 2, 2022, between Blink Charging Co.

and the Sales Agents

Employment Offer Letter, dated June 15, 2022, between SemaConnect LLC and Mark Pastrone, as assumed by Blink Charging Co.

on November 29, 2022

Employment Agreement, dated May 1, 2023, between Blink Charging Co.

and Brendan S.

Amendment to Blink Charging Co.

2018 Incentive Compensation Plan

Separation and General Release Agreement, dated as of June 20, 2023, between Blink Charging Co.

and Michael D.

Employment Offer Letter, dated October 30, 2023, between Blink Charging Co.

and Harjinder Bhade

Amendment to Sales Agreement, dated as of November 2, 2023, between Blink Charging Co.

and the Agents

Subsidiaries of the Registrant

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Section 1350 Certification of Principal Financial Officer

XBRL Instance.

XBRL Presentation.

XBRL Calculation.

XBRL Definition.

Blink Charging Co.

Policy for Recovery of Erroneously Awarded Compensation

Presentation.

Cover Page Interactive Data File (Embedded within the Inline XBRL document)

a management contract or compensatory plan or arrangement.

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March 18, 2024

of the Board and Chief Executive Officer

and Chief Executive Officer

Executive Officer)

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registrant and in the capacities and on the dates indicated.

of the Board and Chief Executive Officer

March 14, 2023

Chief Executive Officer, and Director

Executive Officer)

Financial Officer (Principal Financial and Accounting Officer)

March 14, 2023

Mahidhar Reddy

Executive Officer of SemaConnect and Director

March 14, 2023

Ritsaart J.M.

Financial Officer

Financial and Accounting Officer)

Counsel, Executive Vice President of M&A, and Director

/s/ Ritsaart J.M.

van Montfrans

March 14, 2023

Chairman of the Board

Ritsaart J.M.

van Montfrans

Mahidhar Reddy

/s/ Cedric L.

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OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Shareholders and Board of Directors of

the Stockholders and Board of Directors of

on the Financial Statements

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also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”),

the Company’s internal control over financial reporting as of December 31, 2022, based on the criteria established in Internal Control

- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013 and our report dated

March 14, 2023 , expressed an adverse opinion on the effectiveness of the Company’s internal control over financial

reporting because of the existence of material weaknesses.

the Company’s internal control over financial reporting as of December 31, 2023, based on the criteria established in Internal

Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report

dated March 18, 2024 expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting

because of the existence of material weaknesses.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit s .

financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent

9 unchanged sentences

and disclosures in the financial statements.

Our audit s also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

Our audits also included evaluating the accounting principles used and significant estimates

made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a

reasonable basis for our opinion.

Audit Matters

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Audit Matter Description

described in Note 3 to the consolidated financial statements, the Company acquired SemaConnect, Inc.

and Electric Blue Limited in

June 2022 and April 2022, respectively.

These acquisitions were accounted for as business combinations.

We identified the

evaluation of the acquisition date fair value of the intangible assets acquired as a critical audit matter.

described in Note 3 to the financial statements, the Company acquired Envoy Technologies, Inc.

in April 2023.

This acquisition was accounted

for as a business combination.

We identified the evaluation of the acquisition-date fair value of the intangible assets acquired as a

critical audit matter.

principal consideration for our determination that the evaluation of the acquisition-date fair values of the intangible assets acquired

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The key assumptions used within the valuation models included prospective financial information

including future revenue growth and an applied discount rate.

such as future revenue growth and an applied discount rate.

The calculated fair values are sensitive to changes in these key assumptions.

1 unchanged sentence

audit procedures related to the evaluation of acquisition-date fair values of intangible assets acquired included the following, among

evaluated the design effectiveness of certain controls over the acquisition-date valuation

process, including controls over the development of the key assumptions such as the revenue

growth and the applied discount rate.

obtained the purchase price allocation analyses from management and the third-party specialist

engaged by management.

assessed the qualifications and competence of management and the third-party specialist;

evaluated the methodologies used to determine the fair values of the intangible assets.

tested the assumptions used within the discounted cash flow models to estimate the fair values

of the intangible assets, which included key assumptions such as the future revenue growth

and the applied discount rate.

assessed the reasonableness of management’s forecast by inquiring with management to

understand how the forecast was developed and comparing the projections to historical results

and external sources including industry trends and peer companies’ historical data.

involved an internal valuation specialist who assisted in the evaluation and testing performed

of the reasonableness of significant assumptions to the models, including the applied discount

the design effectiveness of certain controls over the acquisition-date valuation process, including controls over the development

of the key assumptions such as the future revenue growth and the applied discount rate.

We obtained the purchase

price allocation analysis from management and the third-party specialist engaged by management.

the qualifications and competence of management and the third-party specialist;

We evaluated the methodologies

used to determine the fair values of the intangible assets.

We tested the

assumptions used within the discounted cash flow models to estimate the fair values of the intangible assets, which included key

assumptions such as the future revenue growth and the applied discount rate.

We assessed the reasonableness

of management’s forecast by inquiring with management to understand how the forecast was developed and comparing the projections

to historical results and external sources, including industry trends and peer companies’ historical data.

We involved our internal

valuation specialist who assisted in the evaluation and testing performed on the reasonableness of significant assumptions to the

models, including the applied discount rate.

and Other Intangible Assets Impairment

Audit Matter Description

described in Notes 5 and 6 to the financial statements, the Company recognized goodwill and other intangible assets impairment charges of

approximately $89.1 million and $5.1 million, respectively, in the statement of operations during the year ended December 31, 2023.

identified management’s impairment analysis as a critical audit matter.

principal consideration for our determination that the evaluation of goodwill and other intangible assets impairment was a critical audit

matter is the high degree of subjective auditor judgment associated with evaluating management’s determination of the fair values

of each reporting unit and the discounted cash flow model used in management’s assessment.

This led to a high degree of auditor

judgement, subjectivity, and effort in performing procedures in this audit area.

the Critical Audit Matter was Addressed in the Audit

audit procedures related to the evaluation of reporting date fair values of goodwill and other intangible assets included the following,

among others:

We tested management’s

process for determining the fair value estimate of each reporting unit.

We evaluated the discounted

cash flow model used in management’s assessment.

We tested the completeness,

accuracy, and relevance of the underlying data used by management in the discounted cash flow model.

We evaluated the reasonableness

of significant assumptions used by management as part of their analysis.

We involved our internal

valuation specialist who assisted in the evaluation and testing performed of the goodwill and other intangible assets impairment

have served as the Company’s auditor since 2014.

March 14, 2023

Balance Sheets

thousands, except for share amounts)

and cash equivalents

receivable, net

expenses and other current assets

Current Assets:

and equipment, net

lease right-of-use asset

and Stockholders’ Equity

expenses and other current liabilities

portion of operating lease liabilities

portion of financing lease liabilities

portion of deferred revenue

Cash and cash equivalents

Accounts receivable, net

Inventory, net

Prepaid expenses and other current assets

Total Current Assets

Restricted cash

Property and equipment, net

Operating lease right-of-use assets

Intangible assets, net

Liabilities and Stockholders’ Equity

Current Liabilities:

consideration

Consideration

lease liabilities, non-current portion

revenue, non-current portion

and contingencies (Note 16)

Stockholders’

stock, $ 0.001 par value, 500,000,000 shares authorized, 51,476,445 and 42,423,514 shares issued and outstanding as of December 31,

2022 and 2021, respectively

paid-in capital

other comprehensive loss

Accounts payable

Accrued expenses and other current liabilities

Notes payable

Current portion of operating lease liabilities

Current portion of financing lease liabilities

Current portion of deferred revenue

Total Current Liabilities

Contingent consideration

Consideration payable

Operating lease liabilities, non-current portion

Financing lease liabilities, non-current portion

Deferred revenue, non-current portion

Other liabilities

Total Liabilities

Commitments and contingencies (Note 15)

Stockholders’ Equity:

Liabilities and Stockholders’ Equity

Common stock, $ 0.001 par value, 500,000,000 shares authorized, 92,818,233 and 51,476,445 shares issued and outstanding as of December 31, 2023 and 2022, respectively

Additional paid-in capital

Accumulated other comprehensive loss

Accumulated deficit

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

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

1 unchanged sentence

thousands, except for share and per share amounts)

the Years Ended

service revenue - company-owned charging stations

of product sales

of charging services - company-owned charging stations

provider fees

and repairs and maintenance

and amortization

For the Years Ended

Product sales

Charging service revenue - company-owned charging stations

Grant and fees rebate

Car-sharing services

Total Revenues

Cost of Revenues:

and administrative expenses

operating expenses

Cost of product sales

Cost of charging services - company-owned charging stations

Host provider fees

Network costs

Warranty and repairs and maintenance

Car-sharing services

Depreciation and amortization

Total Cost of Revenues

Operating Expenses:

From Operations

Income (Expense):

(expense) income

and interest income

transaction loss

on forgiveness of PPP loan

on settlement of accounts payable, net

in fair value of derivative and other accrued liabilities

(expense) income, net

General and administrative expenses

Other operating expenses

Impairment of goodwill

Impairment of intangible assets

Total Operating Expenses

Loss From Operations

Other (Expense) Income:

Interest (expense) income

Dividend income

Gain (loss) on foreign exchange

Gain on forgiveness of PPP loan

Loss on extinguishment of notes payable

Change in fair value of derivative and other accrued liabilities

Other expense

Total Other (Expense) Income

Loss Before Income Taxes

$ ( 202,199 )

Provision for income taxes

Loss Per Share:

Average Number of

Shares Outstanding:

Average Number of Common

Shares Outstanding:

$ ( 203,693 )

Net Loss Per Share:

Weighted Average Number of Common Shares Outstanding:

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

Statements of Comprehensive Loss

the Years Ended

Comprehensive Income (Loss):

Reclassification

adjustments of gain on sale of

marketable securities included in net loss

translation adjustments

Comprehensive Loss

For the Years Ended

$ ( 203,693 )

Other Comprehensive Income (Loss):

Reclassification adjustments of gain on sale of marketable securities included in net loss

Cumulative translation adjustments

Total Comprehensive Loss

$ ( 203,183 )

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

4 unchanged sentences

Stockholders’

- January 1, 2022

Balance - January 1, 2023

$ ( 334,030 )

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

stock issued in public offering, net of issuance costs

stock issued as purchase consideration of SemaConnect

stock issued as purchase consideration of Electric Blue

stock issued upon exercises of warrants

stock issued upon cashless exercise of warrants

stock issued upon exercise of options

comprehensive loss

- December 31, 2022

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

Common stock issued upon exercises of warrants

Stock-based compensation

Surrender and cancellation of common stock

Reclassification of common stock liability to equity

Common stock issued in connection with extinguishment of notes payable

Common stock issued upon cashless exercise of options and warrants

Common stock issued in satisfaction of accrued issuable equity

Other comprehensive loss

Balance - December 31, 2023

$ ( 537,723 )

7 unchanged sentences

Stockholders’

- January 1, 2021

Balance - January 1, 2022

$ ( 242,470 )

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

stock issued in public offering, net of issuance costs

stock issued upon exercises of options and warrants

stock issued upon cashless exercises of options and warrants

stock issued as consideration for property and equipment

stock issued as purchase consideration of Blue Corner

comprehensive loss

- December 31, 2021

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

Common stock issued as purchase consideration of SemaConnect

Common stock issued as purchase consideration of Electric Blue

Common stock issued upon exercises of warrants

Common stock issued upon cashless exercise of warrants

Common stock issued upon exercise of options

Stock-based compensation

Other comprehensive loss

Balance - December 31, 2022

$ ( 334,030 )

5 unchanged sentences

thousands except for share amounts)

Preferred Stock

Comprehensive

Stockholders’

- January 1, 2020

Balance - January 1, 2021

$ ( 187,351 )

Balance, value

$ ( 187,351 )

stock issued in public offering [1]

stock issued in public offering

stock issued upon conversion of Series D convertible preferred stock

stock issued upon exercise of warrants

stock issued in satisfaction of accrued issuable equity

stock issued as consideration for acquisition

issued in satisfaction of accrued issuable equity

stock issued upon cashless warrant exercise

stock issued upon cashless option exercise

comprehensive income

- December 31, 2020

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

Common stock issued upon exercises of options and warrants

Common stock issued upon cashless exercises of options and warrants

Common stock issued as consideration for property and equipment

Common stock issued as purchase consideration of Blue Corner

Stock-based compensation

Other comprehensive loss

Balance - December 31, 2021

$ ( 242,470 )

Balance, value

$ ( 242,470 )

3 unchanged sentences

Statements of Cash Flows

the Years Ended

Flows From Operating Activities:

to reconcile net loss to net cash used in operating activities:

and amortization

lease expense

and interest income

in fair value of contingent consideration

in fair value of derivative and other accrued liabilities

on disposal of fixed assets

for slow moving and obsolete inventory

on forgiveness of PPP loan

on settlement of accounts payable, net

compensation:

in operating assets and liabilities:

receivable and other receivables

expenses and other current assets

payable and accrued expenses

Cash Used In Operating Activities

Flows From Investing Activities:

from sale of marketable securities

consideration of SemaConnect, net of cash acquired

of marketable securities

Capitalization

of engineering costs

consideration of Blue Corner, net of cash acquired

acquired in the purchase of BlueLA Carsharing, LLC

consideration of Electric Blue, net of cash acquired

acquired in the purchase of U-Go Stations, Inc.

of property and equipment

Cash (Used In) Provided By Investing Activities

Flows From Financing Activities:

from sale of common stock in public offering [1]

from exercise of options and warrants

from issuance of notes payable

of financing liability in connection with finance lease

of notes payable

of financing liability in connection with internal use software

Cash Provided By Financing Activities

of Exchange Rate Changes on Cash and Cash Equivalents

(Decrease) Increase In Cash and Cash Equivalents and Restricted Cash

and Cash Equivalents and Restricted Cash - Beginning of Year

and Cash Equivalents and Restricted Cash - End of Year

and cash equivalents and restricted cash consisted of the following:

and cash equivalents

Cash and cash equivalents and restricted cash

[1] For the year ended

December 31, 2022, includes gross proceeds of $ 7,697 , less issuance costs of $ 311 deducted directly from the offering proceeds.

For the year ended December 31, 2021, includes gross proceeds of $ 232,060 , less issuance costs of $ 10,727 deducted directly from the

offering proceeds.

For the year ended December 31, 2020, includes gross proceeds of $ 20,000 , less issuance

costs of $ 825 deducted directly from the offering proceeds.

For the Years Ended

Cash Flows From Operating Activities:

$ ( 203,693 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

Non-cash lease expense

Dividend income

Impairment of goodwill

Impairment of intangible assets

Change in fair value of contingent consideration

Change in fair value of derivative and other accrued liabilities

Provision for bad debt

Loss on extinguishment of notes payable

(Gain) loss on disposal of fixed assets

Provision for slow moving and obsolete inventory

Gain on forgiveness of PPP loan

Gain on settlement of accounts payable, net

Stock-based compensation:

Changes in operating assets and liabilities:

Accounts receivable and other receivables

Prepaid expenses and other current assets

Accounts payable, accrued expenses, and other current liabilities

Other liabilities

Operating lease liabilities

Deferred revenue

Total Adjustments

Net Cash Used In Operating Activities

Cash Flows From Investing Activities:

Proceeds from sale of marketable securities

Note receivable

Purchase consideration of SemaConnect, net of cash acquired

Purchase consideration of Envoy, net of cash acquired

Purchase of marketable securities

Capitalization of engineering costs

Purchase consideration of Blue Corner, net of cash acquired

Purchase consideration of Electric Blue, net of cash acquired

Purchases of property and equipment

Net Cash Used In Investing Activities

Cash Flows From Financing Activities:

Proceeds from sale of common stock in public offering [1]

Proceeds from exercise of options and warrants

Repayment of financing liability in connection with finance lease

Repayment of notes payable

Payment of financing liability in connection with internal use software

Net Cash Provided By Financing Activities

Effect of Exchange Rate Changes on Cash and Cash Equivalents

Net Increase (Decrease) In Cash and Cash Equivalents and Restricted Cash

Cash and Cash Equivalents and Restricted Cash - Beginning of Year

Cash and Cash Equivalents and Restricted Cash - End of Year

Cash and cash equivalents and restricted cash consisted of the following:

Cash and cash equivalents

Restricted cash

Total Cash and cash equivalents

and restricted cash

the year ended December 31, 2023, includes gross proceeds of $ 216,662 , less issuance costs of $ 7,796 .

the year ended December 31, 2022, includes gross proceeds of $ 7,697 , less issuance costs of $ 311 .

the year ended December 31, 2021, includes gross proceeds of $ 232,060 , less issuance costs of $ 10,727 .

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

Statements of Cash Flows - Continued

the Years Ended

Disclosures of Cash Flow Information:

paid during the year for:

investing and financing activities:

of additional pain-in capital for public offering issuance costs for public offering issuance costs that were previously paid

stock issued as consideration for property and equipment

stock issued as purchase consideration of Blue Corner

issued in satisfaction of accrued issuable equity

assets (excluding cash) acquired in the acquisition of BlueLA Carsharing, LLC

use software obtained in exchange for financing liability

assets obtained in exchange for lease obligations

and equipment obtained in exchange for finance lease obligations

of inventory to property and equipment

stock issued as purchase consideration for the acquisition of U-Go Stations, Inc.

assets (excluding cash) acquired in the acquisition of U-Go Stations, Inc.

interest converted to notes payable

stock issued in satisfaction of accrued issuable equity

of additional stock consideration for U-Go Stations, Inc.

stock issued as purchase consideration of SemaConnect

stock issued as purchase consideration of Electric Blue

assets obtained in exchange for financing liability

For the Years Ended

Supplemental Disclosures of Cash Flow Information:

Cash paid during the year for:

Non-cash investing and financing activities:

Common stock issued as consideration for property and equipment

Common stock issued as purchase consideration of Blue Corner

Reclassification of common stock liability to equity

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

Property and equipment obtained in exchange for finance lease obligations

Transfer of inventory to property and equipment

Accrued interest converted to notes payable

Common stock issued in satisfaction of accrued issuable equity

Reclassification from inventory to fixed assets

Common stock issued as purchase consideration of SemaConnect

Common stock issued as purchase consideration of Electric Blue

Intangible assets obtained in exchange for financing liability

Note receivable applied to purchase consideration of Envoy

Surrender and cancellation of common stock

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

1 unchanged sentence

thousands, except for share and per share amounts)

BUSINESS ORGANIZATION, NATURE OF OPERATIONS AND RISKS AND UNCERTAINTIES

and Operations

Charging Co., through its wholly-owned subsidiaries (collectively, the “Company” or “Blink”), is a leading owner,

operator, and provider of electric vehicle (“EV”) charging equipment and networked EV charging services.

Blink offers residential

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

Blink’s principal line of products

and services is its 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 provide property owners, managers, parking

companies, and state and municipal entities (“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.

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

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

and Uncertainties

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

The Company closely monitors the impact of the continuing presence

of Covid-19 and multiple Covid-19 variants.

The Company has taken and continues to take precautions to ensure the safety of its employees,

customers and business partners, while assuring business continuity and reliable service and support to its customers.

The Company continues

to receive orders for its 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 its contract manufacturer.

As federal, state and local economies

have reopened and returns to pre-pandemic levels, the Company expects demand for charging station usage to increase, however, the Company

is 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, the

Company is unable to predict the ultimate impact of continuing equipment order delays, chip shortages, the impact of other economic conditions

and continuous presence of Covid-19 will have on its business, future results of operations, financial position, or cash flows.

BUSINESS ORGANIZATION AND NATURE OF OPERATIONS

Charging Co., through its wholly-owned subsidiaries (collectively, the “Company” or “Blink”), is a leading manufacturer,

owner, operator and provider of electric vehicle (“EV”) charging equipment and networked EV charging services in the rapidly

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 is 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, 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.

Blink also operates an EV based ride-sharing

business through its wholly-owned subsidiary, Blink Mobility LLC.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of December 31, 2023, the Company had cash and cash equivalents of $ 121,691

and working capital of $ 152,033 .

During the years ended December 31, 2023, 2022, and 2021, the Company incurred a net loss of $ 203,693 ,

respectively.

During the years ended December 31, 2023, 2022, and 2021, the Company used cash in operating activities of $ 97,570 ,

and $ 40,570 ,

respectively.

During the year ended December 31, 2023, the

Company sold an aggregate of 30,914,695

shares of common stock under an “at-the-market” equity offering program for aggregate gross proceeds of $ 116,651 ,

less issuance costs of $ 2,562 which were recorded as a reduction to additional paid-in capital.

See Note 10 –

Stockholders’ Equity.

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 .

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

price of $ 12.00 per share.

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

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

See Note 10 – Stockholders’

Company has not yet achieved profitability and expects to continue to incur cash outflows from operations.

It is expected that the Company’s

operating expenses will continue to increase and, as a result, it will eventually need to generate significant product revenues to achieve

profitability.

Historically, the Company has been able to raise funds to support its business operations, although there can be no assurance

that it will be successful in raising significant additional funds in the future.

The Company expects that its cash on hand will fund

its operations for at least 12 months after the issuance date of these financial statements.

inception, the Company’s operations have primarily been funded through proceeds received in equity and debt financing.

believes it has access to capital resources and continues to evaluate additional financing opportunities.

There is no assurance that

the Company will be able to obtain funds on commercially acceptable terms, if at all.

There is also no assurance that the amount of funds

the Company might raise will enable the Company to complete its development initiatives or attain profitable operations.

Company’s operating needs include the planned costs to operate its business, including amounts required to fund working capital

and capital expenditures.

The Company’s future capital requirements and the adequacy of its available funds will depend on many

factors, including the Company’s ability to successfully commercialize its products and services, competing technological and market

developments, and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or

complement its product and service offerings.

During 2023, the Company commenced a plan designed to improve the Company’s liquidity

by enhancing revenue economics and reducing selling, general, and administrative expenses.

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.

There can be no assurances these strategies will be achieved.

to Consolidated Financial Statements

thousands, except for share and per share amounts)

OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

OF CONSOLIDATION

10 unchanged sentences

Company’s significant estimates used in these financial statements include, but are not limited to, stock-based compensation,

accounts receivable reserves, inventory valuations, goodwill, the valuation allowance related to the Company’s deferred tax

assets, the carrying amount of intangible assets, right of use assets and related leases payable estimates of future EV sales and

the effects thereon, derivative liabilities and the recoverability and useful lives of long-lived assets.

Certain of the

Company’s estimates could be affected by external conditions, including those unique to the Company and general economic

It is reasonably possible that these external factors could have an effect on the Company’s estimates and could

cause actual results to differ from those estimates.

to Consolidated Financial Statements

thousands except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

As of December 31, 2022, the Company had cash and

working capital of $ 36,562 and $ 48,962 , respectively.

During the year ended December 31, 2022, 2021, and 2020, the Company incurred a

net loss of $ 91,560 , $ 55,119 , $ 17,846 and respectively.

During the year ended December 31, 2022, 2021, and 2020 the Company used cash

in operating activities of $ 82,365 , $ 40,570 , and $ 18,070 , respectively.

During the year ended December

31, 2022, the Company sold an aggregate of 558,721 shares of common stock under an “at-the-market” equity offering program

for aggregate gross proceeds of $ 7,697 , less issuance costs of $ 311 which were recorded as a reduction to additional paid-in capital.

See Note 12 – Stockholders’ Equity.

In February 2023, the Company completed an underwritten

registered public offering of 8,333,333 shares of its common stock at a public offering price of $ 12.00 per share.

The Company 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 the Company.

In addition, the underwriters have a 30-day option to purchase up to an additional

1,249,999 shares of common stock from the Company at the public offering price, less the underwriting discounts and commissions.

17 – Subsequent Events.

The Company expects that Its cash on hand will fund

its operations for at least 12 months after the issuance date of these financial statements.

Since inception, the Company’s operations have

primarily been funded through proceeds received in equity and debt financings.

The Company believes it has access to capital resources

and continues to evaluate additional financing opportunities.

There is no assurance that the Company will be able to obtain funds on commercially

acceptable terms, if at all.

There is also no assurance that the amount of funds the Company might raise will enable the Company to complete

its development initiatives or attain profitable operations.

The Company’s operating needs include the planned costs to operate its business, including amounts required

to fund working capital and capital expenditures.

The Company’s future capital requirements and the adequacy of its available funds

will depend on many factors, including the Company’s ability to successfully commercialize its products and services, competing

technological and market developments, and the need to enter into collaborations with other companies or acquire other companies or technologies

to enhance or complement its product and service offerings.

accounts receivable reserves, inventory valuations, the carrying amount of goodwill, the valuation allowance related to the

Company’s deferred tax assets, the carrying amount of intangible assets, right-of- use assets and related leases payable,

estimates of future EV sales and the effects thereon, derivative liabilities and the recoverability and useful lives of long-lived

Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and

general economic conditions.

It is reasonably possible that these external factors could have an effect on the Company’s

estimates and could cause actual results to differ from those estimates.

VALUE OF FINANCIAL INSTRUMENTS

7 unchanged sentences

of the assets or liabilities.

The Company considers cash and cash equivalents,

accounts receivable, accounts payable and accrued liabilities to meet the definition of financial instruments.

As of December 31, 2022

and 2021, the carrying amount of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate

their fair value due to the relatively short period of time between their origination and their expected realization or payment.

carrying amount of consideration payable approximate its fair value as the terms are comparable to terms currently offered by local lending

institutions for arrangements with similar terms to industry peers with comparable credit characteristics.

Company considers cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities to meet the definition of

financial instruments.

As of December 31, 2023 and 2022, the carrying amount of cash and cash equivalents, accounts receivable, accounts

payable and accrued liabilities approximate their fair value due to the relatively short period of time between their origination and

their expected realization or payment.

The carrying amount of consideration payable approximates its fair value as the terms are comparable

to terms currently offered by local lending institutions for arrangements with similar terms to industry peers with comparable credit

characteristics.

AND CASH EQUIVALENTS

7 unchanged sentences

its cash and cash equivalents with major financial institutions.

ACCOUNTS AND OTHER RECEIVABLES

AND OTHER RECEIVABLES

and other receivables are carried at their contractual amounts, less a provision for current expected credit losses.

represents the Company’s best estimate of expected credit losses it may experience in the Company’s receivable

As of December 31, 2022 and 2021, there was an allowance for expected credit losses of $ 2,548

and $ 1,262 ,

respectively.

Management estimates the allowance for credit losses based on an ongoing review of existing economic

conditions, the financial conditions of the customers, historical trends in credit losses, and the amount and age of past due

The reserve represents

the Company’s best estimate of expected credit losses it may experience in the Company’s receivable portfolio.

As of December

31, 2023 and 2022, there was an allowance for expected credit losses of $ 6,750 and $ 2,548 , respectively.

Management estimates the allowance

for credit losses based on an ongoing review of existing economic conditions, the financial conditions of the customers, historical trends

in credit losses, and the amount and age of past due accounts.

to Consolidated Financial Statements

thousands, except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

is comprised of electric charging stations, related parts and components, sub-components, sub-assemblies and finished products.

is stated at the lower of cost and net realizable value.

Inventory is stated at the lower of cost and net realizable value.

Cost is determined by the first-in, first-out method.

Inventory that is sold

to third parties is included within cost of sales and inventory that is installed on the premises of participating owner/operator properties,

where the Company retains ownership, is transferred to property and equipment at the carrying value of the inventory.

Cost of parts and

components include the purchase and related costs incurred in bringing the products to their present location and condition.

periodically reviews for slow-moving, excess or obsolete inventories.

Products that are determined to be obsolete, if any, are written

down to net realizable value.

Based on the aforementioned periodic reviews, the Company recorded an inventory reserve for slow-moving

or excess inventory of $298 and $162 as of December 31, 2022 and 2021, respectively.

As of December 31, 2022, the Company’s inventory

was comprised $25,754 of finished goods that were available for sale and $8,986 of raw material and work in process.

As of December 31,

2021, the Company’s inventory was comprised of finished goods inventory that were available for sale.

Changes in the balance of inventory reflected on the balance sheet are the result of the impact of the change in

foreign currency exchange rates.

that is sold to third parties is included within cost of sales and inventory that is installed on the premises of participating

owner/operator properties, where the Company retains ownership, is transferred to property and equipment at the carrying value of

the inventory.

Cost of parts and components include the purchase and related costs incurred in bringing the products to their

present location and condition.

The Company periodically reviews for slow-moving, excess or obsolete inventories.

Products that are

determined to be obsolete, if any, are written down to net realizable value.

Based on the aforementioned periodic reviews, the

Company recorded an inventory reserve for slow-moving or excess inventory of $ 777

and $ 298 as of

December 31, 2023 and 2022, respectively.

As of December 31, 2023, the Company’s inventory was comprised $ 33,902

of finished goods that were available for sale and $ 14,040

of raw material and work in process.

AND EQUIPMENT

1 unchanged sentence

using the straight-line method over the estimated useful lives of the assets.

SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY AND EQUIPMENT

software and office and computer equipment

and equipment, automobiles, furniture and fixtures

Level 2 electric vehicle charging stations

Level 3 (DC Fast Chargers (“DCFC”)) electric vehicle charging stations

OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT

Computer software and office and computer equipment

Machinery and equipment, automobiles, furniture and fixtures

Installed Level 2 electric vehicle charging stations

Installed Level 3 (DC Fast Chargers (“DCFC”)) electric vehicle charging stations

property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and

any resulting gain or loss is included in the statements of operations for the respective period.

Minor additions and repairs are expensed

in the period incurred.

Major additions and repairs which extend the useful life of existing assets are capitalized and depreciated using

the straight-line method over their remaining estimated useful lives.

any resulting gain or loss is included in the consolidated statements of operations for the respective period.

Minor additions and

repairs are expensed in the period incurred.

Major additions and repairs which extend the useful life of existing assets are

capitalized and depreciated using the straight-line method over their remaining estimated useful lives.

charging stations represents the cost, net of accumulated depreciation, of charging equipment and installation of the charging equipment

19 unchanged sentences

thousands, except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

is the excess of consideration paid for an acquired entity over the fair value of the amounts assigned to assets acquired, including

19 unchanged sentences

that no impairment existed.

the years ended December 31, 2022, 2021 and 2020, no impairment charge relating to goodwill was recognized.

See Note 7 - Goodwill for

further information.

Note 6 - Goodwill for further information.

intangible assets primarily include trade name, customer relationships, favorable leases, internally developed technology, capitalized

8 unchanged sentences

with fair value typically based on a discounted cash flow model.

There were no indicators, events or changes in circumstances that would

indicate intangible assets were impaired during the years ended December 31, 2022, 2021 or 2020.

Company operates a single segment business.

2 unchanged sentences

sale and distribution of electric vehicle charging equipment and its associated revenues earned from customers and/or Property Partners

who use equipment connected to its network.

who use equipment connected to the Company’s network.

CURRENCY TRANSLATION

Company’s reporting currency is the United States dollar.

The functional currency of certain subsidiaries is the Euro and the

Indian Rupee.

Assets and liabilities are translated based on the exchange rates at the balance sheet date ( 1.0701

for the Euro, and 0.0121 for

the Indian Rupee, as of December 31, 2022 and 1.1325

for the Euro as of December 31, 2021), while expense accounts are translated at the weighted average exchange rate for the period

for the Euro and 0.0121

for the Indian Rupee, for the year ended December 31, 2022 and 1.1722

for the Euro during the year ended December 31, 2021).

Equity accounts are translated at historical exchange rates.

The resulting

translation adjustments are recognized in stockholders’ equity as a component of accumulated other comprehensive income.

Comprehensive income (loss) is defined as the change in equity of an entity from all sources other than investments by owners or

distributions to owners and includes foreign currency translation adjustments as described above.

Transaction losses attributable to

foreign exchange were $ 600

during the years ended December 31, 2022 and 2021, respectively.

The functional currency of certain subsidiaries is the Euro, Indian Rupee,

and Pound Sterling.

Assets and liabilities are translated based on the exchange rates at the balance sheet date ( 1.1039 for the Euro,

0.0120 for the Indian Rupee and $ 1.1533 for the Pound Sterling as of December 31, 2023;

1.0701 for the Euro, 0.0121 for the Indian Rupee

and 1.1299 for the Pound Sterling as of December 31, 2022;

1.1325 for the Euro, 0.0135 for the Indian Rupee and 1.3497 for the Pound

Sterling as of December 31, 2021).

Expense accounts are translated at the weighted average exchange rate for the period ( 1.0980 for the

Euro, 0.0120 for the Indian Rupee and 1.2664 for the Pound Sterling during the year ended December 31, 2023;

1.0527 for the Euro, 0.0121

for the Indian Rupee and 1.1903 for the Pound Sterling during the year ended December 31, 2022;

1.1325 for the Euro, 0.0133 for the Indian

Rupee and 1.3497 for the Pound Sterling during the year ended December 31, 2021).

Equity accounts are translated at historical exchange

The resulting translation adjustments are recognized in stockholders’ equity as a component of accumulated other comprehensive

Comprehensive income (loss) is defined as the change in equity of an entity from all sources other than investments by owners

or distributions to owners and includes foreign currency translation adjustments as described above.

Transaction gains (losses) attributable

to foreign exchange were $ 140 , ($ 600 ) and ($ 124 ) during the years ended December 31, 2023, 2022 and 2021, respectively.

to Consolidated Financial Statements

thousands, except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

Company recognizes revenue primarily from four different types of contracts with customers:

sales – Revenue is recognized at the point where the customer obtains control of the goods and the Company satisfies

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

sales – Revenue is recognized at the point where the customer obtains control of

the goods and the Company satisfies its performance obligation, which generally is at the time it ships the product to the customer

or installation of the product.

service revenue – company-owned charging stations - Revenue is recognized at the

5 unchanged sentences

following table summarizes our revenue recognized in the consolidated statements of operations:

SCHEDULE OF REVENUE RECOGNITION BY CONTRACT

The Years Ended

- Recognized at a Point in Time

service revenue - company-owned charging stations

OF REVENUE RECOGNITION BY CONTRACT

For The Years Ended

Revenues - Recognized at a Point in Time

- Recognized Over a Period of Time:

and other fees

Product sales

Charging service revenue - company-owned charging stations

Total Revenues - Recognized at a Point in Time

Revenues - Recognized Over a Period of Time:

Network and other fees

Total Revenues - Recognized Over a Period of Time

Revenues- Other

Ride-sharing services

Grant and rebate

Grant and fees rebate

Total Revenues - Other

Total Revenue

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

OF REVENUE RECOGNITION BY GEOGRAPHICAL AREA

The Years Ended

by Geographical Area

For The Years Ended

Revenues by Geographical Area

International

Total Revenue

to Consolidated Financial Statements

thousands, except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

RECOGNITION – CONTINUED

9 unchanged sentences

within the next twelve months.

The Company has elected to apply the practical expedient to expense costs to obtain contracts at the time the liability is incurred when

the expected amortization periods is one year or less.

the year ended December 31, 2022, the Company recognized $ 1,136

of revenues related to network fees and warranty contracts that were included in deferred revenues as of December 31, 2021.

the year ended December 31, 2021, the Company recognized $ 514

of revenues related to network fees and warranty contracts that were included in deferred revenues as of December 31, 2020.

Company has elected to apply the practical expedient to expense costs to obtain contracts at the time the liability is incurred when

the expected amortization period is one year or less.

During the year ended

December 31, 2023, the Company recognized $ 2,794 of revenues related to network fees and warranty contracts that were included in deferred

revenues as of December 31, 2022.

the year ended December 31, 2022, the Company recognized $ 1,136

of revenues related to network fees and warranty contracts that were included in deferred revenues as of December 31,

of revenues related to network fees and warranty

contracts that were included in deferred revenues as of December 31, 2021.

During the year ended December 31, 2021, the Company recognized

of revenues related to network fees and warranty contracts

that were included in deferred revenues as of December 31, 2020.

the years ended December 31, 2023, 2022 and 2021, there was no revenue recognized from performance obligations satisfied (or partially

satisfied) in previous periods.

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

recognized as income when the related revenue and/or periodic expense are recorded.

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

are recognized as income when the related revenue and/or periodic expense are recorded.

Grants and rebates related to EV charging

7 unchanged sentences

of operations.

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.

During the years ended December 31, 2022, 2021 and 2020, the Company recognized $ 1,268 ,

respectively, related to ride-sharing services revenue.

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.

During the years ended December

31, 2023, 2022 and 2021, the Company recognized $ 3,302 , $ 1,268 and $ 769 , respectively, related to ride-sharing services revenue.

to Consolidated Financial Statements

thousands, except for share and per share amounts)

OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

Company participates in various advertising programs.

2 unchanged sentences

Advertising costs charged to operations for the years ended December 31, 2023, 2022 and 2021 were $ 2,321 ,

$ 84 and $ 15 , respectively, and are included in selling and marketing on the consolidated statements of operations.

$ 2,618 and $ 84 , respectively, and are included in general and administrative expenses on the consolidated statements of operations

CONCENTRATIONS

of December 31, 2022, accounts payable to a significant vendor were approximately 15 % of total accounts payable.

During the year

ended December 31, 2021, sales to a significant customer represented 12 %

of total revenue.

During the year ended December 31, 2020, sales to a significant customer represented 25 %

of total revenue.

During the year ended December 31, 2020, sales to another significant customer represented 11 %

of total revenue.

During the year ended December 31, 2022 and 2021, the Company made purchases from a significant supplier that

represented 19 % and 23 %

respectively, of total purchases.

of December 31, 2023, accounts payable to two significant vendors were approximately 16 % and 10 % of total accounts payable.

As of December

31, 2022, accounts payable to a significant vendor were approximately 15 % of total accounts payable.

During the year ended December 31,

2021, sales to a significant customer represented 12 % of total revenue.

During the year ended December 31, 2023, the Company made purchases

from a significant supplier that represented 24 % of total purchases.

During the year ended December 31, 2022 and 2021, the Company made

purchases from another significant supplier that represented 19 %

and 23 % respectively, of total purchases.

Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award.

3 unchanged sentences

options granted using the Black-Scholes option pricing model.

to Consolidated Financial Statements

thousands except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

Company determines if an arrangement is a lease at inception.

23 unchanged sentences

scope ASC 842.

to Consolidated Financial Statements

thousands, except for share and per share amounts)

OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included in the

19 unchanged sentences

expense in the Company’s consolidated statements of operations.

Prior to acquiring SemaConnect, Inc., the Company had no material

unrecognized tax benefits and no adjustments to its financial position.

However, the acquisition of SemaConnect, Inc.

brought with it

certain unrecognized tax benefits.

As of December 31, 2022 the Company had gross unrecognized tax benefits of $ 1,436 .

The Company does

not expect the unrecognized tax benefits to change significantly over the next 12 months.

to Consolidated Financial Statements

thousands except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

As of December 31, 2023 the Company had no unrecognized tax benefits

The Company does not expect the unrecognized tax benefits to change significantly over the next 12 months.

LOSS PER COMMON SHARE

6 unchanged sentences

would have been anti-dilutive:

OF OUTSTANDING DILUTED SHARES EXCLUDED FROM DILUTED LOSS PER SHARE COMPUTATION

the Years Ended

restricted common stock

potentially dilutive shares

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

For the Years Ended

Unvested restricted common stock

Total potentially dilutive shares

AND CONTINGENCIES

1 unchanged sentence

that a liability has been incurred and the amount of the assessment can be reasonably estimated.

to Consolidated Financial Statements

thousands, except for share and per share amounts)

OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

ISSUED ACCOUNTING STANDARDS

August 2023, the Financial Accounting Standards Board (‘FASB”) issued Accounting Standards Update (“ASU”) 2023-05,

“Business Combinations - Joint Venture Formations (Subtopic 805-60):

Recognition and Initial Measurement,” under which an

entity that qualifies as either a joint venture or a corporate joint venture as defined in the FASB Accounting Standards Codification

(“ASC”) master glossary is required to apply a new basis of accounting upon the formation of the joint venture.

Specifically,

the ASU provides that a joint venture or a corporate joint venture (collectively, “joint ventures”) must initially measure

its assets and liabilities at fair value on the formation date.

The amendments are effective for all joint ventures within the ASU’s

scope that are formed on or after January 1, 2025.

Early adoption is permitted in any annual or interim period as of the beginning of

the related fiscal year.

The adoption of this pronouncement is not expected to have a material impact on the Company’s consolidated

financial statements.

October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements.” For entities subject to the SEC’s existing disclosure

requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for

purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will

be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective.

June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related

amendment will be removed from the Codification and will not become effective for any entity.

The adoption of this pronouncement is not

expected to have a material impact on the Company’s consolidated financial statements.

November 2023, the FASB issued an accounting standards update ASU 2023-07 “Segment Reporting:

Improvements to Reportable

Segment Disclosures” related to improvements to reportable segment disclosures.

The amendments in this update require

additional disclosure of significant expenses related to our reportable segments, additional segment disclosures on an interim

basis, and qualitative disclosures regarding the decision making process for segment resources.

The amendments in this update are

effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15,

The adoption of this pronouncement is not expected to have a material impact on the Company’s consolidated financial

December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic

Improvements to Income Tax Disclosures” related to improvements to income

tax disclosures.

The amendments in this update require enhanced jurisdictional and other disaggregated disclosures for the effective

tax rate reconciliation and income taxes paid.

The amendments in this update are effective for fiscal years beginning after December

The adoption of this pronouncement is not expected to have a material impact on the Company’s consolidated financial

to Consolidated Financial Statements

thousands, except for share and per share amounts)

OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

ADOPTED ACCOUNTING STANDARDS

October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805)” (“ASU 2021-08”).

4 unchanged sentences

permitted, including adoption in an interim period.

The Company adopted ASU 2021-08 effective January 1, 2023 and its adoption did not have a material impact on its

consolidated financial statements and disclosures.

March 2022, the FASB issued ASU 2022-02, “Financial Instruments—Credit Losses (Topic 326), Troubled Debt Restructurings

(TDRs) and Vintage Disclosures” that eliminate the accounting guidance for TDRs by creditors in Subtopic 310-40,

Receivables—Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancings

and restructurings by creditors when a borrower is experiencing financial difficulty.

Rather than applying the recognition and

measurement guidance for TDRs, an entity must apply the loan refinancing and restructuring guidance to determine whether a

modification results in a new loan or a continuation of an existing loan.

The amendment also requires an entity disclose

current-period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of

Subtopic 326.

The amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within

those fiscal years.

Entities should apply the amendments prospectively except for the transition method related to the recognition

and measurement of TDRs, an entity has the option to apply a modified retrospective transition method, resulting in a

cumulative-effect adjustment to retained earnings in the period of adoption.

Early adoption of the amendments are permitted,

including adoption in an interim period.

If an entity elects to early adopt the amendments in an interim period, the guidance should

be applied as of the beginning of the fiscal year that includes the interim period.

An entity may elect to early adopt the

amendments about TDRs and related disclosure enhancements separately from the amendments related to vintage disclosures.

adopted ASU 2022-02 effective January 1, 2023 and its adoption did not have a material impact on its consolidated financial

statements and disclosures.

to Consolidated Financial Statements

thousands except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

ISSUED ACCOUNTING STANDARDS - CONTINUED

June 2022, the FASB issued ASU 2022-03, “ Fair

Value Measurement of Equity Securities Subject to Contractual Sale Restrictions ”

The Company adopted ASU 2021-08 effective January

1, 2023 and its adoption did not have a material impact on its consolidated financial statements and disclosures.

March 2022, the FASB issued ASU 2022-02, “Financial Instruments—Credit Losses (Topic 326), Troubled Debt Restructurings (TDRs)

and Vintage Disclosures”, that eliminate the accounting guidance for TDRs by creditors in Subtopic 310-40, Receivables—Troubled

Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors

when a borrower is experiencing financial difficulty.

Rather than applying the recognition and measurement guidance for TDRs, an entity

must apply the loan refinancing and restructuring guidance to determine whether a modification results in a new loan or a continuation

of an existing loan.

The amendment also requires an entity disclose current-period gross write-offs by year of origination for financing

receivables and net investments in leases within the scope of Subtopic 326.

The amendments are effective for fiscal years beginning after

December 15, 2022, including interim periods within those fiscal years.

Entities should apply the amendments prospectively except for

the transition method related to the recognition and measurement of TDRs, an entity has the option to apply a modified retrospective

transition method, resulting in a cumulative-effect adjustment to retained earnings in the period of adoption.

Early adoption of the

amendments is permitted, including adoption in an interim period.

If an entity elects to early adopt the amendments in an interim period,

the guidance should be applied as of the beginning of the fiscal year that includes the interim period.

An entity may elect to early

adopt the amendments about TDRs and related disclosure enhancements separately from the amendments related to vintage disclosures.

Company adopted ASU 2022-02 effective January 1, 2023 and its adoption did not have a material impact on its consolidated financial statements

and disclosures.

June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”

which amends guidance in Topic 820, Fair Value Measurement.

The guidance clarifies that a contractual restriction on the sale of an

equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring

the fair value.

The guidance also clarifies that an entity cannot, as a separate unit of account, recognize and measure

a contractual sale restriction.

The amendment requires the following disclosures for equity securities subject

to contractual sale restrictions:

the fair value of equity securities subject

to contractual sale restrictions;

The guidance clarifies that a contractual restriction on the sale of an equity

security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring the fair

The guidance also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction.

The amendment requires the following disclosures for equity securities subject to contractual sale restrictions:

the fair value of equity

securities subject to contractual sale restrictions;

the nature and remaining duration of the restriction(s);

and the circumstances

that could cause a lapse in the restriction(s).

and the circumstances that

could cause a lapse in the restriction(s).

The amended guidance is effective January 1, 2024 on a prospective basis.

adoption is permitted.

The Company is currently assessing the impact of adopting this

new accounting standard on its consolidated financial statements and related

September 2022, the FASB issued ASU 2022-04, “ Liabilities

- Supplier Finance Programs (Subtopic 405-50) Disclosure of Supplier Finance Program Obligations ” to

require entities that use supplier finance programs in connection with purchase of goods and services to disclose the key terms of such

programs and information about obligations outstanding at the end of the reporting period, including a rollfo r ward

of those obligations of where in the financial statements outstanding amounts are present.

The guidance does not affect the recognition,

measurement, or financial statement presentation of supplier finance program obligations.

The Company adopted ASU 2022-04 effective January

1, 2023 and its adoption did not have a material impact on its consolidated financial statements and related disclosures.

Company adopted ASU 2022-03 effective January 1, 2024 and its adoption did not have a material impact on its consolidated financial statements

and disclosures.

September 2022, the FASB issued ASU 2022-04, “Liabilities - Supplier Finance Programs (Subtopic 405-50) Disclosure of Supplier

Finance Program Obligations”, to require entities that use supplier finance programs in connection with purchase of goods and services

to disclose the key terms of such programs and information about obligations outstanding at the end of the reporting period, including

a rollforward of those obligations of where in the financial statements outstanding amounts are present.

The guidance does not affect

the recognition, measurement, or financial statement presentation of supplier finance program obligations.

Company adopted ASU 2022-04 effective January 1, 2023 and its adoption did not have a material impact on its consolidated financial statements

and related disclosures.

December 2022, the FASB issued ASU 2022-06, “Reference Rate Reform (Topic 848), Deferral of the Sunset Date of Topic 848”,

848” that extends the period of time preparers can utilize the reference rate reform relief guidance provided by ASU

2020-04 and ASU 2021-01, which are discussed above.

ASU 2022-06, which was effective upon issuance, defers the sunset date of this

prior guidance from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief

guidance in Topic 848.

The Company adopted ASU 2022-06 effective January 1, 2023 and its

adoption did not have a material impact on its consolidated financial statements and disclosures.

that extends the period of time preparers can utilize the reference rate reform relief guidance provided by ASU 2020-04 and ASU 2021-01,

which are discussed above.

ASU 2022-06, which was effective upon issuance, defers the sunset date of this prior guidance from December

31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief guidance in Topic 848.

Company adopted ASU 2022-06 effective January 1, 2023 and its adoption did not have a material impact on its consolidated financial statements

and disclosures.

to Consolidated Financial Statements

thousands, except for share and per share amounts)

OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

ADOPTED ACCOUNTING STANDARDS -CONTINUED

July 2023, the FASB issued ASU 2023-03, “Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive

Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation

Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No.

120, SEC Staff Announcement at the March 24,

2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280—General Revision of Regulation S-X:

or Loss Applicable to Common Stock.” ASU 2023-03 amends the ASC for SEC updates pursuant to SEC Staff Accounting Bulletin No.

SEC Staff Announcement at the March 24, 2022 Emerging Issues Task Force (“EITF”) Meeting;

and Staff Accounting Bulletin Topic

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

Income or Loss Applicable to Common Stock.

These updates were

immediately effective and did not have a significant impact on the Company’s consolidated financial statements.

BUSINESS COMBINATIONS

SEMACONNECT, INC.

TECHNOLOGIES, INC.

April 18, 2023, the Company, Blink Mobility, LLC, a California limited liability company and wholly-owned subsidiary of the Company (“Mobility”),

and Mobility Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Mobility (“Merger Sub”), entered into

and, after all parties met the closing conditions, consummated the transactions contemplated under an Agreement and Plan of Merger, dated

as of April 18, 2023 (the “Acquisition Agreement”), with Envoy Technologies, Inc., a Delaware corporation (“Envoy”).

Pursuant to the Acquisition Agreement, Merger Sub merged with and into Envoy, whereupon the separate corporate existence of Merger Sub

ceased, and Envoy was the surviving corporation of the merger and a wholly-owned subsidiary of Mobility (the “Acquisition”).

the terms of the Acquisition Agreement, the acquisition consideration was up to $ 35,500 , paid as follows:

(i) $ 6,000 in cash paid upon

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

(ii) a promissory note of Mobility in the principal amount of

$ 5,000 which bears interest at a rate of 6 % per annum and becomes due 12 months from Closing;

(iii) a promissory note of Mobility in

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

and (iv) (a) in

the event of an initial public offering or direct listing of Mobility or Mobility’s successor within 24 months after the Closing

(and shares of common stock of the Company are not issued in lieu thereof), $18,500, $21,000 or $22,500 worth of shares of common stock

of Mobility or Mobility’s successor, depending on the timing of such offering or listing, (b) in the event there is no initial

public offering or direct listing of Mobility or Mobility’s successor within 24 months after the Closing, $21,000 worth of shares

of common stock of the Company, or (c) at the Company’s option, a combination of cash and common stock of the Company with an aggregate

value of $21,000.

aggregate purchase price was $ 30,900 , which included working capital deficit of $ 1,595 and 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;

and (c) $18,118 in common stock of Mobility subject to the

conditions described above.

The payment of shares of common stock of Mobility or Mobility’s successor, if any, will be based on

the public offering price per share of such stock in the initial public offering.

The payment of shares of common stock of the Company,

if any, will be based on the average of the daily-weighted average prices for such stock on each of the 60 days ending on the day prior

to issuance thereof.

The common stock consideration payable in the amount of $ 18,118 is included within consideration payable on the

consolidated balance sheet as of December 31, 2023.

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

assets acquired and liabilities assumed for Envoy.

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

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

The Company recognized certain measurement period adjustments, as summarized

in the fair values of assets acquired and liabilities assumed in the tables below.

Measurement period adjustments are recognized in the

reporting period in which the adjustments are determined and calculated as if the accounting had been completed at the acquisition date.

The acquisition will necessitate the use of this measurement period to adequately analyze and assess the factors used in establishing

the asset and liability fair values as of the relevant acquisition date, including intangible assets, accounts receivable and certain

fixed assets.

to Consolidated Financial Statements

thousands, except for share and per share amounts)

COMBINATIONS – CONTINUED

TECHNOLOGIES, INC.

OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

Price Allocation

(Preliminary)

Period Adjustments

Price Allocation

Consideration:

cash consideration

Purchase Consideration

relationships

developed technology

and equipment

payable- non current portion

liability- non current portion

net working capital deficit

Value of Identified Net Assets

Unidentified Goodwill Value

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

internally developed technology and non-compete agreements.

The Company used the relief from royalty method when determining the fair

value of the acquired trade name and internally developed technology.

The fair value was determined by applying an estimated royalty

rate to revenues, measuring the value the Company would pay in royalties to a market participant if it did not own the trade name and

internally developed technology and had to license it from a third party.

The trademark was assigned a useful life of 2 years and the

internally developed technology was assigned a useful life of 3 years.

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

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

less costs to realize the revenue.

The Company applied a discount rate of 21 %, which reflected the nature of the assets as they relate

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

Other significant assumptions used to estimate the fair value

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

The customer relationships were assigned a useful life of 5.3 years.

Company used a discounted cash flow model when determining the fair value of the non-compete agreements.

Significant assumptions included

a discount rate of 21 % and an assumed income tax rate of 26 %.

The non-compete agreements were assigned a useful life of 2 years.

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

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

The cost approach uses the replacement or reproduction

cost as an indicator of fair value.

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

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

of December 31, 2023, the estimated fair value of the common stock consideration payable was $ 18,118 .

The Company uses a probability-weighted

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

date and at each reporting period.

The significant unobservable inputs used in the fair value measurements are the probability outcome

percentages that are assigned to each scenario.

Significant increases or decreases to either of these inputs in isolation could result

in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the common stock consideration

to Consolidated Financial Statements

thousands, except for share and per share amounts)

COMBINATIONS – CONTINUED

TECHNOLOGIES, INC.

components of debt free net working capital deficit are as follows:

Price Allocation

(Preliminary)

Period Adjustments

Price Allocation

expenses and other current assets

current assets

current liabilities:

portion of lease liability

portion of notes payable

expenses and other current liabilities

current liabilities

working capital deficit

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

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

$ 30,118 from the acquisition of Envoy is not expected to be deductible for income tax purposes.

consolidated financial statements of the Company include the results of operations of Envoy from April 18, 2023 to December 31, 2023

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

The results of operations of Envoy from April 18, 2023

to December 31, 2023 included revenues of $ 2,743 and a net loss of $ 2,620 .

following table presents the unaudited pro forma consolidated results of operations for the years ended December 31, 2023 and

2022 as if the acquisition of Envoy occurred at the beginning of fiscal year 2022.

The pro forma information provided below is compiled

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

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

The pro forma results

are not necessarily indicative of (i) the results of operations that would have occurred had the operations of this acquisition actually

been acquired at the beginning of fiscal year 2022 or (ii) future results of operations.

OF PROFORMA INFORMATION OF OPERATIONS

the Years Ended

$ ( 204,949 )

of the date of the acquisition, the Company expected to collect all contractual cash flows related to receivables acquired in the acquisition.

Acquisition-related costs of $ 356 expensed as incurred and are recorded within general and administrative expenses on the consolidated

statements of operations.

to Consolidated Financial Statements

thousands, except for share and per share amounts)

COMBINATIONS – CONTINUED

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

5 unchanged sentences

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 .

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

the Company’s common stock with a fair value of $113,837.

The fair value of the common stock consideration was

determined by the closing price of the Company’s common stock on the acquisition date.

Included in the cash consideration was

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.

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 the Company’s common stock with a

fair value of $113,837.

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

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

cash-out agreement.

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

3 unchanged sentences

SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

Price Allocation

Consideration:

11 unchanged sentences

thousands, except for share and per share amounts)

BUSINESS COMBINATIONS – CONTINUED

COMBINATIONS – CONTINUED

connection with the acquisition of SemaConnect, the Company acquired tradename, customer relationships, internally developed technology

7 unchanged sentences

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

The fair value was determined by calculating the present value of estimated future operating

cash flows generated from the existing customers less costs to realize the revenue.

The Company applied a discount rate of 20 % ,

which reflected the nature of the assets as they relate to the risk and uncertainty of the estimated future operating cash flows.

significant assumptions used to estimate the fair value of the customer contracts include an assumed income tax rate of 26 % .

customer relationships were assigned a 5 year useful life.

The fair value was determined by calculating the present value of estimated future operating cash

flows generated from the existing customers less costs to realize the revenue.

The Company applied a discount rate of 20 %, which reflected

the nature of the assets as they relate to the risk and uncertainty of the estimated future operating cash flows.

Other significant assumptions

used to estimate the fair value of the customer contracts include an assumed income tax rate of 26 %.

The customer relationships were

assigned a 5 year useful life.

Company used a discounted cash flow model when determining the fair value of the non-compete agreements, significant assumptions include

2 unchanged sentences

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

The fair value of property and equipment

was estimated by applying the cost approach.

The cost approach uses the replacement or reproduction cost as an indicator of fair value.

The assumptions of the cost approach include replacement cost new, projected capital expenditures, and physical deterioration factors

including economic useful life, remaining useful life, age, and effective age.

to Consolidated Financial Statements

thousands, except for share and per share amounts)

COMBINATIONS – CONTINUED

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

The cost approach uses the replacement or reproduction

cost as an indicator of fair value.

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

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

components of debt free net working capital are as follows:

expenses and other current assets

Current assets:

current liabilities:

consideration payable

portion of lease liability

portion of notes payable

expenses and other current liabilities

current liabilities

free net working capital

Restricted cash

Accounts receivable

Prepaid expenses and other current assets

Total current assets

Less current liabilities:

Accounts payable

Merger consideration payable

Current portion of lease liability

Current portion of notes payable

Deferred revenue

Accrued expenses and other current liabilities

Total current liabilities

Debt free net working capital

consolidated financial statements of the Company include the results of operations of SemaConnect from June 15, 2022 to December 31,

9 unchanged sentences

SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS

the Years Ended

For the Years Ended

$ ( 102,444 )

7 unchanged sentences

thousands, except for share and per share amounts)

BUSINESS COMBINATIONS – CONTINUED

April 22, 2022, pursuant to a Sale and Purchase Agreement dated April 22, 2022, the Company acquired, through its Dutch subsidiary,

Blink Holdings B.V., all of the outstanding capital stock of Electric Blue Limited (“EB”), a private company limited by shares and

registered in England and Wales, from its shareholders.

COMBINATIONS – CONTINUED

April 22, 2022, pursuant to a Sale and Purchase Agreement dated April 22, 2022, the Company acquired, through its Dutch subsidiary, Blink

Holdings B.V., all of the outstanding capital stock of Electric Blue Limited (“EB”), a private company limited by shares

and registered in England and Wales, 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 the Company’s common stock with a fair value of $ 2,852 ,

plus the contingent consideration described in the following paragraph.

The fair value of the common stock consideration was determined by the closing price of the Company’s common

stock on the acquisition date.

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 the Company’s common stock with a fair value of $ 2,852 , plus the contingent consideration described in the following

The fair value of the common stock consideration was determined by the closing price of the Company’s common stock on

the acquisition date.

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

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$ 10,443 from the acquisition of EB is expected to be deductible for income tax purposes.

to Consolidated Financial Statements

thousands, except for share and per share amounts)

COMBINATIONS – CONTINUED

BLUE LIMITED – CONTINUED

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

SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

Consideration:

consideration

Preliminary purchase price allocation

Purchase Price Allocation

Purchase Consideration:

relationships

developed technology

and equipment

revenue- non current portion

net working capital deficit

Value of Identified Net Assets

Unidentified Goodwill Value

Contingent consideration

Total Purchase Consideration

Customer relationships

Internally developed technology

Non-compete agreements

Property and equipment

Deferred revenue- non current portion

Debt-free net working capital deficit

Fair Value of Identified Net Assets

Remaining Unidentified Goodwill Value

to Consolidated Financial Statements

thousands, except for share and per share amounts)

BUSINESS COMBINATIONS – CONTINUED

COMBINATIONS – CONTINUED

BLUE LIMITED – CONTINUED

components of debt free net working capital deficit are as follows:

components of debt free net working capital are as follows:

Price Allocation

expenses and other current assets

current assets

Accounts receivable

Prepaid expenses and other current assets

Total current assets

Less current liabilities:

Accounts payable

Current portion of lease liabilities

Current portion of notes payable

Accrued expenses and other current liabilities

Total current liabilities

Debt free net working capital deficit

current liabilities:

portion of lease liabilities

portion of notes payable

expenses and other current liabilities

current liabilities

free net working capital deficit

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

5 unchanged sentences

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

The fair value was determined by calculating the present value of estimated future operating

cash flows generated from the existing customers less costs to realize the revenue.

The Company applied a discount rate of 23 % ,

which reflected the nature of the assets as they relate to the risk and uncertainty of the estimated future operating cash flows.

significant assumptions used to estimate the fair value of the customer contracts include an assumed income tax rate of 25 % .

assigned useful life for customer relationships was approximately six years .

The fair value was determined by calculating the present value of estimated future operating cash

flows generated from the existing customers less costs to realize the revenue.

The Company applied a discount rate of 23 %, which reflected

the nature of the assets as they relate to the risk and uncertainty of the estimated future operating cash flows.

Other significant assumptions

used to estimate the fair value of the customer contracts include an assumed income tax rate of 25 %.

The assigned useful life for customer

relationships was approximately six years .

Company used a discounted cash flow model when determining the fair value of the non-compete agreements, significant assumptions include

5 unchanged sentences

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

The fair value of property and equipment

was estimated by applying the cost approach.

The cost approach uses the replacement or reproduction cost as an indicator of fair value.

The assumptions of the cost approach include replacement cost new, projected capital expenditures, and physical deterioration factors

including economic useful life, remaining useful life, age, and effective age.

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

The cost approach uses the replacement or reproduction

cost as an indicator of fair value.

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

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

to Consolidated Financial Statements

thousands, except for share and per share amounts)

COMBINATIONS – CONTINUED

BLUE LIMITED – CONTINUED

in the balance of identified intangible assets and goodwill reflected on the balance sheet are the result of the impact of the change

12 unchanged sentences

SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS

the Years Ended

For the Years Ended

above pro forma information includes pro forma adjustments to give effect to the amortization of the acquired intangible assets to the

8 unchanged sentences

thousands, except for share and per share amounts)

BUSINESS COMBINATIONS – CONTINUED

COMBINATIONS – CONTINUED

May 10, 2021, pursuant to a Share Purchase Agreement dated April 21, 2021, the Company through its wholly-owned subsidiary in the Netherlands,

7 unchanged sentences

The purchase price for the acquisition

of all of Blue Corner’s outstanding capital stock was approximately $ 23,775

(or € 20,000 ),

consisting of approximately $ 22,985

(or € 19,000 )

in cash and approximately $ 790

represented by 32,382

shares of the Company’s common stock (the

“Consideration Shares”).

The fair value of the Consideration Shares was calculated based on the average price of the Company’s

common stock during the 30 consecutive trading days immediately preceding the closing date of the Share Purchase Agreement, which equaled

(or € 30.88 )

of all of Blue Corner’s outstanding capital stock was approximately $ 23,775 (or € 20,000 ),

consisting of approximately $ 22,985 (or € 19,000 ) in cash and approximately $ 790 ( € 700 )

represented by 32,382 shares of the Company’s common stock (the “Consideration Shares”).

The fair value of the Consideration

Shares was calculated based on the average price of the Company’s common stock during the 30 consecutive trading days immediately

preceding the closing date of the Share Purchase Agreement, which equaled $ 37.66 (or € 30.88 )

per share, reduced by a discount for illiquidity due to the 12-month lockup that exists on any sales or transfers.

6 unchanged sentences

Company may incur by reason of any misrepresentation or breach of warranty by Blue Corner under the Share Purchase Agreement.

In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for Blue

Corner, the Company engaged a third-party independent valuation specialist to assist in the determination of fair values.

The price purchase

price allocation was finalized during fiscal 2022 within the one-year measurement period.

order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for Blue Corner, the Company engaged

a third-party independent valuation specialist to assist in the determination of fair values.

The price purchase price allocation was

finalized during fiscal 2022 within the one-year measurement period.

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

OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

Consideration:

price allocation

Purchase Consideration:

relationships

developed technology

net working capital deficit

Value of Identified Net Assets

Unidentified Goodwill Value

Total Purchase Consideration

Customer relationships

Favorable leases

Internally developed technology

Non-compete agreements

Other liabilities

Debt-free net working capital deficit

Fair Value of Identified Net Assets

Remaining Unidentified Goodwill Value

to Consolidated Financial Statements

thousands, except for share and per share amounts)

BUSINESS COMBINATIONS – CONTINUED

COMBINATIONS – CONTINUED

CORNER NV - CONTINUED

2 unchanged sentences

components of debt free net working capital are as follows:

expenses and other current assets

Current assets:

current liabilities:

payable and accrued expenses

current liabilities

free net working capital deficit

Accounts receivable

Prepaid expenses and other current assets

Total current assets

Less current liabilities:

Accounts payable and accrued expenses

Deferred revenue

Total current liabilities

Debt free net working capital deficit

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

11 unchanged sentences

acquisition actually been acquired at the beginning of fiscal year 2020 or (ii) future results of operations:

OF PROFORMA INFORMATION OF OPERATIONS

the Years Ended

SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS

For the Year Ended

above pro forma information includes pro forma adjustments to remove the effect of interest expense recognized in the results of operations

3 unchanged sentences

thousands, except for share and per share amounts)

BUSINESS COMBINATIONS – CONTINUED

STATIONS, INC.

November 19, 2020 (“Closing Date”), the Company (the “Buyer”), entered into a Stock Purchase Agreement (the “SPA

Agreement”) with U-Go Stations, Inc.

(the “Target”), and pursuant thereto acquired from the Seller all of the ownership

interests of U-Go Stations, Inc.

consideration by the Buyer for the acquisition of U-Go included:

(a) 66,454 shares of the Company’s common stock and (b) $ 60 cash

payment on the later of (i) the first anniversary of the closing date;

or (ii) the date on which the final project of the Additional

Projects is awarded to U-Go and paid in full, the funds shall be held in escrow by the escrow agent until the second anniversary of the

closing date.

At the expiration of the escrow agreement, the balance of the $ 60 , if any, shall be converted to the Company’s common

stock determined by a formula outlined in the agreement.

SPA Agreement contains customary representations, warranties and covenants for a transaction of this type and nature.

Pursuant to the

terms of the SPA Agreement, the Seller indemnified the Company, the Purchaser and their respective affiliates and representatives for

breaches of the Seller’s representations and warranties, breaches of covenants and losses.

The Purchaser agreed to indemnify the

Seller and its affiliates and representatives for any breaches of the Purchaser’s representations and warranties, breaches of covenants

Company has accounted for this transaction as a business combination under ASC 805.

Accordingly, the assets acquired and the liabilities

assumed were recorded at their estimated fair value based on the date of acquisition.

Goodwill from the acquisition principally relates

to the fair value of the common stock consideration as well as the excess value of assumed liabilities over the fair value of identified

Since this transaction was a stock acquisition, goodwill is not tax deductible.

the date of acquisition, the purchase consideration consisted of the Company’s common stock.

The aggregate purchase price was allocated

to the assets acquired and liabilities assumed as follows:

OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

Consideration:

consideration

Purchase Consideration

net working capital deficit

Value of Identified Net Assets

Unidentified Goodwill Value

to Consolidated Financial Statements

thousands except for share and per share amounts)

BUSINESS COMBINATIONS – CONTINUED

STATIONS, INC.

components of debt free net working capital deficit are as follows:

expenses and other current assets

current assets

current liabilities:

payable and accrued expenses

current liabilities

free net working capital deficit

below table provides select unaudited, pro forma consolidated results of operations as if the acquisition of U-Go had occurred on January

The pro forma results are not indicative of (i) the results of operations that would have occurred had the operations of this

acquisition actually occurred at the beginning of fiscal year 2020 or (ii) future results of operations.

OF PROFORMA INFORMATION OF OPERATIONS

the Years Ended

above pro forma information includes pro forma adjustments to remove the effect of the following non-recurring transactions:

merger expenses of $ 6 recognized in the Company’s results of operations during the year ended December 31, 2020.

of the date of the acquisition, the Company expects to collect all contractual cash flows related to receivables acquired in the acquisition.

Acquisition related costs are expensed as incurred and are recorded within general and administrative expenses on the consolidated statements

of operations.

Acquisition-related costs were $ 6 during the year ended December 31, 2020.

to Consolidated Financial Statements

thousands except for share and per share amounts)

BUSINESS COMBINATIONS – CONTINUED

CARSHARING, LLC

September 11, 2020 (“Closing Date”), the Company’s wholly-owned subsidiary, Blink Mobility, LLC (the “Purchaser”),

entered into an Ownership Interest Purchase Agreement (the “Agreement”) with Blue Systems USA, Inc.

(the “Seller”),

and pursuant thereto acquired from the Seller all of the ownership interests of BlueLA Carsharing, LLC (“BlueLA”).

consideration by the Purchaser for the acquisition of BlueLA included:

(a) a cash payment of $1.00, which was paid to the Seller at closing,

and (b) in the event BlueLA timely amends its carsharing services agreement with the City of Los Angeles, California, a cash payment

to the Seller of $ 1,000 , payable within three business days after such amendment (“Contingent Consideration”).

Agreement, the amendment to the carsharing services agreement with the City of Los Angeles was to be obtained by BlueLA no later than

December 31, 2020, subject to an extension to March 31, 2021 if a representative of the City of Los Angeles indicates to the Purchaser

by the December 31, 2020 deadline its approval of the modifications to the carsharing services agreement, as more particularly outlined

in the Agreement.

As of December 31, 2021 and 2020, the Company did not receive an amendment nor indication to amend the carsharing service

agreement thus the Company is not obligated to the Contingent Consideration.

Agreement contains customary representations, warranties and covenants for a transaction of this type and nature.

Pursuant to the terms

of the Agreement, the Seller will indemnify the Company, the Purchaser and their respective affiliates and representatives for breaches

of the Seller’s representations and warranties, breaches of covenants and losses related to pre-closing taxes of BlueLA.

The Purchaser

has agreed to indemnify the Seller and its affiliates and representatives for any breaches of the Purchaser’s representations and

warranties, breaches of covenants and losses related to post-closing taxes of BlueLA.

The representations and warranties under the Agreement

survived until December 10, 2021 .

to the Agreement, the Seller and BlueLA entered into a Transition Service Agreement pursuant to which the Seller and its affiliate, Bluecarsharing,

S.A.S., provided certain transition and support services to BlueLA and the Purchaser following the closing and until December 31, 2020.

The Seller also guaranteed the payment of up to $ 175 in parking fees payable by BlueLA to the City of Los Angeles, and BlueLA agreed

to pay the Seller for any as-yet uncollected grants and rebates that BlueLA is entitled to obtain under its carsharing services agreement

with the City of Los Angeles.

In addition, the Seller agreed that, until September 10, 2023, the Seller will not and will cause its subsidiaries

or affiliates not to directly or indirectly, (i) own, operate, acquire, or establish a business, or in any other manner engage alone

or with others in carsharing and/or electric vehicle charging operation, or activity in the State of California (whether as an operator,

manager, employee, officer, director, consultant, advisor, representative or otherwise) excluding any de minimis ownership interest

in any business);

or (ii) intentionally induce or attempt to induce any customer, supplier or other business relation of BlueLA to cease

or refrain from working with BlueLA, or in any way adversely interfere with the relationship between any such customer, supplier or other

business relation and BlueLA.

The Company had acquired BlueLA in order to expand its presence in the State of California.

the terms of the City of Los Angeles Agreement, amongst other obligations, during the initial term of the City of Los Angeles Agreement

(defined as approximately six years from the effective date of the City of Los Angeles Agreement), BlueLA shall provide, manage, operate

and maintain (i) usage agreements for electric vehicles in a quantity of no less than one hundred (100) (see payment terms of Car Lease

Agreement) and (ii) charging stations in a quantity of no less than two hundred (200) at approximately forty (40) locations for an aggregate

cost of approximately $20 per month.

Following the initial term, the City of Los Angeles shall have the right to renew the City of Los

Angeles Agreement for renewal terms of two (2) years each, with prior notice required, for a maximum of three renewal terms.

Company has accounted for this transaction as a business combination under ASC 805.

Accordingly, the assets acquired and the liabilities

assumed were recorded at their estimated fair value based on the date of acquisition.

Goodwill from the acquisition principally relates

to the Contingent Consideration as well as the excess value of assumed liabilities over the fair value of identified net assets.

this transaction was a stock acquisition, goodwill is not tax deductible.

the date of acquisition, the purchase consideration consisted of cash, assumed liabilities and Contingent Consideration.

The Contingent

Consideration of $ 1,000 is non-interest bearing and was recorded at its estimated fair value of $ 245 based on a probability-weighted

valuation technique used to determine the fair value of the Contingent Consideration on the acquisition date.

See Note 11 – Fair

Value Measurement for assumptions utilized in the estimate of fair value of the Contingent Consideration.

During the fourth quarter of

2020, the Company recorded a measurement period adjustment in order reduce the Contingent Consideration to $0 as of December 31, 2020

with a corresponding decrease to goodwill .

to Consolidated Financial Statements

thousands except for share and per share amounts)

BUSINESS COMBINATIONS – CONTINUED

CARSHARING, LLC – CONTINUED

aggregate purchase price was allocated to the assets acquired and liabilities assumed as follows:

OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

Consideration:

Purchase Consideration

of use assets

net working capital deficit

portion of lease liabilities

Value of Identified Net Liabilities

Unidentified Goodwill Value

components of debt free net working capital deficit are as follows:

expenses and other current assets

current assets

current liabilities:

portion of lease liabilities

expenses and other current liabilities

current liabilities

free net working capital deficit

to Consolidated Financial Statements

thousands except for share and per share amounts)

BUSINESS COMBINATIONS – CONTINUED

CARSHARING, LLC – CONTINUED

below table provides select unaudited, pro forma consolidated results of operations as if the acquisition of BlueLA had occurred on January

The pro forma results are not indicative of (i) the results of operations that would have occurred had the operations of this

acquisition actually occurred at the beginning of fiscal year 2020 or (ii) future results of operations.

OF PROFORMA INFORMATION OF OPERATIONS

the Year Ended

above pro forma information includes pro forma adjustments to remove the effect of the following non-recurring transactions:

recognized in the Seller’s results

of operations during the year ended December 31, 2020 related to the forgiveness of debt associated with liabilities to the Seller’s

expense of $ 165

recognized in the Seller’s results

of operations during the year ended December 31, 2020 and 2019, respectively, associated with the debt due to the Seller’s

parent that was subsequently forgiven;

merger expenses of $ 18

recognized in the Company’s results of operations

during the year ended December 31, 2020.

of the date of the acquisition, the Company expected to collect all contractual cash flows related to receivables acquired in the acquisition.

Acquisition related costs are expensed as incurred and are recorded within general and administrative expenses on the consolidated statements

of operations.

Acquisition-related costs were $ 18

during the year ended December 31, 2020.

to Consolidated Financial Statements

thousands except for share and per share amounts)

PROPERTY AND EQUIPMENT

7 unchanged sentences

and equipment, net

and amortization expense related to property and equipment was $ 5,432 , $ 1,904 , and $ 378 for the years ended December 31, 2022, 2021 and

2020, respectively, of which, $ 3,113 , $ 1,533 and $ 345 , respectively, was recorded within cost of sales in the accompanying consolidated

and amortization expense related to property and equipment was $ 4,885 , $ 5,432 and $ 1,904 for the years ended December 31, 2023, 2022

and 2021, respectively, of which, $ 4,250 , $ 3,113 and $ 1,531 , respectively, was recorded within cost of sales in the accompanying consolidated

statements of operations.

the years ended December 31, 2023, 2022 and 2021, the Company disposed of property and equipment with a net book value of $ 2,731 , $ 463

and $ 368 which resulted in a loss on disposal of $ 113 , $ 156 and $ 279 , respectively, which was included within general and administrative

and $ 798 which resulted in a gain (loss) on disposal of $ 11 , ($ 113 ) and ($ 156 ), respectively, which was included within general and administrative

expenses in the consolidated statements of operations.

7 unchanged sentences

Combination for additional details of the acquisition of property and equipment.

Changes in the balance of property and equipment reflected on the balance sheet are the result of the impact of the

change in foreign currency exchange rates.

in the balance of property and equipment reflected on the balance sheet are the result of the impact of the change in foreign currency

exchange rates.

to Consolidated Financial Statements

2 unchanged sentences

assets consisted of the following:

SCHEDULE OF INTANGIBLE ASSETS

engineering costs

name and patents

relationships

developed technology

accumulated amortization

expense during the years ended December 31, 2022, 2021, and 2020 were $ 5,954 , $ 938 , and $ 61 , respectively.

in the balance of intangible assets and goodwill reflected on the balance sheet are the result of the impact of the change in foreign

currency exchange rates.

Note 3 - Business Combination and Note 6 - Goodwill for additional details.

SCHEDULE OF CHANGES IN BALANCE OF INTANGIBLE ASSETS

Engineering Costs

Name and Patents

OF INTANGIBLE ASSETS

Relationships

Developed Technology

as of January 1, 2022

Balance as of December

currency translation

as of December 31, 2022

Intangible assets beginning balance

of intangible assets

currency translation

2 unchanged sentences

average remaining amortization period at December 31, 2023 (in years)

SCHEDULE OF CHANGES IN ACCUMULATED AMORTIZATION

Engineering Costs

Name and Patents

OF CHANGES IN ACCUMULATED AMORTIZATION

Relationships

Developed Technology

as of January 1, 2022

Balance as of December

Intangible assets excluding goodwill beginning balance

currency translation

as of December 31, 2022

Intangible assets excluding goodwill ending balance

assets excluding goodwill beginning balance

as of December 31, 2023

assets excluding goodwill ending balance

expense during the years ended December 31, 2023, 2022, and 2021 were $ 7,556 , $ 5,954 , and $ 938 , respectively.

Company determined that the carrying value of certain intangible assets had exceeded its undiscounted cash flows and, as a result,

recorded an intangible asset impairment charge of $ 5,143

in the consolidated statements of operations during the year ended December 31, 2023.

in the balance of intangible assets and goodwill reflected on the consolidated balance sheet are the result of the impact of the

change in foreign currency exchange rates.

Note 3 - Business Combination and Note 6 - Goodwill for additional details.

estimated future amortization expense is as follows:

4 unchanged sentences

thousands, except for share and per share amounts)

the year ended December 31, 2023, the Company considered the decline in its stock price to be an indicator of impairment and, accordingly,

performed a quantitative impairment assessment of its goodwill and intangible assets.

This assessment involved comparing the estimated

fair value of each of its reporting units to the reporting unit’s carrying value, inclusive of the goodwill balance allocated to

the reporting unit.

of the fair value of each reporting unit involved the projection of discounted future cash flows using certain assumptions that are subjective

in nature, including assumptions related to historical and market growth rates and gross margin improvements, as well as future operating

expense synergies and optimization, among other factors.

Based on its analysis, the Company determined that the carrying value exceeded

the estimated fair value as of December 31, 2023 in all reporting units.

Consequently, the Company recognized a goodwill impairment charge

of $ 89,087 in the consolidated statements of operations during the year ended December 31, 2023.

fair value measurements used in the evaluation described above are considered to be Level 3 valuations within the fair value hierarchy,

as the measurements involve projections of discounted future cash flows, which are derived from unobservable assumptions, the most subjective

of which are the discount rates for each respective reporting unit.

The discount rate used in for all reporting units ranged from 20 %

in goodwill during the years ended December 31, 2023 and 2022 were as follows:

balance - January 1,

Goodwil - beginning balance

of Electric Blue

Beginning balance January 1,

Acquisition of Electric Blue

Acquisition of SemaConnect

Accrual of additional consideration for U-Go Stations, Inc.

Acquisition of Blue Corner

Acquisition of Goodwill

of translation adjustments

balance - December 31,

- ending balance

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

privately-held company (the “Target”) providing

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

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

are not publicly-traded, common stock of the Company.

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

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

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

Under the terms of the Initial Loan,

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

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

If, however, the Company determines

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

on the earliest of (i) a “Change of Control” (as defined in 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.

of December 31, 2022, a total of $ 2,200 of loans made by the Company to the Target were included in other assets on the consolidated

balance sheet.

Acquisition of Envoy

Impairment of goodwill

Effect of translation adjustments

Ending balance December 31,

to Consolidated Financial Statements

thousands, except for share and per share amounts)

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

expenses and other current liabilities consisted of the following:

SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued wages

Other accrued expenses

Accrued host fees

Accrued professional, board and other fees

Accrued commissions

Warranty payable

Accrued income, property and sales taxes payable

Accrued issuable equity

Accrued purchases

Internal use software liability

Accrued interest

Total accrued expenses

Note 16 – Commitments and Contingencies – Taxes.

NOTES PAYABLE

to Merger Agreement

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

the former stockholders of SemaConnect, Inc.

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

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

acquired SemaConnect.

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

plus accrued interest) will be paid by the Company.

As amended, the Company agreed to pay:

(a) within 15 days following our consummation

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

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

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

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

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

The Company agreed that

its payment obligations will be guaranteed by all of the Company’s U.S.

subsidiaries and secured by a security interest on all

assets of the Company and its United States subsidiaries.

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

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

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

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

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

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

to such holders in the transaction.

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

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

One half of the accrued interest

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

consideration of the agreement by the Stockholders to enter into the Amendment, the Company agreed to issue 158,372 shares of its common

stock with a fair value of $ 1,000 (“Consent Fee”) (based on the average closing price on and over the three days before and

after the date of the Amendment) to the Stockholders’ Representative.

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

Representative’s out-of-pocket expenses.

The Amendment was determined to be an extinguishment of debt in accordance with ASC 470.

As a result, the Consent Fee of $ 1,000 was accounted for as a loss on extinguishment of notes payable on the consolidated statement

of operations during the year ended December 31, 2023.

Furthermore, the Company will recognize up to $ 50 of reimbursable legal fees as

a debt discount to the face of the note, which will be amortized through interest expense over the term of the note.

the year ended December 31, 2023, the Company made a payment of $ 12,500 of which $ 9,292

was principle and $ 3,208 was accrued interest.

Subsequent to December 31, 2023, the Company repaid the remaining balance

of $ 31,308 due under this note.

PROTECTION PROGRAM

May 7, 2020, the Company received $ 856 in connection with a loan (the “PPP Loan”) under the CARES Act Paycheck Protection

Program (the “PPP”).

The PPP provides for loans to qualifying businesses for amounts of up to 2.5 times their average monthly

payroll expenses.

The loan principal and accrued interest are forgivable, as long as the borrower uses loan proceeds for eligible purposes

during the covered period following disbursement, such as payroll, benefits, rent, and utilities, and maintains its payroll levels.

amount of loan forgiveness is reduced if the borrower terminates employees or reduces salaries during the covered period, subject to

certain qualifications and exclusions.

As of December 31, 2020, the Company had utilized all $ 856 of the proceeds of the PPP Loan.

the year ended December 31, 2021, the Company obtained forgiveness for its PPP Loans in the amount of $ 856

1 unchanged sentence

ended December 31, 2021.

to Consolidated Financial Statements

thousands, except for share and per share amounts)

PAYABLE – CONTINUED

NOTES PAYABLE

connection with the U-Go acquisition, the Company had also assumed $ 165 in notes payable, however, these notes were subsequently repaid

during the year ended December 31, 2020.

See Note 3 – Business Combination – U-GO Stations, Inc.

Acquisition for details.

connection with the SemaConnect and EB acquisitions, the Company had also assumed certain notes payable, however, $ 681 of principal were

connection with the SemaConnect and EB acquisitions, the Company had also assumed certain notes payable;

however, $ 681 of principal were

subsequently repaid during the year ended December 31, 2022.

See Note 3 – Business Combination for details.

connection with the Envoy acquisition, the Company issued notes payable as part of the merger consideration.

See Note 3 – Business

Combination for details.

of December 31, 2023 and 2022, the Company had an outstanding note payable in the principal amount of $ 10 .

to Consolidated Financial Statements

thousands except for share and per share amounts)

DEFERRED REVENUE

7 unchanged sentences

OF DEFERRED REVENUE

Grant and other

network, charging and maintenance fees

3 unchanged sentences

is anticipated that deferred revenue as of December 31, 2023 will be recognized as follows:

OF DEFERRED REVENUE RECOGNIZED

the Year Ending

SCHEDULE OF DEFERRED REVENUE RECOGNIZED

For the Year Ending

to Consolidated Financial Statements

8 unchanged sentences

0.07 %- 0.39 %

78 %- 143.8 %

dividend yield

3 unchanged sentences

Consideration

Beginning balance -

consideration assumed in BlueLA acquisition

balance as of January 1,

consideration assumed in EB acquisition

in fair value of contingent consideration

balance - December 31,

Beginning balance -

balance as of December 31,

balance as of January 1

in fair value of warrant liability

balance - December 31,

balance as of December 31,

and liabilities measured at fair value on a recurring basis are as follows:

OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE RECURRING AND NONRECURRING BASIS

Option liability

Contingent consideration

December 31, 2021

Alternative fuel credits

Common stock liability

Warrant liability

Total liabilities

See Note 3 - Business Combinations for additional details.

consideration

stock liability

Common stock consideration payable

consideration

Note 3 - Business Combinations for additional details.

addition to assets and liabilities that are measured at fair value on a recurring basis, we also measure certain assets and liabilities

33 unchanged sentences

No awards may be issued on or after September 7, 2028.

of December 31, 2022 and 2021, options to purchase 1,060,535 and 983,505 shares of options were outstanding, respectively.

As of December

31, 2022 and 2021, 2,230,755 and 1,244,232 shares of common stock, respectively, were outstanding to employees and members of the Board

of Directors of the Company.

As of December 31, 2022 and 2021, there were 2,769,245 and 2,772,263 securities available for future issuance

under the 2018 Plan, respectively.

of December 31, 2023 and 2022, options to purchase 936,245 and 1,060,535

shares of options were outstanding, respectively.

As of December 31, 2023 and 2022, 3,619,555 and 2,230,755

shares of common stock, respectively, were outstanding to employees and members of the Board of Directors of the Company.

December 31, 2023 and 2022, there were 2,756,384 and 2,769,245

securities available for future issuance under the 2018 Plan, respectively.

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

price of $ 12.00 per share.

The Company received approximately $ 100,000 in gross proceeds from the public offering and $ 94,766 in net

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

The public offering was made pursuant to

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

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

Wainwright & Co., Roth Capital Partners and ThinkEquity

acted as co-managers for the offering.

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

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

7 unchanged sentences

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

Note 17 – Subsequent Events – Public Offering for details of an offering the Company closed subsequent to December 31, 2022.

AT-THE-MARKET OFFERING

to Consolidated Financial Statements

thousands, except for share and per share amounts)

STOCKHOLDERS’

EQUITY – CONTINUED

AT-THE-MARKET

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

1 unchanged sentence

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

to conduct an “at-the-market” equity offering program (the “2022 ATM”) pursuant to which the Company may issue

and sell from time to time shares of its common stock, having an aggregate offering price of up to $ 250,000 through the Agents, as the

Company’s sales agents.

The shares are being offered pursuant to the Sales Agreement under the Company’s automatic shelf

registration statement on Form S-3ASR and a prospectus supplement thereto filed with the SEC on January 6, 2021 and September 2, 2022,

respectively.

During 2022 and through December 31, 2022, the Company sold an aggregate of 558,721 shares of common stock under the ATM

program for aggregate gross proceeds of $ 7,697 , less issuance costs of $ 311 which were recorded as a reduction to additional paid-in

to Consolidated Financial Statements

thousands except for share and per share amounts)

STOCKHOLDERS’ EQUITY – CONTINUED

AT-THE-MARKET OFFERING

April 17, 2020, the Company entered into a sales agreement (“Sales Agreement”) with Roth Capital Partners, LLC (the “Agent”)

to conduct an “at-the-market” equity offering program (the “ATM”), pursuant to which the Company may issue and

sell from time-to-time shares of its common stock having an aggregate offering price of up to $ 20,000 (the “Shares”) through

Sales of the Shares under the Sales Agreement were made in transactions that were deemed to be “at-the-market offerings”

as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made by means of ordinary brokers’ transactions,

including on the Nasdaq Capital Market, at market prices or as otherwise agreed to with the Agent.

A “shelf” registration

statement on Form S-3 for the Shares was filed with the SEC, which became effective on September 16, 2019, and a prospectus supplement

thereto was filed with the SEC on April 17, 2020.

2020 and through December 31, 2020, the Company sold an aggregate of 3,597,833 shares of common stock under the ATM program for aggregate

gross proceeds of $ 20,000 , less issuance costs of $ 819 which were recorded as a reduction to additional paid-in capital.

D CONVERTIBLE PREFERRED STOCK

the year ended December 31, 2020, a holder elected to convert 5,125 shares of Series D Convertible Preferred Stock into 1,642,628 shares

of the Company’s common stock at a conversion price of $ 3.12 per share.

The Company determined that the Series D Convertible Preferred

Stock did not include a beneficial conversion feature.

There are no longer any currently outstanding shares of Series D Convertible Preferred

the year ended December 31, 2020, the Company issued an aggregate of 233,124 shares of common stock to employees of the Company and consultants

with an aggregate issuance date fair value of $ 525,769 .

Note 12 – Stockholder’s Equity - Preferred Stock for details associated with the issuance of common stock in connection with

the conversion of Series D Convertible Preferred Stock.

to conduct an “ATM” equity offering program pursuant to which the Company may issue and sell from time to time shares of

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

currently anticipates using the net proceeds from the sale of its shares of common stock under the ATM program to supplement our operating

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

The Company also plans to use any remaining proceeds it receives

for working capital and other corporate purposes.

The amounts and timing of our use of the net proceeds will depend on a number of factors,

such as the timing and progress of our EV charging station deployment efforts, the timing and progress of any partnering and collaboration

efforts and technological advances.

November 16, 2023, the Company entered into an Amendment to Sales Agreement, effective as of November 2, 2023 (the “Amendment”),

with Barclays Capital Inc., BofA Securities, Inc., HSBC Securities (USA) Inc., H.C.

Wainwright & Co., LLC, Roth Capital Partners,

LLC and ThinkEquity LLC (the “Agents”), amending the Sales Agreement entered into between the Company and the Agents, dated

as of September 2, 2022 (the “Sales Agreement”), relating to the “at-the-market” offering program pursuant to

which the Company may issue and sell from time to time shares of its common stock, par value $ 0.001 per share, having an aggregate offering

price of up to $ 250,000 through the Agents, as the Company’s sales agents.

Amendment revises the term “Registration Statement” as used in the Sales Agreement to the Company’s new shelf registration

statement on Form S-3, as amended (File No.

333-275123), and revises the term “Prospectus Supplement” as used in the Sales

Agreement to the Company’s prospectus supplement dated November 2, 2023, relating to the “at-the-market” offering program

contemplated by the Sales Agreement.

During 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.

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 .

the year ended December 31, 2021, the Company issued 32,382 shares as partial consideration for its acquisition of Blue Corner.

9 unchanged sentences

date fair value of $ 6,087 .

elsewhere within this Note, Note 3 - Business Combinations and Note 14 – Related Parties for additional details related to the

issuance of common stock.

to Consolidated Financial Statements

thousands, except for share and per share amounts)

STOCKHOLDERS’ EQUITY – CONTINUED

STOCKHOLDERS’ EQUITY

STOCK - CONTINUED

the year ended December 31, 2023, the Company issued an aggregate of 557,733 shares of common stock pursuant to exercises of warrants

to purchase an aggregate of 557,733 shares of common stock for aggregate net proceeds of $ 835 .

the year ended December 31, 2023, the Company issued an aggregate of 8,235 shares of common stock with an issuance date fair value of

$ 35 in satisfaction of a common stock liability.

the year ended December 31, 2023, the Company issued an aggregate of 393,240 shares of the Company’s common stock pursuant to the

cashless exercise of 796,940 options and warrants.

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

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

the year ended December 31, 2023, the Company received 27,681 shares of common stock with a value of $ 197 which were surrendered by the

recipients for payroll tax purposes.

These shares were surrendered and cancelled as of December 31, 2023.

the year ended December 31, 2023, the Company issued an aggregate of 370,899 shares of common stock with an issuance date fair value

of $ 2,600 in satisfaction of accrued issuable equity to its former Chief Executive Officer.

See Note 15 – Commitments and Contingencies

– Separation Agreement for additional details.

Note 5 – Notes Payable for details of the issuance of 158,372 shares of common stock in connection with the extinguishment of notes

the year ended December 31, 2023, the Company issued an aggregate of 5,866 shares of common stock for services to a board member with

an issuance date fair value of $ 132 .

the year ended December 31, 2023, the Company issued an aggregate of 103,843 shares of common stock with an issuance date fair value

of $ 128 as compensation to employees and its former Chief Executive Officer.

the year ended December 31, 2023, the Company issued an aggregate of 376,778 shares of common stock for services to employees with an

aggregate issuance date fair value of $ 3,104 .

the year ended December 31, 2023, the Company issued an aggregate of 146,475 shares of common stock for services to an employee with

an issuance date fair value of $ 334 .

to Consolidated Financial Statements

thousands, except for share and per share amounts)

STOCKHOLDERS’ EQUITY

Company recognized stock-based compensation expense related to common stock, stock options and warrants for the years ended December

46 unchanged sentences

thousands, except for share and per share amounts)

STOCKHOLDERS’ EQUITY – CONTINUED

STOCKHOLDERS’ EQUITY

applying the Black-Scholes option pricing model to options granted, the Company used the following assumptions:

SUMMARY OF BLACK-SCHOLES OPTION PRICING MODEL TO STOCK OPTIONS GRANTED ASSUMPTION

OF BLACK-SCHOLES OPTION PRICING MODEL TO STOCK OPTIONS GRANTED ASSUMPTION

the Years Ended

8 unchanged sentences

cashless exercise of options.

the year ended December 31, 2021, the Company issued an aggregate of 38,496 shares of the Company’s common stock pursuant to the

cashless exercise of options.

the year ended December 31, 2021, the Company issued an aggregate of 136,500 shares of the Company’s common stock pursuant to an

option exercise for aggregate net proceeds of $ 307 .

the year ended December 31, 2022, the Company issued an aggregate of 5,955 shares of common stock pursuant to warrant exercises for aggregate

the year ended December 31, 2022, the Company issued an aggregate of 5,955 shares of common stock pursuant to option exercises for aggregate

net proceeds of $ 10 .

1 unchanged sentence

summary of the option activity during the year ended December 31, 2023 is presented below:

SUMMARY OF OPTIONS ACTIVITY

January 1, 2022

OF OPTIONS ACTIVITY

Outstanding, January

Cancelled/forfeited/expired

3 unchanged sentences

thousands, except for share and per share amounts)

STOCKHOLDERS’ EQUITY – CONTINUED

STOCKHOLDERS’ EQUITY

OPTIONS – CONTINUED

following table presents information related to stock options at December 31, 2023:

SCHEDULE OF STOCK OPTIONS

OF STOCK OPTIONS

$ 1.73 -$ 9.14

8 unchanged sentences

Disputes for details.

the year ended December 31, 2022, the Company issued an aggregate of 8,093

shares of common stock pursuant to cashless warrant exercises (of which, warrants to purchase 9,600 shares of common stock with a

weighted average exercise price of $ 3.40 per share were exercised) and an aggregate of 73,336

shares of common stock pursuant to warrant exercises for aggregate net proceeds of $ 210 .

the year ended December 31, 2022, the Company issued an aggregate of 8,093 shares of common stock pursuant to cashless warrant exercises

(of which, warrants to purchase 9,600 shares of common stock with a weighted average exercise price of $ 3.40 per share were exercised)

and an aggregate of 73,336 shares of common stock pursuant to warrant exercises for aggregate net proceeds of $ 210 .

In applying the Black-Scholes

option pricing model to warrants granted, the Company used the following assumptions:

OF BLACK-SCHOLES OPTION PRICING MODEL TO WARRANTS GRANTED ASSUMPTION

the Years Ended

Risk free interest rate

3.39 %- 4.03 %

Expected term

Expected volatility

115.9 %- 133.4 %

Expected dividends

following table accounts for the Company’s warrant activity for the year ended December 31, 2023:

SCHEDULE OF WARRANT ACTIVITY

January 1, 2022

Cancelled/forfeited/expired

OF WARRANT ACTIVITY

Outstanding, January

( 1,587,965 )

6 unchanged sentences

following table presents information related to stock warrants at December 31, 2023:

SCHEDULE OF STOCK WARRANTS

Warrants Outstanding

Warrants Exercisable

Remaining Life

OF STOCK WARRANTS

$ 8.82 -$ 11.56

Company is subject to U.S.

2 unchanged sentences

SCHEDULE OF INCOME TAX PROVISION (BENEFIT)

the Years Ended

For the Year Ended

Change in valuation allowance

Provision for income taxes

No federal or state current tax provision has been recorded for the years

ended December 31, 2022, 2021, and 2020 because the Company had net operating losses for federal and state tax purposes.

to the merger with SemaConnect, for the year ended December 31, 2022, a current foreign tax provision was recorded related to the Company’s

operations in India.

The net operating loss carryovers may be subject to annual limitations under Internal Revenue Code Section 382, and

similar state provisions, should there be a greater than 50% ownership change as determined under the applicable income tax regulations.

The amount of the limitation would be determined based on the value of the company immediately prior to the ownership change and subsequent

Income tax provision (benefit)

federal or state current tax provision has been recorded for the years ended December 31, 2023, 2022, and 2021 because the Company had

net operating losses for federal and state tax purposes.

However, a foreign tax provision was recorded related to the Company’s operations

The net operating loss carryovers may be subject to annual limitations under Internal Revenue Code Section 382, and similar

state provisions, should there be a greater than 50% ownership change as determined under the applicable income tax regulations.

amount of the limitation would be determined based on the value of the company immediately prior to the ownership change and subsequent

ownership changes could further impact the amount of the annual limitation.

9 unchanged sentences

SUMMARY OF RECONCILIATION OF STATUTORY FEDERAL INCOME TAX RATE AND EFFECTIVE INCOME TAX RATE

the Years Ended

benefit at federal statutory rate

income taxes, net of federal benefit

Stock-based compensation

from non-includable foreign entities

year differences

in valuation allowance

income tax rate

For the Year Ended

Tax benefit at federal statutory rate

State income taxes, net of federal benefit

Permanent differences:

Stock Compensation

on Impairment of Intangibles and Goodwill

Other Permanent Differences

Income from non-includable foreign entities

Prior year differences

Change in valuation allowance

Effective income tax rate

Company has determined that a valuation allowance for the entire net deferred tax asset is required.

5 unchanged sentences

SCHEDULE OF DISAGGREGATION OF DOMESTIC AND FOREIGN PRE-TAX LOSS

the Year Ended

For the Year Ended December 31

$ ( 151,883 )

$ ( 202,199 )

to Consolidated Financial Statements

3 unchanged sentences

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

operating loss carryforwards - federal

Deferred Tax Assets:

Net operating loss carryforwards-federal

Net operating loss carryforwards-states

Net operating loss carryforwards-UK

Net operating loss carryforwards -

Net operating loss carryforwards-Belgium

Stock-based compensation

Deferred revenue

for doubtful accounts

Capitalized Sec.

Allowance for doubtful accounts

Capitalized Sec.174 R&E

Deferred tax assets,

Deferred Tax Liabilities:

Intangible Assets

tax assets, gross

Tax Liabilities:

Unrealized Gain/Loss

tax asset reserve

tax Liabilities, gross

deferred tax assets

tax assets, net of valuation allowance

in valuation allowance

Deferred Tax assets reserves

Deferred tax liabilities,

Net deferred tax assets

Valuation Allowance

Deferred tax assets, net of valuation allowance

Change in valuation allowance

of December 31, 2023, the Company had net operating loss carry forwards for federal income tax purposes of approximately $ 305,125 of

which, $ 84,934 may be used to offset future taxable income through 2037 and the remaining $ 161,361 of net operating loss carry forwards

incurred after 2017, do not have an expiration date.

In addition, state NOLs carryforwards available are approximately $ 165,872 , as of

December 31, 2022.The Company also has approximately $ 623 in business credits expiring between 2030 and 2042 .

which, $ 86,636 may be used to offset future taxable income through 2037 and the remaining $ 218,489

of net operating loss carry forwards incurred after 2017, do not have an expiration date.

In addition, state NOLs carryforwards

available are approximately $ 212,571 , as of December 31, 2023.The Company also has approximately $ 653

in business credits expiring

between 2030 and 2043.

to Consolidated Financial Statements

1 unchanged sentence

RELATED PARTIES

Company and a group of three

Cyprus entities entered into a shareholders’ agreement on February 11, 2019, pertaining to the parties’ respective

shareholdings in a new joint venture entity, Blink Charging Europe Ltd.

(the “Entity”), that was formed under the laws

of Cyprus on the same date.

Pursuant to the agreement, the Company is not required to fund operating losses.

The Company owns 40 %

of the Entity while another entity owns 60 %

of the Entity.

The Entity currently owns 100 %

of a Greek subsidiary, Blink Charging Hellas SA (“Hellas”), which started operations in the Greek EV market.

currently no plans for the Company to make any capital contributions or investments.

During year ended December 31, 2022, 2021,

2020, the Company recognized sales of $ 0 , $ 811

respectively, to Hellas.

As of December 31, 2022 and 2021 the Company had a receivable from Hellas of approximately $ 0 and $ 6 ,

respectively, and payable of $ 84 and $ 0 , respectively.

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

financial interest and, as a result, the Company is not required to consolidate the Entity and instead has applied equity method

accounting to its investment in the Entity.

From inception through December 31, 2022, the Entity has not generated net income and,

as a result, pursuant to ASC 323, the Company has not recorded a gain or loss on its equity method investment in the Entity during

the years ended December 31, 2022, 2021, and 2020.

of December 31, 2021, three senior management employees in Blue Corner had an ownership interest in a major supplier of charging equipment

for Blue Corner.

As of December 31, 2021, the Company owed approximately $ 800

to this supplier.

As of December 31, 2022, this

related party relationship does not exist since, as of December 31, 2022, those senior management employees are no longer with Blue Corner.

During the year ended December 31, 2022, the Company made purchases of $ 1,444 with these related parties.

Company and a group of three Cyprus entities entered into a shareholders’ agreement on February 11, 2019, pertaining to the parties’

respective shareholdings in a new joint venture entity, Blink Charging Europe Ltd.

(the “Entity”), that was formed under

the laws of Cyprus on the same date.

The Company owns 40 % of the Entity while the other three parties own 60 % of the Entity.

Subsequently,

two of the three other parties exited the joint venture and the remaining other party acquired the ownership of the exiting parties.

The Entity currently owns 100 % of a Greek subsidiary, Blink Charging Hellas SA (“Hellas”), which operates in the electric

vehicle market in Greece.

The obligation to fund the future operations of the Entity is limited to the Company’s 40 % ownership.

The Company did not record sales to Hellas during the years ended December 31, 2023 and 2022.

During the year ended December 31, 2021,

the Company recognized sales of $ 811 to Hellas.

As of December 31, 2023 and December 31,2022 the Company had a payable of approximately

$ 114 and $ 84 , respectively, to Hellas.

In addition, the Company has provided working capital of $ 177 and $ 0 as of December 31, 2023 and

December 31, 2022, respectively, in Hellas.

The Company has written off this working capital contribution, since Company’s proportion

of Hellas’s net losses exceed the working capital contribution.

Company determined that the Entity is a variable interest entity;

however, the Company does not have a controlling financial interest

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

in the Entity.

From inception through December 31, 2023, the Entity has not generated net income and, as a result, pursuant to ASC 323,

the Company has not recorded a gain or loss on its equity method investment in the Entity during the years ended December 31, 2023, 2022,

of December 31, 2021, the Company owed approximately $ 800 to this supplier.

As of December 31, 2022, this related party relationship

does not exist since, as of December 31, 2022, those senior management employees are no longer with Blue Corner.

During the year ended

December 31, 2022, the Company made purchases of $ 1,444 with these related parties.

CHARGING UK LIMITED

of December 31, 2023, several close family members of a senior management employee are providing services to Electric Blue Limited.

For the year ended December 31, 2022, these related parties have collectively provided services worth $ 95 to Electric Blue

Furthermore, as of December 31, 2022, there were purchase commitments of $ 112

to the same related parties.

Note 3 – Business Combination regarding details associated with lease agreements for (i) certain parking locations in connection

with the City of Los Angeles Agreement.

the years ended December 31, 2023 and 2022, these related parties have collectively provided services worth $ 359 and $ 95 respectively,

to Electric Blue Limited.

Furthermore, as of December 31, 2023, there were purchase commitments of $ 198 to the same related parties.

to Consolidated Financial Statements

thousands, except for share and per share amounts)

EMPLOYEE BENEFIT PLANS

Company has defined-contribution plans for which employees meeting certain age and length of service requirements may contribute up to

the defined statutory limit.

These plans provide discretionary employer matching contributions to eligible employees up to certain statutory

annual limits.

Employer contributions to these plans was $ 652 , $ 238 and $ 0 for the years ended December 31, 2023, 2022 and 2021, respectively.

the year ended December 31, 2021, the Company entered into a lease agreement for approximately 27,540 square feet of space in Arizona.

3 unchanged sentences

The lease also includes a security deposit of $ 22 .

operating lease expenses for the year ended December 31, 2022, 2021, and 2020 was $ 789 , $ 566 , and $ 220 , respectively, and is recorded

operating lease expenses for the year ended December 31, 2023, 2022, and 2021 were $ 1,803 , $ 789 , and $ 566 , respectively, and is recorded

in other operating expenses on the consolidated statements of operations.

Operating lease expenses consist of rent expense, CAM adjustments

Operating lease expenses consist of rent expense, common area maintenance adjustments

and other expenses.

of December 31, 2022, the Company had $ 931 of right-of-use assets that were classified as financing leases for vehicles associated with

the operations of Blink Mobility are included as a component of property and equipment on the consolidated balance sheet as of December

The duration of the leases are three years and the Company is expected to pay approximately $ 1,020 throughout the term.

of December 31, 2022, the Company did not have additional operating and financing leases that have not yet commenced.

the year ended December 31, 2022, the Company recorded $ 38 of interest expense related to finance leases, which were recorded within

interest expense on the consolidated statements of operations.

During the year ended December 31, 2022, the Company recorded amortization

expense of $ 659 related to finance leases.

There were no finance leases as of December 31, 2021 and 2020.

of December 31, 2023, the Company had $ 697

of right-of-use assets that were classified as financing leases for vehicles associated with the operations of Blink Mobility and

are included as a component of property

and equipment on the consolidated balance sheet as of December 31, 2023.

The duration of the leases are three

years and the Company is expected to pay approximately $ 1,020

throughout the term.

As of December 31, 2023, the

Company did not have additional operating and financing leases that have not yet commenced.

the years ended December 31, 2023 and 2022, the Company recorded $ 37 and $ 38 of interest expense related to finance leases, respectively,

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

During the years ended December 31, 2023 and

2022, the Company recorded amortization expense of $ 1,226 and $ 659 related to finance leases, respectively.

There were no finance leases

as of December 31, 2021.

to Consolidated Financial Statements

3 unchanged sentences

cash flows information related to leases was as follows:

SCHEDULE OF SUPPLEMENTAL CASH FLOWS INFORMATION RELATED TO LEASES

OF SUPPLEMENTAL CASH FLOWS INFORMATION RELATED TO LEASES

The Years Ended

1 unchanged sentence

cash flows from operating leases

paid for amounts included in the measurement of lease liabilities:

cash flows from operating leases

cash flows from finance leases

paid for amounts included in the measurement of lease liabilities:

cash flows from finance leases

assets obtained in exchange for lease obligations:

Average Remaining Lease Term

1 unchanged sentence

minimum payments under non-cancellable leases as of December 31, 2023 were as follows:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

OF FUTURE MINIMUM LEASE PAYMENTS

the Years Ending December 31,

1 unchanged sentence

imputed interest

to Consolidated Financial Statements

Notes to Consolidated Financial Statements

thousands, except for share and per share amounts)

COMMITMENTS AND CONTINGENCIES

of December 31, 2022, the Company had purchase commitments of approximately $ 60,532 which will become payable upon the

suppliers’ delivery of the charging stations and other related items.

The purchase commitments were made primarily for future

sales, deployments of charging stations, inventory management planning and other related items, all of which are expected to be

received during the next 12-24 months.

of December 31, 2023, the Company had purchase commitments of approximately $ 21,672 which will become payable upon the suppliers’

delivery of the charging stations and other related items.

The purchase commitments were made primarily for future sales, deployments

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

12-24 months.

LICENSE AGREEMENT

22 unchanged sentences

DISPUTES AND SETTLEMENTS

Company may be subject to lawsuits, investigations, intellectual property matters, claims and proceedings, including, but not limited

to, contractual disputes with vendors and customers and liabilities related to employment, health and safety matters that may arise in

the ordinary course of business.

The Company accrues for losses that are both probable and reasonably estimable.

Loss contingencies are

subject to significant uncertainties and, therefore, determining the likelihood of a loss and/or the measurement of any loss can be complex

and subject to change.

Company believes it has recorded adequate provisions for any such lawsuits, investigations, claims, and proceedings as of December 31,

2023, and the Company believes it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized

in the consolidated financial statements.

Given the inherent uncertainties of litigation, the ultimate outcome of the ongoing

matters described herein cannot be predicted with certainty.

While litigation is inherently unpredictable, the Company believes it has

valid defenses with respect to the legal matters pending against it.

However, future events or circumstances, currently unknown to management,

may potentially have a material effect on the Company’s financial position, liquidity or results of operations in any future reporting

to Consolidated Financial Statements

thousands, except for share and per share amounts)

COMMITMENTS AND CONTINGENCIES

DISPUTES AND SETTLEMENTS – CONTINUED

August 24, 2020, a purported securities class action lawsuit, captioned Bush v.

2 unchanged sentences

20-cv-23527, was

filed in the United States District Court for the Southern District of Florida against the Company, Michael Farkas (Blink’s

Chairman of the Board and Chief Executive Officer), and Michael Rama (Blink’s Chief Financial Officer) (the “Bush

filed in the United States District Court for the Southern District of Florida against the Company, Michael Farkas (Blink’s Chairman

of the Board and Chief Executive Officer), and Michael Rama (Blink’s Chief Financial Officer) (the “Bush Lawsuit”).

On September 1, 2020, another purported securities class action lawsuit, captioned Vittoria v.

1 unchanged sentence

et al., Case No.

20-cv-23643, was filed in the United States District Court for the Southern District of Florida against the same

defendants and seeking to recover the same alleged damages (the “Vittoria Lawsuit”).

On October 1, 2020, the court

consolidated the Vittoria Lawsuit with the Bush Lawsuit and on December 21, 2020 the court appointed Tianyou Wu, Alexander Yu and H.

was filed in the United States District Court for the Southern District of Florida against the same defendants and seeking to recover

the same alleged damages (the “Vittoria Lawsuit”).

On October 1, 2020, the court consolidated the Vittoria Lawsuit with the

Bush Lawsuit and on December 21, 2020 the court appointed Tianyou Wu, Alexander Yu and H.

Marc Joseph to serve as the Co-Lead Plaintiffs.

The Co-Lead Plaintiffs filed an Amended Complaint on February 19, 2021.

Complaint alleges, among other things, that the defendants made false or misleading statements about the size and functionality of

the Blink Network and asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934.

The Amended Complaint

does not quantify damages but seeks to recover damages on behalf of investors who purchased or otherwise acquired Blink’s

common stock between March 6, 2020 and August 19, 2020.

On April 20, 2021, Blink and the other defendants filed a motion to dismiss

the Amended Complaint, which has now been fully briefed and is ready for review.

On April 7, 2022, the court held oral argument on

the motion to dismiss but did not issue a decision.

The Company wholly and completely disputes the allegations therein.

has retained legal counsel in order to defend the action vigorously.

The Company has not recorded an accrual related to this matter

as of December 31, 2022 as it determined that any such loss contingency was either not probable or estimable.

to Consolidated Financial Statements

thousands except for share and per share amounts)

COMMITMENTS AND CONTINGENCIES – CONTINUED

DISPUTES AND SETTLEMENTS – CONTINUED

The Amended Complaint alleges, among other things, that the defendants

made false or misleading statements about the size and functionality of the Blink Network and asserts claims under Sections 10(b) and

20(a) of the Securities Exchange Act of 1934.

The Amended Complaint does not quantify damages but seeks to recover damages on behalf

of investors who purchased or otherwise acquired Blink’s common stock between March 6, 2020 and August 19, 2020.

On April 20, 2021,

Blink and the other defendants filed a motion to dismiss the Amended Complaint, which has now been fully briefed and is ready for review.

On April 7, 2022, the court held oral argument on the motion to dismiss but did not issue a decision.

The Company wholly and completely

disputes the allegations therein.

The Company has retained legal counsel in order to defend the action vigorously.

The Company has not

recorded an accrual related to this matter as of December 31, 2023 as it determined that any such loss contingency was either not probable

or estimable.

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

36 unchanged sentences

or estimable.

to Consolidated Financial Statements

thousands, except for share and per share amounts)

COMMITMENTS AND CONTINGENCIES

DISPUTES AND SETTLEMENTS – CONTINUED

February 12, 2021, another shareholder derivative lawsuit, captioned Wolery (derivatively on behalf of Blink Charging Co.) v.

Buffalino et al., Case No.

A-21-829395-C, was filed in the Eighth Judicial District Court in Clark County, Nevada seeking to pursue

claims belonging to the Company against Blink’s Board of Directors (the “Wolery Lawsuit”).

Blink is named as a

nominal defendant.

The Wolery complaint alleges that the amount of restricted stock awarded to Blink’s outside directors in

December 2020 exceeded the amounts permitted by Blink’s incentive compensation plan.

The complaint asks the court to rescind

the excess restricted stock awards, as well as other relief.

On September 15, 2021, the parties entered into a term sheet in which

they agreed to settle the claims subject to the court’s approval.

On April 18, 2022, the court signed a final judgment

approving the settlement and dismissing the lawsuit with prejudice.

As a result of the settlement, the Company has agreed to make

certain changes to its compensation practices for its directors and officers, including, among other things, eliminating the

practice of making cash payments to directors to cover expected income taxes on stock grants and placing a $ 200

annual limit for two years on the combined stock and cash awards to outside directors.

The defendants did not admit any liability or

wrongdoing in the settlement and will not make any cash payment as part of the settlement, but the Company will be responsible for

paying the costs to give notice of the settlement to the Company’s shareholders and to pay $ 190

in attorney’s fees to the plaintiff’s counsel which was paid in April 2022.

et al., Case No.

A-21-829395-C, was filed in the Eighth Judicial District Court in Clark County, Nevada seeking to pursue claims belonging

to the Company against Blink’s Board of Directors (the “Wolery Lawsuit”).

Blink is named as a nominal defendant.

Wolery complaint alleges that the amount of restricted stock awarded to Blink’s outside directors in December 2020 exceeded the

amounts permitted by Blink’s incentive compensation plan.

The complaint asks the court to rescind the excess restricted stock awards,

as well as other relief.

On September 15, 2021, the parties entered into a term sheet in which they agreed to settle the claims subject

to the court’s approval.

On April 18, 2022, the court signed a final judgment approving the settlement and dismissing the lawsuit

with prejudice.

As a result of the settlement, the Company has agreed to make certain changes to its compensation practices for its directors

and officers, including, among other things, eliminating the practice of making cash payments to directors to cover expected income taxes

on stock grants and placing a $ 200 annual limit for two years on the combined stock and cash awards to outside directors.

The defendants

did not admit any liability or wrongdoing in the settlement and will not make any cash payment as part of the settlement, but the Company

will be responsible for paying the costs to give notice of the settlement to the Company’s shareholders and to pay $ 190 in attorney’s

fees to the plaintiff’s counsel which was paid in April 2022.

February 7, 2022, another shareholder derivative lawsuit, captioned McCauley (derivatively on behalf of Blink Charging Co.) v.

13 unchanged sentences

thousands, except for share and per share amounts)

COMMITMENTS AND CONTINGENCIES – CONTINUED

COMMITMENTS AND CONTINGENCIES

Company estimates an approximate cost of $ 600 to repair deployed chargers, which the Company owns as of December 31, 2023.

NETWORK UPGRADES

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

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

technology, the Company may need to upgrade or adapt its charging station products or introduce new products in order to serve new vehicles,

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

and network upgrades costs.

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

to 4G LTE during 2022 (the “Upgrade”).

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.

FARKAS EMPLOYMENT AGREEMENT

May 28, 2021, the Company entered into a new employment agreement (the “Employment Agreement”) with the Company’s Executive

Chairman and Chief Executive Officer (the “CEO”).

The term of the Employment Agreement is January 1, 2021 through December

31, 2023 (the “Term”).

the Employment Agreement, the CEO will receive a base salary of $ 800 for 2021 and $ 850 and $ 900 for 2022 and 2023, respectively.

CEO will be eligible to receive an annual performance bonus (payable in cash and securities), with a target bonus of 100 % of the base

salary, with the CEO eligible to receive up to 200 % of the base salary based on the achievement of key performance indicators established

by the Board of Directors and the CEO (“KPIs”).

The CEO will receive equity awards (one-half in restricted stock and one-half

in stock options) with a target aggregate value of $ 1,000 , the CEO is eligible to receive up to 200% of the target aggregate value based

on the achievement of KPIs during each year of the Term.

The CEO also received a special four-year performance option to purchase 475,285

shares of common stock at an exercise price of $ 37.40 per share, which will vest if the Company’s stock price on the NASDAQ exchange

reaches and remains on average for a period of 20 consecutive market days at a closing price of $ 90 per share during the four-year term

of the option.

The performance option had a grant date fair value of approximately $ 13,500 , which was estimated using a third-party specialist

who utilized a Monte Carlo simulation model.

The assumptions used in the Monte Carlo simulation model were as follows:

the closing stock

price on the valuation date of $ 34.00 , exercise price of $ 37.40 , the contractual term of four years , expected volatility of the Company’s

stock of 143.98 %, and the risk free rate of interest of 0.54 %.

The Company is recognizing the fair value over the derived service period

of the award, which was determined to be 0.64 years.

Additionally,

the CEO received one-time awards and payments in satisfaction of his 2020 bonuses, equity awards, and a salary catch-up since the expiration

of his prior agreement in September 2020.

The Employment Agreement provides that, if the CEO is terminated without cause, resigns for

good reason, dies or becomes disabled during the Term, he will receive his base salary for the remainder of the Term and payment of 2.6

times his target performance bonus/equity awards and base salary.

In the event of a termination without cause or resignation for good

reason within nine months prior to or 18 months following a change in control, the multiple in the previous sentence will be 3.5 times.

The Employment Agreement also contains covenants (a) restricting Mr.

Farkas from engaging in any activities competitive with the Company’s

business during the Term and one year thereafter, (b) prohibiting Mr.

Farkas from disclosure of confidential information regarding the

Company at any time and (c) confirming that all intellectual property developed by Mr.

Farkas during the term of the employment agreement

which specifically relates to the EV charging business constitutes the Company’s sole and exclusive property.

Farkas may be

entitled to additional bonuses should his developments be commercialized by the Company.

Employment Agreement provides that a commission sales agreement entered into on November 17, 2009 between an entity controlled by the

CEO and a predecessor to the Company will remain suspended and no payments will be due thereunder for as long as the CEO is a full-time

employee of the Company and is paid a monthly salary of at least $ 30 .

Finally, the Company and the CEO agreed to resolve a dispute over

the CEO’s transfer of 260,000 shares of the Company’s common stock to a prior institutional investor through a settlement

agreement and payment of $ 1,000 from the Company to the CEO.

The payment of $ 1,000 was recognized as a part of other operating expenses

in the statements of operations during the year ended December 31, 2021.

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

Farkas entered into a separation and general release agreement,

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

Farkas’ May 1, 2023 termination of employment

and the terms of Mr.

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

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

Under the terms of the Separation Agreement,

the Company agreed to provide Mr.

Farkas with (i) $ 6,028

in cash compensation, (ii) 383,738

shares of the Company’s common stock and

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

Farkas becomes eligible for coverage under another employer’s

In addition, Mr.

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

recognized approximately $ 2,900

of stock-based compensation expense during the

year ended December 31, 2023 related to the accelerated awards.

In return, Mr.

Farkas agreed that he has received all compensation to

which he is entitled with respect to his employment or termination thereof (except for any obligations under the parties’ Commission

Agreement, dated as of November 17, 2009) and Mr.

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

Farkas acknowledged that the terms of his non-competition and non-solicitation covenants under his Employment Agreement

remain in effect, except that Mr.

Farkas will be permitted to continue to work with certain individuals with whom he has a current relationship

outside of the Company.

During the year ended December 31, 2023, the Company issued 383,738

shares of common stock with an issuance date

fair value of $ 2,900

Farkas in connection with the Separation

October 2021, the Company negotiated and executed an amendment and extension to its agreement with a contract manufacturer of the Company.

3 unchanged sentences

SUBSEQUENT EVENTS

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

price of $ 12.00 per share.

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

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

In addition, the underwriters have

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

the underwriting discounts and commissions.

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

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

AT-THE-MARKET OFFERING

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 .

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 9A. Controls and Procedures