What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-05-10 compared with 2023-11-13 · 387 added, 591 removed, 147 unchanged (87% of the section changed)

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following discussion and analysis of the results of operations and financial condition of Blink Charging Co.

(together with its subsidiaries,

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

and 2022 should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere

in this Quarterly Report on Form 10-Q.

References in this Management’s Discussion and Analysis of Financial Condition and Results

of Operations to “us,” “we,” “our” and similar terms refer to Blink.

This Quarterly Report contains

forward-looking statements as that term is defined in the federal securities laws.

The events described in forward-looking statements

contained in this Quarterly Report may not occur.

Generally, these statements relate to business plans or strategies, projected or anticipated

benefits or other consequences of our plans or strategies, projected or anticipated benefits from acquisitions to be made by us, or projections

involving anticipated revenues, earnings or other aspects of our operating results.

The words “may,” “will,”

“expect,” “believe,” “anticipate,” “project,” “plan,” “intend,”

“estimate,” and “continue,” and their opposites and similar expressions, are intended to identify forward-looking

We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties,

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

Factors that may

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

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

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

(together with its

subsidiaries, “Blink” or the “Company”) as of March 31, 2024 and for the three months ended March 31, 2024

and 2023 should be read in conjunction with our condensed consolidated financial statements and the notes to those financial

statements that are included elsewhere in this Quarterly Report on Form 10-Q.

References in this Management’s Discussion and

Analysis of Financial Condition and Results of Operations to “us,” “we,” “our” and similar terms

refer to Blink.

This Quarterly Report contains forward-looking statements as that term is defined in the federal securities laws.

The events described in forward-looking statements contained in this Quarterly Report may not occur.

Generally, these statements

relate to business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies,

projected or anticipated benefits from acquisitions to be made by us, or projections involving anticipated revenues, earnings or

other aspects of our operating results.

The words “may,” “will,” “expect,”

“believe,” “anticipate,” “project,” “plan,” “intend,”

“estimate,” and “continue,” and their opposites and similar expressions, are intended to identify

forward-looking statements.

We caution you that these statements are not guarantees of future performance or events and are subject

to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of

the statements.

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

Part 1, Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023,

and under a similar item in subsequent periodic reports, as discussed elsewhere in this Quarterly Report, particularly in Part II,

Item IA - Risk Factors.

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

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

services in the rapidly growing U.S.

services in the continuously growing U.S.

and international markets for EVs.

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Blink’s principal line of products and services is its

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

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

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

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

The Blink Networks provide property owners, managers, parking companies, 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

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

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

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

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

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

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

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

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

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

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

and the percentage of revenue shared.

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

We own and operate

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

In this model, which favors recurring

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

thus, we retain substantially all EV charging revenues after

deducting network connectivity and processing fees.

Typically, our agreement with the Property Partner lasts seven years with extensions

that can bring the term to a total of up to 21 years.

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

costs of installation.

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

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

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

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

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

We own and operate the EV

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

In this model, which favors recurring revenues,

we incur most costs associated with the EV charging stations;

thus, we retain substantially all EV charging revenues after deducting

network connectivity and processing fees.

Our agreement with the Property Partner typically lasts seven years with extensions that

can bring to 21 years.

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

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

In this model,

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

thus, we share a more generous portion of the

EV charging revenues with the Property Partner generated from the EV charging station after deducting network connectivity and processing

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

In this model, since the Property

Partner incurs the installation, we share a more generous portion of the EV charging revenues with the Property Partner after deducting

Blink network connectivity and processing fees.

Our agreement with the Property Partner lasts five years with extensions that can

bring the term to 15 years.

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

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

revenues after deducting network connectivity and processing fees.

revenues after deducting Blink network connectivity and processing fees.

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

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

connectivity and processing fees.

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

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

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

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

In April 2023,

Blink Mobility acquired Envoy Technologies, Inc.

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

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

In connection with the acquisition of Envoy Technologies, our

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

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

public offering will occur.

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

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

With the goal of being a leader

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

The Property Partner pays us a fixed monthly fee for the service and keeps all the EV charging revenues after deducting Blink

network connectivity and processing fees.

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

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

These programs allow

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

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

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

This dedication is

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

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

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

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and workplace locations.

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

and Electric Blue Limited, we added new offices

in Bowie, Maryland, St.

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

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

and international capacity to develop and manufacture

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

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

This expansion in footprint is part of our growth

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

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

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

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

commissioned).

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

The remaining were non-networked, on other networks or

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

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

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

The charger units

noted above are net of swap-out or replacement units

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

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

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

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

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

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

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

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

Similarly, in 2022, we entered

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

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

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

of March 31, 2024, we sold or deployed 94,476 chargers, of which 77,157 were in the Blink Networks (244 Level 1 publicly accessible commercial

chargers, 34,532 Level 2 publicly accessible commercial chargers, 5,478 Level 2 private commercial chargers, 903 DC Fast Charging EV

publicly accessible chargers, 35 DC Fast Charging EV private chargers, 10,424 residential Level 1 Blink EV chargers, and 4,309 residential

Level 2 Blink EV chargers, inclusive of 21,232 chargers pending to be commissioned).

Included in the Blink Networks are 5,832 chargers

The remaining 17,319 were non-networked, on other networks or international sales or deployments (792 Level 2 commercial

chargers, 16 DC Fast Charging chargers, 12,224 residential Level 2 Blink EV chargers, 2,819 sold to other U.S.

networks and 1,468 sold

internationally).

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

reflected in our condensed consolidated financial statements as of March 31, 2024, we had cash and cash equivalents of $93,458,

working capital of $130,506 and an accumulated deficit of $554,896.

During the three months ended March 31, 2024, we

incurred a net loss of $17,173.

We have not yet achieved profitability.

April 18, 2023, the Company, Mobility and Mobility Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Mobility (“Merger

Sub”), entered into and, after all parties met the closing conditions, consummated the transactions contemplated under an Agreement

and Plan of Merger, dated as of April 18, 2023 (the “Acquisition Agreement”), with Envoy Technologies.

Pursuant to the Acquisition

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

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

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

(i) $6,000 in cash paid upon

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

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

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

(iii) a promissory note of Blink Mobility

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

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

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

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

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

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

value of $21,000.

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

cash of $19).

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

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

Closing and $2,560 was paid prior to Closing in the form of a note receivable);

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

$18,118 in common stock of Mobility subject to the conditions described above.

payment of shares of common stock of Mobility or Mobility’s successor, if any, will be based on the public offering price per share

of such stock in the initial public offering.

The payment of shares of common stock of the Company, if any, will be based on the average

of the daily-weighted average prices for such stock on each of the 60 days ending on the day prior to issuance thereof.

2023 Underwritten Public Offering

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.

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

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

Product and Service Offerings

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

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

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

an innovative media solution.

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

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

offers easy payment via RFID, Apple Pay, Google Wallet, and all major credit cards.

Additional features include cloud connectivity

via built-in 4G LTE signal, retractable cable management and dual cable configurations with two universal J1772 plugs and a built-in

camera for additional security.

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

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

Offering up to

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

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

Vehicle-to-Grid (V2G).

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

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

Designed for the APAC and Latin

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

residential and commercial parking areas.

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

smart network connection.

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

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

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

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

With Bluetooth, Wi-Fi and optional

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

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

A small footprint charging station designed

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

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

A 7-inch LCD touchscreen display provides drivers with an intuitive charging

process and the charger integrates with the newly redesigned Blink Networks over a Wi-Fi, Ethernet or 4G connection, offering high-performance,

compatibility, and remote monitoring.

At-the-Market

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

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

Wainwright & Co., LLC and Roth Capital Partners, LLC, as our sales agents

(collectively, the “Agents”) to conduct an at-the-market (“ATM”) equity offering program, pursuant to which we

may publicly issue and sell from time to time shares of our common stock having an aggregate offering price of up to $250,000 through

We are using the net proceeds from the sale of our shares of common stock under the ATM equity offering program to supplement

our operating cash flows in order to fund our EV charging station deployments and other growth plans.

We are also using a portion of

the net proceeds we receive for working capital and other corporate purposes.

The amounts and timing of our use of the net proceeds will

depend on a number of factors, such as the timing and progress of our EV charging station deployment efforts, the timing and progress

of any partnering and collaboration efforts, and technological advances.

Under the Sales Agreement, the Agents are entitled to an aggregate

fixed commission of up to 3% of the gross proceeds from shares sold and we have provided the Agents with customary indemnification rights.

November 16, 2023, we entered into an Amendment to the Sales Agreement, effective as of November 2, 2023 (the “Amendment”),

with the Agents.

The Amendment revised the term “Registration Statement,” as used in the Sales Agreement, to our new shelf

registration statement on Form S-3, as amended (File No.

333-275123), and revised the term “Prospectus Supplement,” as used

in the Sales Agreement, to our prospectus supplement dated November 2, 2023, relating to the ATM equity offering program contemplated

by the Sales Agreement.

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

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

the three months ended March 31, 2024, the Company sold 8,177,472 shares of its common stock pursuant to the ATM program for gross proceeds

of approximately $25,651 and net proceeds of approximately $25,070 after deducting offering expenses.

As of March 31, 2024, 39,650,888

shares had been sold pursuant to the ATM program, representing gross proceeds of approximately $149,999.

and Service Offerings

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

Charging Solutions

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

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

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

in Europe and across Latin America.

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

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

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

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

the wall-mounted

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

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

the Blink Networks or a local network.

Level 2 charging stations typically provide a full

charge in two to eight hours.

Level 2 chargers are ideally suited for low-cost installations

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

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

and airports.

▪ International

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

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

hospitality, and other locations.

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

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

and the EQ 200.

We offer the HQ 200-M Level 2 charger for the mobile/emergency charging market which requires a portable charger to be used

for roadside or other use cases where a connection to the electricity grid is not available.

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

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

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

Installation of DCFC stations

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

suited for transportation hubs and locations between travel destinations.

These include the

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

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

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

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

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

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

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

Charging Mobile App.

We offer Blink Charging Mobile Apps (iOS and Android) that provide EV drivers control by giving them improved

search capabilities which allows them to search for nearby amenities, as well as chargers by zip-codes, city, business, category, or

address, and expanded keyword search.

The app also includes payment functionality, eliminating the need for a credit card.

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

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

Our Fleet Management applications can be used as stand-alone tools or integrated into

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

solution within existing software stacks.

Factors Affecting Operating Results

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

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

new entrants enter this growing market.

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

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

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

as new entrants enter this growing market.

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

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

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

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

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

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

It is characterized by rapidly changing technologies,

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

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

Factors that may influence

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

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

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

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

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

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

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

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

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

Factors that may influence the

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

respect to battery chemistries), design, performance and cost;

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

and concerns about running out of power while in use;

improvements in the fuel economy of the internal combustion engine;

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

the environmental consciousness

of consumers;

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

the environmental consciousness of consumers;

volatility in the cost of oil and gasoline;

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

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

government regulations and economic incentives promoting

fuel efficiency and alternate forms of energy;

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

perceptions about convenience and cost to charge an EV;

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

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

If the market for EVs does not gain broad market acceptance

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

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

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

These laws and regulations, and the

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

Any reduction, elimination or discriminatory application of

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

from government sources and diminished demand for our products.

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

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

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

financial condition and results of operations.

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

or hostile countries and the impact of international conflicts;

government regulations and economic incentives promoting fuel efficiency

and alternate forms of energy;

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

convenience and cost to charge an EV;

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

regulation requiring increased use of nonpolluting vehicles.

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

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

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

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

These laws and regulations,

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

Any reduction, elimination or discriminatory application

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

revenues from government sources and diminished demand for our products.

In addition, new laws or regulations affecting our business

could be enacted.

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

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

our business, financial condition and results of operations.

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

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

of operations will be negatively impacted.

Results of Operations

of operations would be negatively impacted.

of Operations

Months Ended March 31, 2024 Compared With Three Months Ended March 31, 2023

For The Three Months Ended

For the Nine Months Ended

September 30,

Product sales

15 unchanged sentences

Other operating expenses

Impairment of intangible assets

Impairment of goodwill

Change in fair value of consideration payable

Total Operating Expenses

Loss From Operations

Other (Expense) Income:

Other Income:

Interest expense

Gain (loss) on foreign exchange

Loss on extinguishment of notes payable

Foreign transaction (loss) gain

Change in fair value of derivative and other accrued liabilities

Other income (expense), net

Total Other Expense

Dividend and interest income

Total Other Income

Loss Before Income Taxes

Provision for income taxes

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

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

months ended September 30, 2022.

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

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

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

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

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

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

The increase is due to the increase in utilization of chargers

and an increased number of chargers on the Blink Networks.

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

revenue for the three months ended March 31, 2024 increased by $15,900, or 73%, to $37,568 compared to $21,668 during the three months

ended March 31, 2023.

from product sales was $27,508 for the three months ended March 31, 2024 as compared to $16,389 during the three months ended March 31,

2023, an increase of $11,119, or 68%.

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

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

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

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

residential chargers when compared to the same period in 2023.

service revenue from Company-owned charging stations was $5,027 for the three months ended March 31, 2024 as compared to $2,885 for the

three months ended March 31, 2023, an increase of $2,142, or 74%.

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

an increased number of chargers on the Blink Networks.

fee revenues were $2,065 for the three months ended March 31, 2024 as compared to $1,628 for the three months ended March 31, 2023, an

increase of $437, or 27%.

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

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

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

the estimated cost of existing backlog of known warranty cases.

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

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

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

Partners during the three months ended March 31, 2024, as compared to the three months ended March 31, 2023.

revenues were $953 for the three months ended March 31, 2024 as compared to $393 for the three months ended March 31, 2023, an increase

of $560, or 142%.

The increase was primarily attributable to an increase in warranty contracts sold for the three months March 31, 2024

as compared to the three months March 31, 2023.

and rebate revenues were $583 during the three months ended March 31, 2024 as compared to $49 during the three months ended March 31,

2023, a increase of $534, or 1,090%.

Grant and rebates relating to equipment and the related installation are deferred and amortized

in a manner consistent with the depreciation expense of the related assets over their useful lives.

The decrease in revenue was primarily

The increase in revenue was primarily

related to the timing of the amortization of previous years’ state grants/rebates associated with the installation of chargers

during the three months September 30, 2023, and 2022.

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

during the three months March 31, 2024 and 2023.

services revenues were $1,097 during the three months ended March 31, 2024 as compared to $252 during the three months ended March 31,

2023, an increase of $845, or 335%.

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

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

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

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

Also contributing to the increase in revenues

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

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

September 30, 2022.

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

months September 30, 2023 compared to the same period in 2022.

We generate these credits from the electricity utilized by our electric

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

for the three months ended March 31, 2024 are revenues of $869 from Envoy, which was acquired in April 2023.

revenue increased by $263 or 365% to $335 for the three months ended March 31, 2024 as compared to $72 for the three months ended March

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

March 31, 2024 compared to the same period in 2023.

We generate these credits from the electricity utilized by our electric car charging

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

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

1 unchanged sentence

of our installed charging stations.

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

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

There is a degree of variability in our costs in relationship

to our revenues from period to period, primarily due to:

Cost of revenues for the three months ended March 31, 2024 were $24,149 as compared to $17,125 for

the three months ended March 31, 2023, an increase of $7,024 or 41%.

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

reimbursements that are unique to those Property Partner host agreements which provide for such reimbursements;

5 unchanged sentences

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

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

the three months ended September 30, 2023.

The increase was primarily due to the increase in product

sales of commercial chargers, DC fast chargers and home residential chargers during the three months ended September 30, 2023 compared

to the same period in 2022.

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

ended September 30, 2023 as compared to $235 for the three months ended September 30, 2022.

The increase in 2023 was attributable to

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

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

three months ended September 30, 2022.

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

share percentage payments to Property Partner hosts pursuant to their agreements.

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

ended September 30, 2022.

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

the upgrading of our network system compared to the same period in 2022.

and repairs and maintenance costs decreased by $242, or 30%, to $561 during the three months ended September 30, 2023 from $803 during

the three months ended September 30, 2022.

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

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

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

of product sales increased by $4,871, or 42%, from $11,731 for the three months ended March 31, 2023 as compared to $16,602 for the

three months ended March 31, 2024.

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

chargers and home residential chargers during the three months ended March 31, 2024 compared to the same period in 2023.

of charging services-company-owned charging stations (electricity reimbursements) decreased by $182, or 21%, to $705 for the three months

ended March 31, 2024 as compared to $887 for the three months ended March 31, 2023.

The decrease in 2024 was attributable to the mix

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

provider fees increased by $1,395, or 85%, to $3,042 during the three months ended March 31, 2024 as compared to $1,647 during the three

months ended March 31, 2023.

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

percentage payments to Property Partner hosts pursuant to their agreements.

costs increased by $152 or 35%, to $589 during the three months ended March 31, 2024 as compared to $437 during the three months ended

March 31, 2023.

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

of our network system compared to the same period in 2023.

and repairs and maintenance costs decreased by $343, or 36%, to $605 during the three months ended March 31, 2024 from $948 during the

three months ended March 31, 2023.

The decrease in 2024 was attributable to significant efforts expended to reduce the backlog in warranty

and repairs and maintenance cases in the prior year.

of car-sharing services was $862 during the three months ended March 31, 2024 as compared to $637 during the 2023 period.

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

2 unchanged sentences

Also contributing to the

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

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

three months ended September 30, 2022.

increase in costs for these services during the three months ended March 31, 2024 is $814 from Envoy, which was acquired in April 2023.

and amortization expense increased by $906, or 108%, to $1,744 for the three months ended March 31, 2024 as compared to $838 for the

three months ended March 31, 2023.

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

1 unchanged sentence

expense decreased by $7,752, or 34%, to $14,957 (consisting of approximately $14.0 million of cash compensation and benefits and approximately

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

Compensation expense was $17,605 (consisting of

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

months ended September 30, 2022.

$0.9 million of non-cash compensation) for the three months ended March 31, 2024.

Compensation expense was $22,709 (consisting of approximately

$7.8 million of cash compensation and benefits and approximately $14.9 million of non-cash compensation) for the three months ended March

The decrease in compensation expense for the three months ended March 31, 2024 compared to the same period in 2023 was primarily

related to decreases in personnel and compensation in executive, marketing, sales and operations departments as a result of the synergies

realized as a result of the integration of the acquisitions from 2022.

The decrease in compensation expense for the three months ended

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

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

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

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

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

for the three months ended September 30, 2022.

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

and other professional service expenditures of $2,168.

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

ended September 30, 2022.

The increase was primarily attributable to increases in insurance, software

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

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

to the same period in 2022.

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

2023 acquisition of Envoy.

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

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

During the three months ended September

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

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

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

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

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

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

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

ended September 30, 2022.

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

in gross profit.

Comprehensive Loss

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

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

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

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

ended September 30, 2022.

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

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

This increase was attributable

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

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

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

The increase is due to the increase in utilization of chargers

and an increased number of chargers on the Blink Networks.

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

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

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

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

increase of $1,688, or 355%.

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

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

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

estimated cost of existing backlog of known warranty cases.

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

Grant and rebates relating to equipment and the related installation are deferred and amortized in a manner consistent with

the depreciation expense of the related assets over their useful lives.

The decrease in revenue was primarily related to the timing of

the amortization of previous years’ state grants/rebates associated with the installation of chargers during the nine months September

30, 2023, and 2022.

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

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

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

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

Also contributing to the increase in revenues

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

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

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

September 30, 2023 compared to the same period in 2022.

We generate these credits from the electricity utilized by our electric car charging

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

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

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

of our installed charging stations.

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

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

There is a degree of variability in our costs in relationship

to our revenues from period to period, primarily due to:

reimbursements that are unique to those Property Partner host agreements which provide for such reimbursements;

share payments are predicated on the contractual obligation under the property partner agreement and the revenue generated by the

applicable chargers;

of charging stations sold is predicated on the mix of types of charging stations and parts sold during the period;

costs are fixed in nature based on the number of chargers connected to the telco network regardless of whether the charger generates

for excess and obsolete inventory;

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

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

the nine months ended September 30, 2023.

The increase was primarily due to the increase in product

sales of commercial chargers, DC fast chargers and home residential chargers during the nine months ended September 30, 2023 compared

to the same period in 2022.

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

months ended September 30, 2023 as compared to $769 for the nine months ended September 30, 2022.

The increase in 2023 was attributable

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

provider fees increased by $3,940, or 168%, to $6,285 during the nine months ended September 30, 2023 as compared to $2,345 during the

nine months ended September 30, 2022.

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

share percentage payments to Property Partner hosts pursuant to their agreements.

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

September 30, 2022.

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

of our network system compared to the same period in 2022.

and repairs and maintenance costs increased by $1,487, or 103%, to $2,924 during the nine months ended September 30, 2023 from $1,437

during the nine months ended September 30, 2022.

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

backlog in warranty and repairs and maintenance cases.

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

cost of existing backlog of known warranty cases.

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

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

These costs are from car-sharing subscription services

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

Also contributing

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

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

the nine months ended September 30, 2022.

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

stations and vehicles associated with the ride-share services.

expense increased by $38,324 or 102%, to $75,967 (consisting of approximately $55.4 million of cash compensation and benefits and approximately

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

Compensation expense was $37,643 (consisting of

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

ended September 30, 2022.

The increase in compensation expense for the nine months ended September

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

sales and operations departments as a result of the anticipated domestic and international growth of our company.

In addition, compensation

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

conjunction with the acquisition of Envoy in April 2023.

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

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

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

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

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

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

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

dated April 12, 2021.

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

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

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

for the nine months ended September 30, 2022.

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

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

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

of Envoy in 2023.

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

ended September 30, 2022.

The increase was primarily attributable to increases in insurance, software

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

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

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

Also contributing

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

The increase in

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

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

During the nine months ended September

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

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

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

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

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

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

ended September 30, 2022.

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

in gross profit.

March 31, 2024 compared to the same period in 2023 was partially offset due to compensation expense of $520 in conjunction with the acquisition

of Envoy in April 2023.

and administrative expenses decreased by $701, or 8%, to $7,777 for the three months ended March 31, 2024 as compared to $8,478 for

the three months ended March 31, 2023.

The decrease was primarily attributable to decreases in external consulting, software

licensing and investor/public relations expenditures of $1,054 partially offset by increases in accounting, legal, and other

professional service expenditures of $1,171.

Further, general and administrative expenses decreased due to a decrease in

amortization expense of $706.

operating expenses increased by $2,243 or 53%, to $6,438 for the three months ended March 31, 2024 from $4,195 for the three months

ended March 31, 2023.

The increase was primarily attributable to increases in software and website expenses, rent, hardware and

software development costs and property/use tax expenditures of $1,421.

Further, decreases in travel expenses of $222, partially

offset the increase in other operating expenses for three months ended March 31, 2024 compared to the same period in 2023.

contributing to the increase in other operating expenses were operating expenditures of $542 related to the acquisition of Envoy in

The Company recorded a loss on change in fair value of consideration payable

related to the Envoy acquisition of $1,700 in the 2024 period due to the change in the inputs to the probability-weighted discounted cash

There was no such amount recognized in the 2023 period.

recorded other income of $308 during the three months ended March 31, 2024 as compared to other income of $1,250 for the three

months ended March 31, 2023.

The change was primarily due a loss on foreign exchange of $30 in the 2024 period as compared to a gain on foreign exchange of

$1,807 in the 2023 period.

This was partially offset by an increase in dividend and interest income of $713 as compared to the 2023 period.

net loss for the three months ended March 31, 2024 decreased by $12,628, or 4 2 %, to $17,173 as compared to $29,801 for the three

months ended March 31, 2023.

The decrease was primarily attributable to an decrease in operating expenses, and an

increase in gross profit.

Comprehensive Loss

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

ended September 30, 2022 was $68,725.

total comprehensive loss for the three months ended March 31, 2024 was $18,410 whereas our total comprehensive loss for the three months

ended March 31, 2023 was $30,651.

and Capital Resources

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

September 30, 2023

March 31, 2024

December 31, 2023

1 unchanged sentence

Working Capital

the nine months ended September 30, 2023, we financed our activities from proceeds derived from equity financings occurring

in prior periods.

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

and personnel, office expenses and various consulting and professional fees.

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

Our cash use for

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

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

Our cash use for the nine months ended September 30, 2022 was primarily attributable to our net loss of $63,411, adjusted for net non-cash

expenses in the aggregate amount of $15,730, and $10,095 of cash used to fund changes in the levels of operating assets and liabilities.

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

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

of certain engineering costs.

During the nine months ended September 30, 2022, net cash used in investing activities was $54,225, of

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

of cash acquired), $2,230 was used to purchase charging stations and other fixed assets, $1,500 was used as a note receivable to a target,

and $797 was related to the payment of engineering costs that were capitalized.

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

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

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

During the nine months ended September 30, 2022, cash used in financing activities was $766, of which, $201 was provided by the exercise

of warrants and options, offset by $235 used to pay down our liability in connection with internal use software, $144 was used to pay

down our finance lease liability and $588 was used to pay down notes payable.

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

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

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

the three months ended March 31, 2024, we financed our activities from proceeds derived from equity financings occurring in prior periods.

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

office expenses and various consulting and professional fees.

the three months ended March 31, 2024 and 2023, we used cash of $21,476 and $24,177, respectively, in operations.

Our cash use for the

three months ended March 31, 2024 was primarily attributable to our net loss of $17,173 adjusted for net non-cash expenses in the aggregate

amount of $7,737, plus $12,040 of net cash used in changes in the levels of operating assets and liabilities.

Our cash use for the three

months ended March 31, 2023 was primarily attributable to our net loss of $29,801, adjusted for net non-cash expenses in the aggregate

amount of $11,915, and $6,291 of cash used to fund changes in the levels of operating assets and liabilities.

the three months ended March 31, 2024, net cash used in investing activities was $2,830 which was used to purchase charging stations

and other fixed assets.

During the three months ended March 31, 2023, net cash used in investing activities was $2,215, of which $1,665

was used to purchase charging stations and other fixed assets and $550 related to the capitalization of certain engineering costs.

the three months ended March 31, 2024, cash used in financing activities was $6,703, of which, $31,354 was used to pay down notes

payable, $169 was used to pay down our liability in connection with a finance lease and $250 was used to pay down our liability in

connection with internal use software, partially offset by $25,070 provided by offering proceeds related to the sale of common

During the three months ended March 31, 2023, cash provided by financing activities was $95,360, of which, $94,766 was

provided by offering proceeds related to the sale of common stock, $835 was provided by the exercise of options and warrants, offset

by $92 used to pay down our liability in connection with a finance lease and $149 used to pay down our liability in connection with

internal use software.

of March 31, 2024, we had cash and cash equivalents, working capital and an accumulated deficit of $93,4 58 , $130,506 and $554,896, respectively.

the three months ended March 31, 2024, we had a net loss of $17,173.

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

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to complete our EV development initiatives or attain profitable operations.

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

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

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

can be no assurances these strategies will be achieved.

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

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

Wainwright & Co., LLC and Roth Capital Partners, LLC (the

“Agents”) to conduct an “at-the-market” (ATM) equity offering program pursuant to which we may issue and

sell from time to time shares of our common stock, having an aggregate offering price of up to $250,000 through the Agents, as our

sales agents.

We currently anticipate using the net proceeds from the sale of our shares of common stock under the ATM program to

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

We also plan to use any

remaining proceeds we receive for working capital and other corporate purposes.

The amounts and timing of our use of the net

proceeds will depend on a number of factors, such as the timing and progress of our EV charging station deployment efforts, the

timing and progress of any partnering and collaboration efforts and technological advances.

During the nine months ended September

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

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

of approximately $36,528.

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

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

Obligations and Commitments

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

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

As of September 30, 2023, we had purchase

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

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

The purchase commitments were made primarily for future sales, deployments

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

12-24 months.

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

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

As of March 31, 2024, we

had purchase commitment of approximately $20,540, which will become payable upon the suppliers’ delivery of the charging

stations, services and other related items.

The purchase commitments were made primarily for future sales, deployments of charging

stations, inventory management planning and other related items, all of which are expected to be received during the next 12-24

we have operating and finance lease obligations over the next five years of approximately $11,067.

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Accounting Estimates

preparation of financial statements and related disclosures in conformity with U.S.

These accounting principles require us to make

estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the financial statements as

well as the reported amounts of revenue and expense during the periods presented.

We believe that the estimates and judgments upon which

it relies are reasonably based upon information available to us at the time that it makes these estimates and judgments.

To the extent

that there are material differences between these estimates and actual results, our financial results will be affected.

The accounting

policies that reflect our more significant estimates and judgments and which we believe are the most critical to aid in fully understanding

and evaluating our reported financial results are described below.

following is not intended to be a comprehensive list of all of our accounting policies or estimates.

Our accounting policies are more

fully described in Note 2 – Summary of Significant Accounting Policies, in our financial statements included elsewhere in this

quarterly report.

For a comprehensive list of our critical accounting estimates, refer to Part II, Item 7, Critical Accounting Estimates

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

There have been no material changes to our critical accounting

policies and estimates since the filing of our Annual Report on Form 10-K for the year ended December 31, 2022.

recognize revenue primarily from four different types of contracts:

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 point when a particular charging session

is completed.

fees and other – Represents a stand-ready obligation whereby the company is obligated to perform over a period of time

and, as a result, revenue is recognized on a straight-line basis over the contract term.

Network fees are billed annually

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

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

timing of the Company’s revenue recognition may differ from the timing of payment by its customers.

A receivable is recorded when

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

Alternatively, when payment precedes the

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

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 stations and their

installation are deferred and amortized in a manner consistent with the related depreciation expense of the related asset over their

useful lives over the useful life of the charging station.

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

The fair value amount of the shares expected to ultimately vest is then recognized over the period for which services are required

to be provided in exchange for the award, usually the vesting period.

The estimation of stock-based awards that will ultimately vest

requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as

a cumulative adjustment in the period that the estimates are revised.

We account for forfeitures as they occur.

preparation of financial statements and related disclosures are in conformity with U.S.

These accounting principles require us

to make estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the financial

statements, as well as the reported amounts of revenue and expense during the periods presented.

We believe that the estimates and

judgments upon which we rely are reasonable based upon information available to us at the time that we make these estimates and

To the extent that there are material differences between these estimates and actual results, our financial results will

The accounting policies that reflect our more significant estimates and judgments and which we believe are the most

critical to aid in fully understanding and evaluating our reported financial results are described below.

consider an accounting estimate to be critical if:

(i) the accounting estimate requires us to make assumptions about matters that were

highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from

period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact

on our financial condition or results of operations.

Management has identified certain critical accounting estimates which are

outlined below.

In addition, there are other items within our financial statements that require estimation but are

not deemed critical, as defined above.

Changes in estimates used in these and other items could have a material

impact on our financial statements.

significant accounting policies are more fully described in Note 2 – Summary of Significant Accounting Policies, in our

financial statements included elsewhere in this Quarterly Report.

follow the acquisition method of accounting to record identifiable assets acquired and liabilities assumed recognized in connection with

acquired businesses at their estimated fair value as of the date of acquisition.

Identifiable intangible assets from business combinations

are recognized at their estimated fair values as of the date of acquisition and consist of customer relationships, developed technology

and trade names.

Determination of the estimated fair value of identifiable intangible assets requires judgment.

The fair value of intangible

assets is estimated using the relief from royalty method for the acquired developed technology and trade names and the multi-period excess

earnings method for the acquired customer relationships.

The fair value of non-compete agreements is estimated using the discounted cash

flow approach.

All of these fair value methods are income-based valuation approaches, which require judgment to estimate appropriate

discount rates, royalty rates related to the developed technology and trade name intangible assets, revenue growth attributable to the

intangible assets and remaining useful lives.

Consideration

payable liability is estimated using a Monte Carlo simulation model to determine the probability

of achieving certain milestones.

In order to perform the fair value calculations the

following estimates are considered:

probability of an public offering and discount rates .

The fair value for consideration payable is reviewed

each quarter after the original valuation to determine if revised estimates are necessary.

assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not

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cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount.

account for income taxes pursuant to the asset and liability method of accounting for income taxes pursuant to FASB ASC 740, “Income

Taxes.” Deferred tax assets and liabilities are recognized for taxable temporary differences and operating loss carry forwards.

Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.

Deferred tax assets

are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred

tax assets will not be realized.

tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

determine if an arrangement is a lease at inception.

Operating leases are included in operating lease right-of-use (“ROU”)

assets and operating lease liabilities in our consolidated balance sheets.

assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease

payments arising from the lease.

Operating lease ROU assets and liabilities are recognized at commencement date based on the present

value of lease payments over the lease term.

As most of our leases do not provide an implicit rate, we use an incremental borrowing rate

based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date.

The operating lease ROU asset also includes any lease payments made and excludes lease incentives.

Our lease terms may include options

to extend or terminate the lease when it is reasonably certain that we will exercise that option.

Lease expense for lease payments is

recognized on a straight-line basis over the lease term.

Fair value is

determined using various valuation techniques including discounted cash flow models, quoted market values, and third-party independent

appraisals, as necessary.

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

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of goodwill allocated to the reporting unit.

The Company determines fair value through multiple valuation techniques and weights the

results accordingly.

The Company is required to make certain subjective and complex judgments in assessing whether an event of impairment

of goodwill has occurred, including assumptions and estimates used to determine the fair value of its reporting units.

The Company has

elected to perform its annual goodwill impairment review on November 1 of each year.

Issued Accounting Standards

a description of our recently issued accounting standards, see Note 2 – Summary of Significant Accounting Policies in Part 1, Item

1 of this Quarterly Report on Form 10-Q.

Company determines fair value through multiple valuation techniques including discounted cash flow models, quoted market values, and

third-party independent appraisals and weights the results accordingly.

The Company is required to make certain subjective and complex

judgments in assessing whether an event of impairment of goodwill has occurred, including assumptions and estimates used to determine

the fair value of its reporting units.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis