What changed in this filing

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Item 4. Controls and Procedures

2024-05-10 compared with 2023-11-13 · 21 added, 28 removed, 11 unchanged (82% of the section changed)

1 unchanged sentence

of Disclosure Controls and Procedures

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

of March 31, 2024, being the end of the period covered by this Report, our management conducted an evaluation, under the supervision

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

4 unchanged sentences

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

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

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

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

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

Based on that evaluation, our chief executive

officer and chief financial officer concluded that, as of March 31, 2024, our disclosure controls and procedures were not effective due

to the material weaknesses in our internal control over financial reporting as discussed in Item 9A.

Controls and Procedures –

in the Company’s Form 10-K for the fiscal year ended December 31, 2023, under the heading “Management’s Annual Report

on Internal Control Over Financial Reporting”.

on Effectiveness of Controls and Procedures

designing and evaluating the disclosure controls and procedures and internal control over financial reporting, 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.

In addition, the design of disclosure controls and procedures and internal control over financial reporting must

reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of

possible controls and procedures relative to their costs.

designing and evaluating the disclosure controls and procedures and internal control over financial reporting, 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.

In addition, the design of disclosure controls and procedures and internal control over financial reporting

must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits

of possible controls and procedures relative to their costs.

in Internal Control over Financial Reporting

During the quarter ended September

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

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

Furthermore, management continued to commit resources to the ongoing

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

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

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

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

Accordingly, management

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

impairment process.

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

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

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

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

During the quarter ended March 31, 2024, management continued to commit resources to the remediation of the

material weaknesses reported in the Company’s Form 10-K for the fiscal year ended December 31, 2023.

Furthermore, management continued

to commit resources to the ongoing evaluation of the internal control over financial reporting of its previously exempted subsidiary,

Envoy, which was acquired in April 2023.

Except for the above, there were no other changes in our internal control over financial reporting that occurred

during the quarter ended March 31, 2024, that materially affected, or are reasonably likely to materially affect, our internal control

over financial reporting.

II - OTHER INFORMATION

a description of our legal proceedings, see Note 9 – Commitments and Contingencies – Litigation and Disputes in Part 1, Item

1 of this Quarterly Report on Form 10-Q.

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

What changed 10-Q

Item 4. Controls and Procedures