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Item 1. Financial Statements

2025-11-07 compared with 2025-08-18 · 801 added, 585 removed, 353 unchanged (80% of the section changed)

Condensed Consolidated Balance Sheets

(in thousands, except for share and per

share amounts)

thousands, except for share amounts)

Current Assets:

Cash and cash equivalents

Cash and cash

Marketable securities

1 unchanged sentence

Inventory, net

Prepaid expenses and other current assets

expenses and other current assets

Total Current Assets

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Intangible assets, net

Liabilities and Stockholders’ Equity

Liabilities and Stockholders’

Current Liabilities:

Accounts payable

Accrued expenses and other current liabilities

Accrued expenses and other

current liabilities

Current portion of earn-out

Notes payable

Current portion of operating lease liabilities

Current portion of financing lease liabilities

Current portion of deferred revenue

Notes payable- related

Notes payable

Current portion of operating

lease liabilities

Current portion of financing

lease liabilities

portion of deferred revenue

Total Current Liabilities

Consideration payable

Consideration payable, non-current portion

Earn-out liabilities, non-current portion

Operating lease liabilities, non-current portion

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Other liabilities

Total Liabilities

Commitments and contingencies (Note 10)

Stockholders’ Equity:

Preferred stock, $ 0.001 par value, 40,000,000 shares authorized, 0 shares issued and outstanding as of June 30, 2025 and

December 31, 2024 , respectively

Common stock, $ 0.001 par value, 500,000,000 shares authorized, 103,100,485 and 101,970,907 shares issued and outstanding as of

June 30, 2025 and December 31, 2024, respectively

Preferred stock, $ 0.001

par value, 40,000,000

shares authorized, 0

shares issued and outstanding as of September 30, 2025 and December 31, 2024

Common stock, $ 0.001 par value, 500,000,000

shares authorized, 114,414,147 and 101,970,907 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

Accumulated other comprehensive loss

Accumulated deficit

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

Accumulated other comprehensive

income (loss)

Stockholders’ Equity

Liabilities and Stockholders’ Equity

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

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thousands except for share and per share amounts)

For The Three Months Ended

For The Six Months Ended

For The Three

Product sales

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Car-sharing services

Total Revenues

Cost of Revenues:

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Network costs

Warranty and repairs and maintenance

Warranty and repairs and

Car-sharing services

Depreciation and amortization

Total Cost of Revenues

and amortization

Cost of Revenues

Operating Expenses:

General and administrative expenses

General and administrative

Other operating expenses

Change in fair value of consideration payable

Total Operating Expenses

Loss From Operations

Change in fair value of

consideration payable and gain on settlement (Note 9)

Impairment of goodwill

Operating Expenses

From Operations

Other Income (Expense):

Interest income (expense)

Change in fair value of derivative and other accrued liabilities

Dividend and interest income

Total Other Income

Gain on extinguishment

of notes payable

Change in fair value of

derivatives and other accrued liabilities

Other income (expense)

and interest income

Other Income, Net

Loss Before Income Taxes

Provision for income taxes

$ ( 124,447 )

benefit for income taxes

$ ( 124,621 )

Net Loss Per Share:

Weighted Average Number of Common Shares Outstanding:

Weighted Average Number of Common Shares

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

Condensed Consolidated Statements of Comprehensive Loss

(in thousands, except

for share and per share amounts)

For the Three Months Ended

For the Six Months Ended

Other Comprehensive (Loss) Income:

Cumulative translation adjustments

Total Comprehensive Loss

Condensed Consolidated Statements of Comprehensive Income (Loss)

For the Three

$ ( 124,621 )

Other Comprehensive Income:

currency translation adjustments

Total Comprehensive

Income (Loss)

$ ( 123,659 )

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

Condensed Consolidated Statements of Changes in Stockholders’ Equity

the Three and Six Months Ended June 30, 2025

(in thousands, except for share amounts)

Condensed Consolidated Statement of Changes in Stockholders’ Equity

the Three and Nine Months Ended September 30, 2025

thousands except for share amounts)

Comprehensive

Stockholders’

Balance - January

January 1, 2025

$ ( 735,855 )

Common stock issued in public

offering, net of issuance costs [1]

Common stock issued in public offering, net

of issuance costs [1]

Stock-based compensation

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Other comprehensive loss

- June 30, 2025

Balance - June 30, 2025

$ ( 788,521 )

Stock-based compensation

Common stock and warrants issued in satisfaction

of consideration payable

Common stock issued as purchase consideration

Other comprehensive income

Balance - September

$ ( 788,607 )

[1] Includes gross

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

Condensed Consolidated Statements of Changes in Stockholders’ Equity

the Three and Six Months Ended June 30, 2024

(in thousands, except for share amounts)

Accumulated Other

Condensed Consolidated Statement of Changes in Stockholders’ Equity

the Three and Nine Months Ended September 30, 2024

thousands except for share amounts)

Comprehensive

Stockholders’

Income/(Loss)

Balance - January 1, 2024

January 1, 2024

$ ( 537,723 )

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

Common stock issued in public offering, net

of issuance costs [1]

Stock-based compensation

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$ ( 554,896 )

Stock-based compensation

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$ ( 574,955 )

Stock-based compensation

Other comprehensive income

Balance - September

$ ( 662,344 )

[1] Includes gross

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Condensed Consolidated Statements of Cash Flows

(in thousands)

For The Six Months Ended

Cash Flows From Operating Activities:

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

Cash Flows From Operating

$ ( 124,621 )

Adjustments to reconcile

net loss to net cash used in operating activities:

Depreciation and amortization

Non-cash lease expense

Loss on disposal of fixed assets

Change in fair value of derivative and other accrued liabilities

Change in fair value of consideration payable

Provision for slow moving and obsolete inventory

Non-cash gain on lease

Loss on disposal of property

and equipment

Change in fair value of

derivative and other accrued liabilities

Change in fair value of

consideration payable and gain on settlement (Note 9)

Provision for slow moving

and obsolete inventory

Provision for credit losses

Gain on extinguishment

of notes payable

Impairment of goodwill

Stock-based compensation

Changes in operating assets and liabilities:

Changes in operating assets

and liabilities:

Accounts receivable

Prepaid expenses and other current assets

Accounts payable and accrued expenses

Prepaid expenses and other

current assets

Accounts payable and accrued

expenses and other current liabilities

Other liabilities

Lease liabilities

Deferred revenue

Total Adjustments

Net Cash Used In Operating Activities

Cash Flows From Investing Activities:

Proceeds from sale of marketable securities

Proceeds from sale of equity method investment

Purchase of marketable securities

Capitalization of engineering costs

Purchases of property and equipment

Net Cash Provided By (Used In) Investing

Cash Flows From Financing Activities:

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

Cash Used In Operating Activities

Cash Flows From Investing

Proceeds from sale of marketable

Proceeds from sale of equity

method investment

Purchase consideration

of Zemetric, net of cash acquired

Purchase of marketable

Capitalization of engineering

Proceeds from government grants

of property and equipment

Cash Provided By (Used In) Investing Activities

Cash Flows From Financing

Proceeds from sale of common

stock in public offering, net [1]

Repayment of note payable

Repayment of financing liability in connection with finance lease

Payment of financing liability in connection with internal use software

Net Cash Provided By (Used In) Financing Activities

Effect of Exchange Rate Changes on Cash and

Cash Equivalents and Restricted Cash

Net Decrease In Cash and Cash Equivalents and Restricted Cash

Cash and Cash Equivalents and Restricted Cash - Beginning of Period

Cash and Cash Equivalents and Restricted Cash - End of Period

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

Repayment of financing

liability in connection with finance lease

of financing liability in connection with internal use software

Cash Provided By (Used In) Financing Activities

of Exchange Rate Changes on Cash and Cash Equivalents and Restricted Cash

Decrease In Cash and Cash Equivalents and Restricted Cash

and Cash Equivalents and Restricted Cash - Beginning of Period

and Cash Equivalents and Restricted Cash - End of Period

Cash and cash equivalents and restricted cash

consisted of the following:

Cash and cash equivalents

Restricted cash

Cash and cash equivalents

and restricted cash

the six months ended June 30, 2025, includes gross proceeds of $ 909 , less issuance costs of $ 18 .

the six months ended June 30, 2024, includes gross proceeds of $ 25,651 , less issuance costs of $ 581 .

[1] For the nine months

ended September 30, 2025, includes gross proceeds of $ 909 , less issuance costs of $ 18 .

[1] For the nine months ended

September 30, 2024, includes gross proceeds of $ 25,651 , less issuance costs of $ 581 .

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

Condensed Consolidated Statements of Cash Flows -- Continued

(in thousands)

For The Six Months Ended

Supplemental Disclosures of Cash Flow Information:

Cash paid during the period for:

Non-cash investing and financing activities:

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

Property and equipment obtained in exchange for finance lease obligations

Common stock issuance, net

Transfer of inventory to property and equipment

Supplemental Disclosures

of Cash Flow Information:

Cash paid during the period

Non-cash investing and

financing activities:

Right-of-use assets obtained

in exchange for lease obligations

Right-of-use assets derecognized

in connection with lease termination

Property and equipment

obtained in exchange for finance lease obligations

Common stock and warrants

issued in satisfaction of consideration payable

Common stock issued as

purchase consideration of Zemetric

Common stock obligation incurred as purchase consideration of Zemetric

Earn-out liabilities incurred

as purchase consideration of Zemetric

Common stock issuance,

Transfer of inventory to

property and equipment

Proceeds to be received from government grants

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

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BUSINESS ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION

and Operations

Charging Co., through its wholly-owned subsidiaries (collectively, the “Company” or “Blink”), is a leading owner, operator and provider of electric vehicle (“EV”) charging equipment and networked EV charging services in the rapidly

ORGANIZATION AND OPERATIONS

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

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

and international markets for EVs.

Blink offers residential and commercial EV charging equipment and services, enabling

EV drivers to recharge at various location types.

Blink’s principal line of products and services is its nationwide Blink EV charging

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

Blink offers residential and commercial EV charging equipment and services, enabling EV drivers

to recharge at various location types.

Blink’s principal line of products and services is its nationwide Blink EV charging networks

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

and other EV-related services.

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

wholly owned subsidiary, Envoy Technologies, Inc.

(“Envoy”), filed a registration statement on Form S-1 dated February 11, 2025 to register shares in connection with its contemplated initial public offering as well as the issuance of shares

to its former shareholders in connection with Blink’s acquisition of Envoy.

March 10, 2025, the Company’s indirect wholly owned subsidiary, Envoy Technologies, Inc.

August 4, 2025, the Company’s wholly owned subsidiary, Envoy Technologies, Inc.

(“Envoy Technologies”), entered

into Amendment No.

1 (the “Amendment”) to the Agreement and Plan of Merger, dated as of April 18, 2023 (the “Merger

Agreement”), by and among the Company, Envoy Mobility, Inc.

(formerly Blink Mobility, LLC), Envoy Technologies and Fortis Advisors

LLC, as equityholders’ agent.

The Amendment extended the date by which Envoy Technologies would need to complete an underwritten

initial public offering by 45 days (to June 2, 2025 from April 18, 2025) to issue shares of Envoy Technologies common stock

to the former shareholders of Envoy Technologies under the terms of the Merger Agreement.

In consideration for the extension, the value

of the Envoy Technologies shares of common stock to be issued to the former shareholders of Envoy Technologies was increased to $ 23,000

from $ 22,500 .

April 4, 2025, Envoy Technologies entered into Amendment No.

2 (the “Second Amendment”) to the Agreement and Plan of

Merger, dated as of April 18, 2023, by and among the Company, Envoy Mobility, Inc.

(formerly Blink Mobility, LLC), Envoy

Technologies and Fortis Advisors LLC, as equityholders’ agent.

The Second Amendment extended the date by which Envoy

Technologies would need to complete a direct listing by 45 days (to June 2, 2025 from April 18, 2025) in order to issue shares of

Envoy Technologies common stock to the former shareholders of Envoy Technologies under the terms of the Merger Agreement, provided

that such direct listing is consummated on either the New York Stock Exchange or The Nasdaq Capital Market, Global Select Market or

Global Market.

Additionally, it was agreed that, in the event of a direct listing on either the New York Stock Exchange or The

Nasdaq Capital Market, Global Select Market or Global Market, the shares of common stock of Envoy Technologies to be listed shall

include the shares issuable to the former shareholders of Envoy Technologies pursuant to the Merger Agreement.

On May 16, 2025, Envoy Technologies entered into

Amendment No.

3 (the “ Third Amendment”) to the Agreement and Plan of Merger, dated as of April 18, 2023, by and among

the Company, Envoy Mobility, Inc.

(formerly Blink Mobility, LLC), Envoy Technologies and Fortis Advisors LLC, as

equityholders’ agent.

The Third Amendment further extended the date by which Envoy Technologies would need to complete either

a direct listing or an underwritten initial public offering, in either case, to September 2, 2025 (from April 18, 2025) in order to

issue shares of Envoy Technologies common stock to the former shareholders of Envoy Technologies under the terms of the Merger

The extension in respect of the direct listing still applies only to a direct listing consummated on either the New York

Stock Exchange or The Nasdaq Capital Market, Global Select Market or Global Market.

In consideration for the extension, the value of

Envoy Technologies’ shares of common stock to be issued to the former shareholders of Envoy Technologies was increased to

See Note 11 – Subsequent Events

for additional information.

of Presentation

accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles

generally accepted in the United States of America (“U.S.

GAAP”) for interim financial information and with the

instructions to Form 10-Q and Article 8 of Regulation S-X.

Accordingly, they do not include all of the information and disclosures

required by U.S.

GAAP for complete financial statements.

In the opinion of management, such statements include all adjustments

(consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed consolidated

financial statements of the Company as of June 30, 2025 and for the three and six months then ended.

The results of operations for

the three and six months ended June 30, 2025 are not necessarily indicative of the operating results for the full year ending

December 31, 2025 or any other period.

These unaudited condensed consolidated financial statements should be read in conjunction

with the audited consolidated financial statements and related disclosures of the Company as of December 31, 2024 and for the year

then ended, which were filed with the Securities and Exchange Commission (“SEC”) on April 9, 2025 as part of the

Company’s Annual Report on Form 10-K.

4 (the “Fourth Amendment”) to the Agreement and Plan of Merger, dated as of April 18, 2023, with the

Company, Envoy Technologies, Envoy Mobility, Inc.

(“Mobility” and formerly Blink Mobility, LLC) and Fortis Advisors LLC,

as equityholders’ agent (as previously amended, the “Merger Agreement”).

Pursuant to the Fourth Amendment, the

sole remaining payment obligation to the former shareholders of Envoy Technologies was fully satisfied, and the Company and Mobility

were released from all claims and liabilities relating to such obligation, with the issuance of (x) $ 10,000

in shares of Company common stock, valued based on the volume-weighted average trading price for the 25 trading days preceding the

issuance date, and (y) warrants exercisable for shares of Company common stock with an aggregate value of $ 11,000 ,

divided into three tranches with vesting conditions based on specific stock price achievements.

During the three months ended

September 30, 2025, the Company issued an aggregate of 9,696,882

shares of the Company’s common stock and issued warrants to purchase an aggregate of 3,898,177

shares of Company common stock in full satisfaction of the consideration payable to the former shareholders of Envoy Technologies.

See Note 5 - Stockholders’ Equity for additional information.

The former shareholders of Envoy Technologies were granted

registration rights for shares of Company common stock initially issued and those issuable pursuant to the exercise of warrants.

See Note 13- Subsequent Events for additional information.

BASIS OF PRESENTATION

accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally

accepted in the United States of America (“U.S.

GAAP”) for interim financial information and with the instructions to Form

10-Q and Article 8 of Regulation S-X.

Accordingly, they do not include all of the information and disclosures required by U.S.

complete financial statements.

In the opinion of management, such statements include all adjustments (consisting only of normal recurring

items) which are considered necessary for a fair presentation of the condensed consolidated financial statements of the Company as of

September 30, 2025 and for the three and nine months then ended.

The results of operations for the three and nine months ended September

30, 2025 are not necessarily indicative of the operating results for the full year ending December 31, 2025 or any other period.

unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements

and related disclosures of the Company as of December 31, 2024 and for the year then ended, which were filed with the Securities and

Exchange Commission (“SEC”) on April 9, 2025 as part of the Company’s Annual Report on Form 10-K.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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policies, except as disclosed in this note.

of June 30, 2025, the Company had cash and cash equivalents of $ 25,318 and

working capital of $ 40,491 .

During the three and six months ended June 30, 2025, the Company incurred a net loss of $ 31,959 and

respectively.

During the six months ended June 30, 2025, the Company used cash in operating activities of $ 28,524 .

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

Absent a near-term

capital infusion or significant improvement in cash flow provided by operations, the Company expects that its current cash and net

working capital resources will be insufficient to fund future operations, and the need for additional funding to support its planned

operations raises substantial doubt regarding the Company’s ability to continue as a going concern for a period of at least

one year from the time the condensed consolidated financial statements are issued.

of September 30, 2025, the Company had cash and cash equivalents of $ 23,110 and working capital of $ 36,572 .

During the three and nine

months ended September 30, 2025, the Company incurred a net loss of $ 86 and $ 52,752 , respectively.

During the nine months ended September

30, 2025, the Company used cash in operating activities of $ 31,540 .

The Company’s total comprehensive income of $ 6,707 for the three months ended September 30, 2025 was the result

of non-cash foreign currency translation adjustments.

The Company has not yet achieved profitability and expects to continue

to incur cash outflows from operations.

Absent a near-term capital infusion or significant improvement in cash flow provided by operations,

the Company expects that its current cash and net working capital resources will be insufficient to fund future operations, and the need

for additional funding to support its planned operations raises substantial doubt regarding the Company’s ability to continue as

a going concern for a period of at least one year from the time the condensed consolidated financial statements are issued.

Historically,

the Company has been able to raise funds to support its business operations.

During the six months ended June 30, 2025, the Company sold

an aggregate of 681,330 shares of common stock under an “at-the-market” equity offering program for aggregate gross proceeds

of $ 909 , less issuance costs of $ 18 , which were recorded as a reduction to additional paid-in capital.

The Company is required to file

a Form S-1 to issue new equity and raise proceeds in the future.

is actively evaluating strategic alternatives, including additional cost-reduction initiatives,

asset sales, and potential restructuring or fundraising opportunities.

However, there can

be no assurance that any of these efforts will result in additional liquidity or resolve

the Company’s current financial challenges.

There is also no assurance that the amount

of funds the Company might raise will enable the Company to complete its development initiatives

or attain profitable operations.

Lastly, there can be no assurances that these other initiatives

will be achieved.

Therefore, the Company has concluded that management’s plans do not

alleviate the substantial doubt about Company’s ability to continue as a going concern

beyond one year from the date the condensed consolidated financial statements are issued.

The accompanying condensed consolidated financial statements do not include any adjustments

relating to the recoverability and classification of assets and their carrying amounts, or

the amounts and classification of liabilities that might result from the outcome of this

Company had equity securities of $ 0 and $ 13,630 as of June 30, 2025 and December 31, 2024, respectively.

These securities consist primarily

of mutual funds and were used for working capital needs.

Company determines the appropriate classification of its marketable securities at the time of purchase and re-evaluates such

classification as of each balance sheet date.

The Company carries all “available-for-sale securities” at fair value,

with unrealized gains and losses, net of tax, reported in stockholders’ equity until disposition or maturity.

carries all “trading securities” at fair value, with unrealized gains and losses, recorded in other income in the

Company’s condensed consolidated statements of operations.

The cost of securities sold is based on the specific-identification

The marketable securities were all classified as trading as of December 31, 2024.

Marketable securities are stated at fair

below table provides supplemental information related to marketable securities:

During the nine months ended September 30, 2025, the Company

sold an aggregate of 681,330 shares of common stock under an “at-the-market” equity offering program for aggregate gross

proceeds of $ 909 , less issuance costs of $ 18 , which were recorded as a reduction to additional paid-in capital.

The Company is required

to file a Form S-1 to issue new equity and raise proceeds in the future.

is actively evaluating strategic alternatives, including additional cost-reduction initiatives, asset sales, and potential

restructuring or fundraising opportunities.

However, there can be no assurance that any of these efforts will result in additional

liquidity or resolve the Company’s current financial challenges.

There is also no assurance that the amount of funds the

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

Lastly, there

can be no assurances that these other initiatives will be achieved.

Therefore, the Company has concluded that management’s

plans do not alleviate the substantial doubt about the Company’s ability to continue as a going concern beyond one year from

the date the condensed consolidated financial statements are issued.

The accompanying condensed consolidated financial statements do

not include any adjustments relating to the recoverability and classification of assets and their carrying amounts, or the amounts

and classification of liabilities that might result from the outcome of this uncertainty.

Company had equity securities of $ 0 and

$ 13,630 as of September 30, 2025 and December 31, 2024, respectively.

These securities consist primarily of mutual funds and were used

for working capital needs.

Company determines the appropriate classification of its marketable securities at the time of purchase and re-evaluates such classification

as of each balance sheet date.

The Company carries all “available-for-sale securities” at fair value, with unrealized gains

and losses, net of tax, reported in stockholders’ equity until disposition or maturity.

The Company carries all “trading

securities” at fair value, with unrealized gains and losses, recorded in other income in the Company’s condensed consolidated

statements of operations.

The cost of securities sold is based on the specific-identification method.

The marketable securities were

all classified as trading as of December 31, 2024.

Marketable securities are stated at fair value.

following table provides supplemental information related to marketable securities:

SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO MARKETABLE SECURITIES

For the Three Months Ended

For the Six Months Ended

Net gains recognized during the period on trading securities

net gains recognized during the period on trading securities sold during the period

Unrealized gains recognized during the reporting period on trading securities still held at the reporting date

of June 30, 2025, the Company’s inventory was comprised of $ 20,029

of finished goods that were available

for sale and $ 12,677 of

raw material and work in process.

As of December 31, 2024, the Company’s inventory was comprised of $ 18,659

of finished goods that were available

for sale and $ 19,621 of

the Three Months Ended

the Nine Months Ended

Net gains recognized

during the period on trading securities

net gains recognized

during the period on trading securities sold during the period

Unrealized gains recognized

during the reporting period on trading securities still held at the reporting date

of September 30, 2025, the Company’s inventory was comprised of $ 17,219

of finished goods that were available for sale and $ 14,208 of

raw material and work in process.

As of June 30, 2025 and December 31, 2024, the Company’s reserve for slow-moving or excess inventory

was $ 4,129 and $ 3,129 , respectively.

As of December 31, 2024, the Company’s inventory was comprised of $ 18,659 of finished goods that

were available for sale and $ 19,621 of raw material and work in process.

As of September 30, 2025 and December 31, 2024, the Company’s

reserve for slow-moving or excess inventory was $ 4,129 and $ 3,129 , respectively.

AND EQUIPMENT

the three and nine months ended September 30, 2025, the Company recorded a (gain) loss

on disposal of property and equipment of $ ( 50 )

and $ 5,712 ,

respectively.

The write-offs during the nine months ended September 30, 2025 were comprised of the following:

(i) certain installed

chargers that were determined to be not performing to specifications of $ 4,092

and (ii) the write-off of older, incomplete charger deployment projects of $ 1,620 .

the three and nine months ended September 30, 2024, the Company recorded a loss on disposal

of property and equipment of $ 559 and $ 598 , respectively.

The loss on disposals during the 2024 period were due to the normal course

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

AND EQUIPMENT

During the three and six

months ended June 30, 2025, the Company recorded loss on disposals of $ 5,588 and $ 5,762 , respectively.

The write-offs were comprised of

the following:

Certain installed chargers that were determined to be not performing to specifications of $ 4,030 and the write-off of older,

incomplete charger deployment projects of $ 1,732 .

During the three and six

months ended June 30, 2024, the Company recorded a net loss on disposals of $ 71 and $ 39 , respectively.

The loss on disposals during the

2024 period were due to the normal course of business.

CURRENCY TRANSLATION

Cumulative translation

adjustments attributable to foreign exchange were $ ( 679 )

and $ ( 400 )

for the three months ended June 30, 2025 and 2024, respectively.

Cumulative translation adjustments attributable to foreign exchange

were $ 2,072 and $ ( 1,637 )

for the six months ended June 30, 2025 and 2024, respectively.

Foreign currency transactions losses were $ 1,522 and $ 1,781

during the three and six months ended June 30, 2025, respectively.

Foreign currency transactions losses were $ 15 and $ 45

during the three and six months ended June 30, 2024, respectively.

Foreign currency transactions gains and losses are

included within general and administrative expenses on the condensed consolidated statements of operations.

adjustments attributable to foreign exchange were $ 6,793 and $ 2,599 for the three months ended September 30, 2025 and 2024, respectively.

Translation adjustments attributable to foreign exchange were $ 8,865 and $ 962 for the nine months ended September 30, 2025 and 2024,

respectively.

currency transactions gains (losses) were $ 641 and $ ( 1,140 ) during the three and nine months ended September 30, 2025, respectively.

Foreign currency transactions losses were $ 144 and $ 925 during the three and nine months ended September 30, 2024, respectively.

currency transactions gains and losses are included within general and administrative expenses on the condensed consolidated statements

of operations.

Company recognizes revenue primarily from the following:

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Network fees are billed annually.

– Extended warranties represent 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.

The Company also sells third-party

warranties which are recorded at the point in time of sale.

Furthermore, standard warranties are generally not accounted for as

separate performance obligations as warranties do not provide a service in addition to the assurance that the charging stations will

function as expected.

Warranty – Extended warranties represent 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.

The Company also sells third-party warranties

which are recorded at the point in time of sale.

Furthermore, standard warranties are generally not accounted for as separate performance

obligations as warranties do not provide a service in addition to the assurance that the charging stations will function as expected.

Grant and fees rebate – Grants and rebates related to EV charging stations and their installation are deferred and recognized

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SCHEDULE OF REVENUE RECOGNITION

For The Three Months Ended

For The Six Months Ended

The Three Months Ended

The Nine Months Ended

- Recognized at a Point in Time

service revenue

Revenues - Recognized at a Point in Time

Product sales

Charging service revenue

Total Revenues - Recognized at a Point in Time

- Recognized Over a Period of Time:

Revenues - Recognized Over a Period of Time

Total Revenues - Recognized Over a Period of Time

and fees rebate

Revenues - Other

Car-sharing services

Grant and fees rebate

Total Revenues - Other

Total Revenue

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

RECOGNITION – CONTINUED

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

SCHEDULE OF REVENUE RECOGNITION BY GEOGRAPHICAL AREA

For The Three Months Ended

For The Six Months Ended

Revenues by Geographical Area

The Three Months Ended

The Nine Months Ended

by Geographical Area

International

Total Revenue

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

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revenue recognized on the contract.

of June 30, 2025, the Company had $ 28,966 related to contract liabilities where performance obligations have not yet been satisfied,

which has been included within deferred revenue on the condensed consolidated balance sheet as of June 30, 2025.

The Company expects

to satisfy $ 19,153 of its remaining performance obligations for network fees, warranty revenue, product sales, and other and recognize

the revenue within the next twelve months.

of September 30, 2025, the Company had $ 23,892 related to contract liabilities where performance

obligations have not yet been satisfied, which has been included within deferred revenue on the condensed consolidated balance sheet

as of September 30, 2025.

The Company expects to satisfy $ 16,578 of its remaining performance

obligations for network fees, warranty revenue, product sales, and other and recognize the revenue within the next twelve months.

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

the expected amortization period is one year or less.

During the three and six months ended June 30, 2025 and 2024, there was no

revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods as specified by ASC

606-10-50-12A.

the three and six months ended June 30, 2025, the Company recognized $ 2,529 and $ 5,390 of revenues, respectively, related to network fees

and warranty contracts, which were included in deferred revenues as of December 31, 2024.

During the three and six months ended June

30, 2025, there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods.

rebates and alternative fuel credits pertaining to revenues and periodic expenses which are accounted for by analogy to International Accounting Standard (“IAS”) 20, Accounting for Government Grants

and Disclosure of Government Assistance 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.

the three months ended June 30, 2025 and 2024, the Company recorded $ 32

respectively, related to grant and rebate revenue.

During the six months ended June 30, 2025 and 2024, the Company recorded $ 192

respectively, related to grant and rebate revenue.

During the three months ended June 30, 2025 and 2024, the Company recognized $ 303

respectively, of revenue related to alternative fuel credits.

During the six months ended June 30, 2025 and 2024, the Company recognized $ 351

respectively, of revenue related to alternative fuel credits.

During the three and nine months ended September 30, 2025 and 2024, there was no revenue

recognized from performance obligations satisfied (or partially satisfied) in previous periods as specified by ASC 606-10-50-12A.

the three and nine months ended September 30, 2025, the Company recognized $ 1,837 and

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

rebates and alternative fuel credits pertaining to revenues and periodic expenses which are accounted for by analogy to International

Accounting Standard (“IAS”) 20, Accounting for Government Grants and Disclosure of Government Assistance 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.

the three months ended September 30, 2025 and 2024, the Company recorded $ 59 and $ 982 , respectively,

related to grant and rebate revenue.

During the nine months ended September 30, 2025 and

2024, the Company recorded $ 251 and $ 1,617 , respectively, related to grant and rebate revenue.

During the three months ended September

30, 2025 and 2024, the Company recognized $ 92 and $ 117 , respectively, of revenue related to alternative fuel credits.

During the nine

months ended September 30, 2025 and 2024, the Company recognized $ 443 and $ 168 , respectively,

of revenue related to alternative fuel credits.

services relate to revenues and expenses from electric vehicle-sharing and electric vehicle charging services provided to apartments,

14 unchanged sentences

Company is unsure of when the customer will return the vehicles.

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

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

The Company’s vehicles

are generally rented for short periods of time (generally a few hours).

Lessees do not provide residual value guarantees on rented

The Company’s vehicles are typically rented for the majority of the time that the Company owns or leases the

underlying vehicle.

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

return of the vehicle and, therefore, cannot provide a maturity analysis of future lease payments.

The Company’s vehicles are generally

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

Lessees do not provide residual value guarantees on rented vehicles.

The Company’s

vehicles are typically rented for the majority of the time that the Company owns or leases the underlying vehicle.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

For the Three and Six Months Ended

the Three and Nine Months Ended

Restricted stock units

Total potentially dilutive shares

Total potentially dilutive

CONCENTRATIONS

As of June 30, 2025, accounts payable to one significant vendor represented 11 % of total accounts

During the three months ended June 30, 2024, sales

to a significant customer represented 16 % of total revenue.

During the six months ended June 30, 2024, sales to

a significant customer represented 20 % of total revenue.

There were no revenue concentrations during the three and six months ended

June 30, 2025.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except for share and per share amounts)

of September 30, 2025, accounts payable to one significant vendor represented 12 % of total

accounts payable.

the three months ended September 30, 2024, sales to a significant customer represented 10 %

of total revenue.

were no revenue concentrations during the three and nine months ended September 30, 2025

and no revenue concentrations for the nine months ended September 30, 2024.

RECLASSIFICATIONS

Certain prior year balances have

been reclassified in order to conform to current period presentation.

These reclassifications have no effect on previously reported

results of operations or loss per share.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

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

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures, which requires

enhanced income tax disclosures that reflect how operations and related tax risks, as well as how tax planning and operational

opportunities, affect the tax rate and prospects for future cash flows.

This standard is effective for the Company’s annual

reporting beginning January 1, 2025 with early adoption permitted.

The Company does not believe the adoption of this ASU will have a

material impact, however, additional disclosures will be included in the Company’s Annual Report on Form 10-K for the year

ended December 31, 2025 and interim reporting periods beginning January 1, 2026.

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures, which requires enhanced

income tax disclosures that reflect how operations and related tax risks, as well as how tax planning and operational opportunities,

affect the tax rate and prospects for future cash flows.

This standard is effective for the Company’s annual reporting beginning

January 1, 2025 with early adoption permitted.

While the Company does not believe the adoption will have a material impact.

additional disclosures will be included in the Company’s Annual Report on Form 10-K for the year ending December 31, 2025 and interim

reporting periods beginning January 1, 2026.

November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic

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Company is currently evaluating the effects of adopting this new accounting guidance.

September 2025, the FASB issued ASU 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.” This ASU modernizes the accounting guidance for internal-use

software by eliminating the previous project-stage model and replacing it with a “probable-to-complete” threshold.

relocates and supersedes the guidance for website development costs (previously in Subtopic 350-50) into Subtopic 350-40, and requires

entities to apply the presentation and disclosure requirements in Subtopic 360-10 to capitalized internal-use software costs regardless

of how those costs are presented in the financial statements.

The amendments are effective for all entities for annual reporting periods

beginning after December 15, 2027, and interim reporting periods within those fiscal years, with early adoption permitted (provided the

entity’s financial statements for that interim or annual period have not yet been issued or made available for issuance).

is currently assessing the impact that adoption of this new accounting guidance will have on its condensed consolidated financial statements

and footnote disclosures.

September 2025, the FASB issued ASU 2025-07 , “Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers

Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer.” This

ASU refines the scope of Topic 815 to exclude certain contracts whose underlyings are based on operations or activities specific to one

of the parties, rather than on general market variables, and clarifies the accounting for share-based noncash consideration received

from a customer under Topic 606.

The amendments specify that an entity should apply the revenue guidance to share-based consideration

until the right to receive or retain that consideration becomes unconditional, at which point subsequent changes in fair value are recognized

outside of revenue.

The Company is currently assessing the impact that adoption of this new accounting guidance will have on its condensed

consolidated financial statements and footnote disclosures.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

BUSINESS COMBINATION

July 7, 2025, Blink Charging Co.

entered into a Stock Purchase Agreement (“SPA”) with the shareholders of Zemetric, Inc.

(“Zemetric”), a Delaware corporation.

Under the terms of the SPA, Blink acquired 100 % of the issued and outstanding shares

of common stock of Zemetric, thereby obtaining control of Zemetric and its subsidiaries, Zemetric EV Solutions Private Limited and Evy

Energy Private Limited, both organized under the laws of India.

the terms of the SPA, the aggregate acquisition consideration totaled approximately $ 3,595 , comprised of:

(i) $ 250 in cash paid at closing;

(ii) 1,462,841 shares of the Company’s common stock with an aggregate fair value of $ 1,151 (“Common Stock Consideration”),

and (iii) an earn-out payment in the form of additional shares of the Company’s common stock with an aggregate value up to $ 3,438 ,

contingent upon the achievement of specified milestones pursuant to the SPA.

Additionally, in the event a milestone is met, the Company may elect to settle that obligation in cash or a combination

of cash and common stock.

No portion of the earn-out shares shall be payable unless the applicable milestone is met and any underachievement

shall reduce the corresponding earn-out proportionally.

In the event the milestones exceed 100% of the specified targets, the Company

agrees to issue additional shares capped at a maximum of 100% or $ 3,438 .

As of September 30, 2025, 61,598 shares of common stock

issuable in connection with the Common Stock Consideration have not been issued.

The Company has accrued for this obligation of September

See Note 4 - Accrued Expenses for additional details.

earn-out is contingent upon the achievement of certain revenue, gross profit, operational and performance targets over the 18-month period

following the closing date.

The earn-out is classified as a liability because it may be settled in a variable number of restricted shares

and, therefore, does not meet the criteria for equity classification under ASC 815-40.

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

assets acquired and liabilities assumed for Zemetric.

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

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

The acquisition will necessitate the use of this measurement period to

adequately analyze and assess the factors used in establishing the asset and liability fair values as of the relevant acquisition date,

including intangible assets, accounts receivable and certain fixed assets.

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

SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

Price Allocation

Purchase Consideration:

Cash (net of excess cash of $ 43 )

Common stock consideration

Earn-out liabilities

Total Purchase Consideration

Customer relationships

Developed technology

Property and equipment

Non-compete agreements

Note payable-related party

working capital

Value of Identified Net Assets

Unidentified Goodwill Value

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

BUSINESS COMBINATION – CONTINUED

components of net working capital are as follows:

Purchase Price Allocation

Current assets:

Accounts receivable

Other current assets

current assets

Less current liabilities:

current liabilities

working capital

connection with the acquisition of Zemetric, the Company acquired intangible assets in the form of trade names, customer relationships,

developed technology, and non-compete agreements.

The Company engaged a third-party valuation specialist to assist in determining the

fair values of these identifiable intangible assets as of the acquisition date.

Company utilized the relief-from-royalty method to determine the fair value of the acquired trade names.

This method estimates the value

a market participant would be willing to pay in royalties if it did not own the assets and had to license them from a third party.

fair value was calculated by applying an estimated royalty rate to projected revenues associated with the assets and discounting the

resulting royalty savings to present value using an appropriate discount rate.

The trade names were assigned an estimated useful life

determining the fair value of developed technology, a form of income approach, known as the multi-period excess earnings method, was

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

less costs to realize the revenue.

The Company applied a discount rate of 30 %, which reflected the nature of the assets as they relate

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

Other significant assumptions used to estimate the fair value

of the developed technology include an assumed income tax rate of 26 %.

The developed technology was assigned a useful life of five years

for hardware and three years for software.

determining the fair value of customer relationships, the Company applied the distributor method, a form of the income approach, which

is based on a discounted cash flow model.

The model incorporated an assumed income tax rate of 26 % and a discount rate of approximately

30 %, reflecting the risk profile of the underlying assets.

The resulting useful life of customer relationships was estimated at 5.3 years.

fair value of the non-compete agreements was determined using a discounted cash flow model based on the expected benefit of reducing

competition during the restricted period.

Key assumptions included a discount rate of 30 % and an income tax rate of 26 %.

The non-compete

agreements were assigned a useful life of two years .

The fair value of working capital accounts was determined to approximate their carrying

values due to the short-term nature of the underlying assets and liabilities.

The fair value of property and equipment was estimated

using the cost approach, which measures fair value based on current replacement cost adjusted for physical and functional depreciation.

Assumptions included replacement cost new, estimated remaining useful life, and physical deterioration factors.

fair value of the earn-out liabilities were estimated using a Monte Carlo simulation and a probability weighted expected return

model that considered the probability of achieving various operational and revenue milestones.

The valuation incorporated

risk-adjusted discount rates ranging from approximately 4% to 28% and a 13% liquidity discount to reflect the unregistered status of

the shares to be issued upon settlement.

Significant increases or decreases in projected revenues or gross margins could materially

affect the estimated fair value of the earn-out liabilities.

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

to the assembled workforce, the reputation of Zemetric’s brand, and the synergies expected to be realized through the integration

of Zemetric with the Company’s existing product offerings.

Goodwill of $ 1,742 resulting from the acquisition of Zemetric is not

expected to be deductible for income tax purposes.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

BUSINESS COMBINATION - CONTINUED

condensed consolidated financial statements of the Company include the results of operations of Zemetric from July 7, 2025 (the acquisition

date) through September 30, 2025 and do not include results of operations for periods prior to July 7, 2025.

The results of operations

of Zemetric from July 7, 2025 through September 30, 2025 included revenues of approximately $ 14 and net loss of approximately $ 40 .

following table presents the unaudited pro forma consolidated results of operations for the three and nine months ended September 30,

2025 and 2024 as if the acquisition of Zemetric had occurred on January 1, 2024.

The pro forma information presented below is based on

the pre-acquisition financial information of Zemetric and includes adjustments to give effect to amortization expense associated with

the acquired intangible assets.

The pro forma results are presented for informational purposes only and are not necessarily indicative

of the results of operations that would have been achieved had the acquisition occurred on January 1, 2024, nor are they necessarily

indicative of future operating results.

SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS

the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

$ ( 125,140 )

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

Acquisition-related costs were immaterial.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

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SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued professional,

board and other fees

Accrued professional, board and

Accrued wages

Warranty payable

Accrued income, property and

sales taxes payable

accrued expenses

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except for share and per share amounts)

Accrued income, property and sales taxes payable

Other accrued expenses

Total accrued expenses

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

STOCKHOLDERS’ EQUITY

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by the Sales Agreement.

During the six months ended June 30, 2025, the Company sold an aggregate of 681,330 shares of common stock aggregate

gross proceeds of $ 909 , less issuance costs of $ 18 , for net proceeds of $ 891 .

The ATM is not currently active since we do not have an

effective shelf registration statement covering the shares of common stock issuable thereunder.

Company recognized stock-based compensation expense related to common stock, stock options and warrants for the three months and six

months ended June 30, 2025 of $ 787

During the nine months ended September 30, 2025, the Company sold an aggregate of 681,330 shares of common stock

aggregate gross proceeds of $ 909 , less issuance costs of $ 18 , for net proceeds of $ 891 .

The ATM is not currently active since the Company

does not have an effective shelf registration statement covering the shares of common stock issuable thereunder.

Note 3 - Business Combination for additional details.

Note 8 - Fair Value Measurement for additional details.

Company recognized stock-based compensation expense related to common stock, stock options and warrants for the three months and nine

months ended September 30, 2025 of $ 433

and $ 2,186 ,

respectively, which is included within compensation expense on the condensed consolidated statements of operations.

Company recognized stock-based compensation expense related to common stock, stock options and warrants for the

three months and six months ended June 30, 2024 of $ 1,033

and $ 1,950 ,

The Company recognized

stock-based compensation expense related to common stock, stock options and warrants for the three months and nine months ended September

30, 2024 of $ 927 and

respectively, which is included within compensation expense on the condensed consolidated statements of operations.

As of June 30,

As of September 30,

2025, there was $ 2,086

of unrecognized stock-based compensation expense that will be recognized over the weighted average remaining vesting period of 1.27

the six months ended June 30, 2025, the Company granted an aggregate of 1,237,935

shares of restricted stock with an

aggregate grant date fair value of $ 1,244

which will be recognized ratably over

the vesting term.

of unrecognized stock-based compensation expense that will

be recognized over the weighted average remaining vesting period of 1.5

the nine months ended September 30, 2025, the Company granted an aggregate of 1,449,696

shares of restricted stock with an aggregate grant date fair value of $ 1,525 which

will be recognized ratably over the vesting term.

The restricted stock has vesting dates ranging from February 24, 2026 to June 10 ,

Expenses related to this award

are included within compensation expense on the condensed consolidated statements of operations.

the six months ended June 30, 2025, the Company granted the following awards to three executives under the Company’s Executives’

Long-Term Incentive (“LTI”) Plan equal to 50% of the executives’ annual base salary.

Such awards will be issued in the form

of restricted stock units.

50% of the restricted stock units are designated as performance-based stock

awards and will vest in four equal installments upon the achievement of specified escalating stock price thresholds and 50% of the restricted

Expenses related to this award are included within compensation expense on the condensed consolidated statements of operations.

the nine months ended September 30, 2025, the

Company granted the following awards to three executives under the Company’s Executives’ Long-Term Incentive

(“LTI”) Plan equal to 50% of the executives’ annual base salary.

Such awards will be issued in the form of

restricted stock units.

Of the RSUs granted, 50% of the restricted stock units are designated as performance-based stock awards and

will vest in four equal installments upon the achievement of specified escalating stock price thresholds and 50% of the restricted

stock units are designated as time-based awards and will vest in equal one-third increments on each anniversary of the grant date,

in each instance subject to continued employment with the Company on the applicable vesting date and satisfying the key performance indicators and other performance criteria.

in each instance subject to continued employment with the Company on the applicable vesting date and satisfying the key performance

indicators and other performance criteria .

escalating stock price thresholds are as follows:

The first 1/4 will vest when the stock price exceeds $ 3.00 for

a period of 90 consecutive days.

The next 1/4 will vest when the stock price exceeds $ 5.00 for

a period of 90 consecutive days .

The next 1/4 will vest when the stock price exceeds $ 7.50 for

a period of 90 consecutive days .

The final 1/4 will vest when the stock price exceeds $ 9.50 for

a period of 90 consecutive days.

the three and six months ended June 30, 2025, the Company granted ten-year stock options to purchase 45,801 shares

The first 1/4 will vest when the stock price exceeds $ 3.00 for a period of 90 consecutive days.

The next 1/4 will vest when the stock price exceeds $ 5.00 for a period of 90 consecutive days .

The next 1/4 will vest when the stock price exceeds $ 7.50 for a period of 90 consecutive days .

The final 1/4 will vest when the stock price exceeds $ 9.50 for a period of 90 consecutive days.

the nine months ended September 30, 2025, the Company granted ten-year stock options to purchase 63,252 shares

of common stock at an exercise price of $ 0.97 per

2 unchanged sentences

The stock options had a grant date fair value

The assumptions utilized in the valuation of stock options are described as follows:

risk-free interest rate is 4.18 %,

expected term is six years, expected volatility is 94.8 %

and an expected dividend yield of 0 %.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The assumptions utilized in the valuation of stock options are described as

risk-free interest rate is 4.12 %, expected

term is 6.5 years,

expected volatility is 81 % and

an expected dividend yield of 0 %.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

10 unchanged sentences

The obligation to fund the future operations of the Entity is limited to the Company’s 40 % ownership.

During the three and six months ended June 30, 2025 and 2024, the Company did not recognized any sales to Hellas.

As of June 30, 2025

and December 31, 2024, had a payable of approximately $ 0 and $ 129 , respectively, to Hellas.

Furthermore, the Company has provided

working capital of $ 274 through June 30, 2025 and December 31, 2024 to Hellas.

The Company has written off this working capital contribution,

since Company’s proportion of Hellas’s net losses exceed the working capital contribution.

During the three and nine months ended September 30, 2025 and 2024, the Company did not recognize any sales to Hellas.

As of September

30, 2025 and December 31, 2024, the Company had a payable of approximately $ 0 and $ 129 , respectively, to Hellas.

Furthermore, the Company

has provided working capital of $ 274 through September 30, 2025 and December 31, 2024 to Hellas.

The Company has written off this working

capital contribution, since Company’s proportion of Hellas’s net losses exceed the working capital contribution.

Company determined that the Entity is a variable interest entity;

2 unchanged sentences

in the Entity.

From inception through June 30, 2025, the Entity has not generated net income and, as a result, pursuant to ASC 323, the

Company has not recorded a gain or loss on its equity method investment in the Entity during the three and six months ended June 30,

From inception through September 30, 2025, the Entity has not generated net income and, as a result, pursuant to ASC 323,

the Company has not recorded a gain or loss on its equity method investment in the Entity during the three and nine months ended September

30, 2025 and 2024.

May 2025, the Company sold its equity interest in Hellas and recorded a gain on sale of investment of $ 223 , which was included within

May 2025, the Company sold its equity interest in the Entity and recorded a gain on sale of investment of $ 223 , which was included within

general and administrative expenses on the condensed consolidated statements of operations.

CHARGING UK LIMITED

of June 30, 2025, several close family members of a senior management employee are providing services to Blink Charging UK Limited.

the three and six months ended June 30, 2025, these related parties have collectively provided services worth $ 28 and $ 52 , respectively,

to Blink Charging UK Limited.

For the three and six months ended June 30, 2024, these related parties have collectively provided services

worth $ 35 and $ 117 , respectively, to Blink Charging UK Limited.

These expenses are included within general and administrative expenses

on the condensed consolidated statements of operations for the three and six months ended June 30, 2025 and 2024.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

of September 30, 2025, few family members of a senior management employee, who is a former founder of EB Charging Ltd., are

providing services to Blink Charging UK Limited.

For the three and nine months ended September 30, 2025, these

related parties have collectively provided services worth $ 32

respectively, to Blink Charging UK Limited.

For the three and nine months ended September 30, 2024, these

related parties have collectively provided services worth $ 68

respectively, to Blink Charging UK Limited.

These expenses are included within general and administrative expenses on the condensed

consolidated statements of operations for the three and nine months ended September 30, 2025 and

PAYABLE – RELATED PARTY

connection with the acquisition of Zemetric, the Company assumed a liability to repay a note payable to one of the sellers of Zemetric,

who assumed the role of Chief Technology Officer of the Company upon closing of the acquisition.

As of September 30, 2025, the balance

on the note payable was $ 114 , which was repaid in full in October 2025.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

operating lease expenses for the three and six months ended June 30, 2025 were $ 751 and $ 1,230 , respectively, and for the three and six

months ended June 30, 2024 were $ 347 and $ 1,135 , respectively, which were recorded in other operating expenses on the condensed consolidated

statements of operations.

Operating lease expenses consist of rent expense, common area maintenance adjustments and other expenses.

of June 30, 2025, the Company did not have additional operating and financing leases that have not yet commenced.

As of June 30, 2025,

the Company had $ 117 of right-of-use assets that were classified as financing leases for vehicles associated with the operations

of Blink Mobility and are included as a component of property and equipment on the condensed consolidated balance sheet as of June 30,

the three and six months ended June 30, 2025, the Company recorded $ 2 and $ 4 , respectively, of interest expense related to finance leases,

which was recorded within interest expense on the condensed consolidated statements of operations.

During the three and six months ended

June 30, 2024, the Company recorded $ 13 and $ 23 , respectively, of interest expense related to finance leases.

July 4, 2025, the President signed into law significant federal tax legislation, H.R.

1 (the “Tax Reform Act of 2025”).

Act introduces numerous changes to U.S.

corporate income tax law, including, among others:

reinstatement of 100% bonus depreciation for qualified property placed in service after 2024;

immediate expensing of domestic research and experimental (R&E) expenditures;

3) modifications

to the limitation on business interest expense under Section 163(j);

expensing thresholds under Section 179;

to the international tax regime, including revisions to the GILTI and FDII provisions;

limitations on the deductibility of executive compensation under Section 162(m).

provisions are effective for tax years beginning after December 31, 2024, subject to specified transition rules and exceptions.

While the Tax Reform

Act of 2025 introduces significant U.S.

income tax provisions, given the Company’s ongoing losses and historical NOLs, the

Company does not anticipate significant change to its U.S.

federal cash tax payments for the remainder of 2025 and near future

thereafter, until it reaches profitability.

Therefore, the Tax Reform Act of 2025 does not have material impact on the

Company’s condensed consolidated financial statements, with exception of the related disclosures to the valuation allowance

for the deferred tax assets to be recorded in the consolidated financial statements as of December 31, 2025.

operating lease expenses for the three and nine months ended September 30, 2025 were $ 555

and $ 1,785 , respectively, and for the three and nine months ended September 30, 2024 were

$ 540 and $ 1,675 respectively, which were recorded

in other operating expenses on the condensed consolidated statements of operations.

Operating lease expenses consist of rent expense,

common area maintenance adjustments and other expenses.

of September 30, 2025, the Company did not have additional operating and financing leases

that have not yet commenced.

As of September 30, 2025, the Company had $ 106

of right-of-use assets that were classified as financing leases

for vehicles associated with the operations of Blink Mobility and are included as a component of property and equipment on the condensed

consolidated balance sheet as of September 30, 2025.

September 2025, the Company terminated its lease for its facility in Tempe, Arizona and paid a lease termination fee of $ 130 .

derecognized the operating lease right-of-use asset and corresponding lease liabilities and recognized a loss on lease termination of

$ 58 within other operating expenses during the three and nine months ended September 30, 2025.

the three and nine months ended September 30, 2025, the Company recorded $ 1 and $ 5 , respectively,

of interest expense related to finance leases, which was recorded within interest expense on the condensed consolidated statements of

During the three and nine months ended September 30, 2024, the Company recorded

$ 6 and $ 29 , respectively, of interest expense

related to finance leases.

cash flows information related to leases was as follows:

SCHEDULE OF SUPPLEMENTAL CASH FLOWS INFORMATION RELATED TO LEASES

For The Six Months Ended

Cash paid for amounts included in the measurement of

lease liabilities:

cash flows from operating leases

cash flows from finance leases

Right-of-use assets obtained

in exchange for lease obligations:

Weighted Average Remaining

Weighted Average Discount

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

LEASES- CONTINUED

minimum payments under non-cancellable leases as of June 30, 2025 were as follows:

Cash paid for amounts included in the measurement

of lease liabilities:

Operating cash

flows from operating leases

Financing cash flows from

finance leases

Right-of-use assets obtained in exchange for

lease obligations:

Operating leases

Finance leases

Weighted Average Remaining Lease Term

Operating leases

Finance leases

Weighted Average Discount Rate

Operating leases

Finance leases

minimum payments under non-cancellable leases as of September 30, 2025 were as follows:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

the Years Ending December 31,

Total future minimum lease

the Twelve Months Ended September 30,

future minimum lease payments

imputed interest

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

FAIR VALUE MEASUREMENT

1 unchanged sentence

SUMMARY OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS

Marketable securities

Money market funds

Warrant liability

stock consideration payable

December 31, 2024

Earn-out liabilities

Total liabilities

Marketable securities

Money market funds

Alternative fuel credits

Warrant liability

stock consideration payable

Common stock consideration

Total liabilities

addition to assets and liabilities that are measured at fair value on a recurring basis, we also measure certain assets and liabilities

4 unchanged sentences

These assets are recorded at fair value only when an impairment charge is

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

FAIR VALUE MEASUREMENT -

utilized in the valuation of warrant liabilities are described as follows:

SUMMARY OF ASSUMPTIONS USED FOR VALUATION OF WARRANT LIABILITIES

the Three Months Ended

the Six Months Ended

Risk-free interest

3.96 %- 4.03 %

5.03 %- 5.09 %

Contractual term (years)

Expected volatility

Expected dividend yield

following table sets forth a summary of the changes in the fair value of Level 3 warrant liabilities that are measured at fair value

on a recurring basis:

FAIR VALUE MEASUREMENT – CONTINUED

following table sets forth a summary of the changes in the fair value of Level 3 liabilities that are measured at fair value on a recurring

basis during the nine months ended September 30, 2025:

SUMMARY OF CHANGES IN FAIR VALUE OF LEVEL 3 WARRANT LIABILITIES MEASURED AT RECURRING BASIS

Stock Consideration Payable

Common Stock Consideration

Beginning balance as of January 1,

in fair value of consideration payable

Ending balance as of

Change in fair value of consideration payable and gain on settlement

Issuance of common stock

and warrants in satisfaction of consideration payable

Ending balance as of September 30,

Warrant Liability

Beginning balance as of January 1,

in fair value of warrant liability

Ending balance as of

common stock consideration payable is recorded at fair value of $ 23,491 and $ 21,028 as of June 30, 2025 and December 31, 2024, respectively,

Change in fair value of

warrant liability

Ending balance as of September 30,

Earn-Out Liabilities

Beginning balance as of January 1,

Contingent consideration

assumed in Zemetric acquisition

Ending balance as of September 30,

STOCK CONSIDERATION PAYABLE

common stock consideration payable is recorded at fair value of $ 0 and $ 21,028 as of September 30, 2025 and December 31, 2024, respectively,

and is included within consideration payable on the condensed consolidated balance sheets.

6 unchanged sentences

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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

the three months ended September 30, 2025, in satisfaction of the Company’s obligations with respect to the common stock

consideration payable, the Company issued to the former shareholders of Envoy Technologies an aggregate of 9,696,882

shares of the Company’s common stock with an aggregate issuance date fair value of $ 9,018

and warrants to purchase up to an aggregate of 3,898,177

shares of the Company’s common stock at an exercise price of $ 0.01

per share with an aggregate issuance date fair value of $ 2,772 ,

both of which were classified within stockholders’ equity on the condensed consolidated balance sheets.

The warrants have a

contractual life of twenty months.

See Note 1 – Business Organization, Nature of Operations and Basis of Presentation for

additional details.

The carrying value of the consideration payable prior to settlement was $ 23,491

and as a result of the Stock Issuance and Warrant Issuance, the Company recorded a gain on the change in fair value and settlement of the consideration payable of $ 11,701

during the three and nine months ended September 30, 2025, respectively.

the 3,898,177 shares of common stock issuable upon exercise of the warrants, (i) 1,470,588 shares will vest and become exercisable upon

the Company’s common stock achieving a last reported sale price its principal trading market equal to or greater than $1.70 for

seven consecutive trading days, (ii) 1,190,476 shares will vest and become exercisable upon the Company’s common stock achieving

a last reported sale price its principal trading market equal to or greater than $2.10 for seven consecutive trading day, and (iii) 1,237,113

shares will vest and become exercisable upon the Company’s common stock achieving a last reported sale price its principal trading

market equal to or greater than $4.85 for seven consecutive trading days .

The determination as to whether any such vesting condition

has been satisfied will be made solely by the Company, acting in good faith, based on the last reported sale price of the Company’s

common stock on its principal trading market as reported on the electronic reporting system of such exchange.

Subsequent to September

30, 2025, the market conditions related to the first and second price targets were met.

The Company obtained a third party valuation

of the fair value of the warrants which was determined using a Monte Carlo simulation that considered the probability of achieving the

market conditions outlined above.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

FAIR VALUE MEASUREMENT - CONTINUED

utilized in the valuation of warrant liabilities are as follows:

SUMMARY OF ASSUMPTIONS USED FOR VALUATION OF WARRANT LIABILITIES

For the Three

Risk-free interest rate

3.96 %- 4.03 %

3.98 %- 5.09 %

Contractual term (years)

Expected volatility

Expected dividend yield

Note 3 – Business Combination for details.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

COMMITMENTS AND CONTINGENCIES

7 unchanged sentences

and subject to change.

Company believes it has recorded adequate provisions for any such lawsuits, investigations, claims, and proceedings as of June 30, 2025,

and the Company believes it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized in

the consolidated financial statements.

Given the inherent uncertainties of litigation, the ultimate outcome of the ongoing matters described

herein cannot be predicted with certainty.

While litigation is inherently unpredictable, the Company believes it has valid defenses with

respect to the legal matters pending against it.

However, future events or circumstances, currently unknown to management, may potentially

have a material effect on the Company’s financial position, liquidity or results of operations in any future reporting period.

Company believes it has recorded adequate provisions for any such lawsuits, investigations, claims, and proceedings as of September 30,

2025, and the Company believes it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized

in the consolidated financial statements.

Given the inherent uncertainties of litigation, the ultimate outcome of the ongoing matters

described herein cannot be predicted with certainty.

While litigation is inherently unpredictable, the Company believes it has valid

defenses with respect to the legal matters pending against it.

However, future events or circumstances, currently unknown to management,

may potentially have a material effect on the Company’s financial position, liquidity or results of operations in any future reporting

September 2020, a shareholder derivative lawsuit, captioned Klein (derivatively on behalf of Blink Charging Co.) v.

Farkas et al.,

20- 19815CA01, was filed in Miami-Dade County Circuit Court seeking to pursue claims belonging to the Company against

Blink’s Board of Directors and former Chief Financial Officer Michael Rama (the “Klein Lawsuit”).

Blink is named

as a nominal defendant.

The Klein Lawsuit asserted that the Director defendants caused Blink to make certain statements at issue in

a securities class action captioned Bush v.

Farkas et al., Case

20- 19815CA01, was filed in Miami-Dade County Circuit Court seeking to pursue claims belonging to the Company against Blink’s

Board of Directors and former Chief Financial Officer Michael Rama (the “Klein Lawsuit”).

Blink is named as a nominal defendant.

The Klein Lawsuit asserted that the Director defendants caused Blink to make certain statements at issue in a securities class action

captioned Bush v.

Blink Charging Co., et al., Case No.

20-cv-23527, filed in the U.S.

District Court for

the Southern District of Florida (the “Bush Lawsuit”), and, as a result, the Company incurred costs defending against

the Bush Lawsuit and other unidentified investigations.

The Bush Lawsuit was settled by the parties and a final judgment was entered

in October 2024.

The Klein Lawsuit asserted claims against the Director defendants for breach of fiduciary duties and corporate

waste and against the defendants for unjust enrichment.

Klein did not quantify the alleged damages in his complaint, but he

sought damages sustained by the Company as a result of the defendants’ alleged breaches of fiduciary duties, corporate

governance changes, restitution, and disgorgement of profits from the defendants and attorneys’ fees and other litigation

In December 2020, another shareholder derivative action, captioned Bhatia (derivatively on behalf of Blink Charging Co.)

District Court for the Southern District of Florida

(the “Bush Lawsuit”), and, as a result, the Company incurred costs defending against the Bush Lawsuit and other unidentified

investigations.

The Bush Lawsuit was settled by the parties and a final judgment was entered in October 2024.

The Klein Lawsuit asserted

claims against the Director defendants for breach of fiduciary duties and corporate waste and against the defendants for unjust enrichment.

Klein did not quantify the alleged damages in his complaint, but he sought damages sustained by the Company as a result of the defendants’

alleged breaches of fiduciary duties, corporate governance changes, restitution, and disgorgement of profits from the defendants and

attorneys’ fees and other litigation expenses.

In December 2020, another shareholder derivative action, captioned Bhatia (derivatively

on behalf of Blink Charging Co.) v.

Farkas et al., Case No.

20-27632CA01, was filed in Miami-Dade County Circuit Court against the same defendants in the Klein

Lawsuit and asserted similar claims, as well as additional claims relating to the Company’s nomination, appointment and hiring

of minorities and women and the Company’s decision to retain its outside auditor (the “Bhatia Lawsuit”).

2022, the court consolidated the Klein and Bhatia actions under the caption In re Blink Charging Company Stockholder Derivative

20-27632CA01, was filed in Miami-Dade County Circuit Court against the same

defendants in the Klein Lawsuit and asserted similar claims, as well as additional claims relating to the Company’s nomination,

appointment and hiring of minorities and women and the Company’s decision to retain its outside auditor (the “Bhatia Lawsuit”).

In June 2022, the court consolidated the Klein and Bhatia actions under the caption In re Blink Charging Company Stockholder Derivative

Litigation, Lead Case No.

2020-019815-CA-01.

In February 2022, a third shareholder derivative lawsuit, captioned McCauley (derivatively on behalf of Blink Charging

In February 2022, a third shareholder derivative lawsuit, captioned McCauley (derivatively

on behalf of Blink Charging Co.) v.

Farkas et al., Case No.

A-22-847894-C, was filed in Clark County, Nevada seeking to pursue claims belonging to the Company against

Blink’s Board of Directors and Michael Rama (the “McCauley Lawsuit” and together with the Klein Lawsuit and the Bhatia

Lawsuit, the “Derivative Actions”).

A-22-847894-C, was filed in Clark County, Nevada seeking to pursue claims

belonging to the Company against Blink’s Board of Directors and Michael Rama (the “McCauley Lawsuit” and together with

the Klein Lawsuit and the Bhatia Lawsuit, the “Derivative Actions”).

Blink is named as a nominal defendant.

The McCauley Lawsuit asserted similar claims and

sought similar damages as the Klein Lawsuit.

mediation in April 2024, the parties entered into a Stipulation and Agreement of Settlement (the “Settlement”) dated

June 26, 2025.

If it receives court approval, the Settlement will resolve the Derivative Actions in exchange for the Company

undertaking certain corporate governance reforms, but does not require the director defendants to make any monetary payment as part

of the Settlement.

The Settlement includes a fee and expense award to plaintiffs’ counsel in the amount of $ 533,750

(the “Fee and Expense Award”).

On June 30, 2025, plaintiffs’ counsel filed a motion asking the court to grant

preliminary approval of the Settlement, which the court has granted on August 15, 2025.

The court scheduled a final settlement hearing for

October 27, 2025 at 9:00 a.m.

at Courtroom 10D, Regional Justice Center, 200 Lewis Ave., Las Vegas, NV, 89155.

In the meantime, the

Derivative Actions remain stayed.

The Company has not recorded an accrual related to these matters as of June 30, 2025, as the

Company expects its insurance carriers to pay for the Fee and Expense Award.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except for share and per share amounts)

Lawsuit asserted similar claims and sought similar damages as the Klein Lawsuit.

a mediation in April 2024, the parties entered into a Stipulation and Agreement of Settlement (the “Settlement”) dated June

The Settlement resolves the Derivative Actions in exchange for the Company undertaking certain

corporate governance reforms, but does not require the director defendants to make any monetary payment as part of the Settlement.

Settlement includes a fee and expense award to plaintiffs’ counsel in the amount of $ 533 (the “Fee and Expense Award”), which the Company’s insurance carriers have paid.

On September 29, 2025, plaintiffs’

counsel in the Derivative Actions filed a motion asking the Nevada court to grant final approval of the Settlement.

On October 24,

2025, the Nevada court granted the motion.

On October 29, 2025, the Nevada court issued an order and final judgment, approving the

settlement and closing the case.

The Florida Action remains stayed, but as part of the Settlement, plaintiffs are required to file

a notice of voluntary dismissal by no later than December 2, 2025.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

SEGMENT REPORTING

7 unchanged sentences

CODM is provided with asset information by reportable segment as asset information is provided to the CODM on a consolidated basis.

The CODM reviews the following information on a consolidated basis:

revenues, cost of revenues, gross profit, compensation expense

and operating loss in order to allocate operating and capital resources and assesses the performance of the Company by comparing

actual results to historical results and previously forecasted financial information.

Other than certain disaggregated expense

information provided in relation to other operating expenses, significant expenses regularly provided to the CODM are presented as

shown on the statement of operations.

The CODM is also regularly provided with disaggregated expense information for other operating

expenses, which is disaggregated between software costs and other expenses as shown in the table below:

CODM reviews the following information on a consolidated basis:

revenues, cost of revenues, gross profit, compensation expense and operating

loss in order to allocate operating and capital resources and assesses the performance of the Company by comparing actual results to

historical results and previously forecasted financial information.

Other than certain disaggregated expense information provided in

relation to other operating expenses, significant expenses regularly provided to the CODM are presented as shown on the statement of

The CODM is also regularly provided with disaggregated expense information for other operating expenses, which is disaggregated

between software costs and other expenses as shown in the table below:

SCHEDULE OF DISAGGREGATED EXPENSE INFORMATION FOR OTHER OPERATING EXPENSES

The Three Months Ended

The Six Months Ended

Other operating expenses

For The Three

Other operating expenses:

Total other operating

(1) Includes operating

3 unchanged sentences

SCHEDULE OF LONG-LIVED ASSETS BY GEOGRAPHIC AREA

June 30, 2025

December 31, 2024

United States

1 unchanged sentence

information regarding revenue disaggregated by geography and revenue concentrations, see Note 2 — Summary of Significant Accounting

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except for share and per share amounts)

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

REVISION OF PREVIOUSLY ISSUED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

connection with the preparation of the Company’s consolidated financial statements for the year ended December 31, 2024, the Company

identified a number of misstatements and omitted disclosure items in the Company’s previously issued financial statements as summarized

The identified misstatements impacted certain components of the balance sheet and statement of cash flows in the consolidated

financial statements included in the Form 10-Q for the Quarterly Period ended March 31, 2024.

The Company assessed the materiality of

the errors, including the presentation on prior period consolidated financial statements, on a qualitative and quantitative basis in

accordance with SEC Staff Accounting Bulletin Topics 1.M and 1.N (formerly No.

99, Materiality).

on this assessment, the Company concluded that these errors and the related impacts did not result in a material misstatement of its

previously issued condensed consolidated financial statements as of and for the three and six months ended June 30, 2024.

Company concluded the financial statements should be revised for these errors.

2 — Summary of Significant Accounting Policies - Marketable Securities

Company identified a classification misstatement in the Company’s previously issued financial statements related to the classification

identified a classification misstatement in the Company’s previously issued financial statements related to the classification

of marketable securities that were previously included within cash and cash equivalents.

summary of the corrections to the impacted financial statement line items in the Company’s previously issued condensed

consolidated balance sheet and condensed consolidated statement of cash flows as of and for the three and six months ended June 30,

identified misstatements impacted certain components of the balance sheet and statement of cash flows in the condensed consolidated financial

statements included in the Form 10-Q for the quarterly period ended September 30, 2024.

The Company assessed the materiality of the errors,

including the presentation on prior period consolidated financial statements, on a qualitative and quantitative basis in accordance with

SEC Staff Accounting Bulletin Topics 1.M and 1.N (formerly No.

99, Materiality).

Based on this assessment, the Company concluded that

these errors and the related impacts did not result in a material misstatement of its previously issued condensed consolidated financial

statements as of and for the nine months ended September 30, 2024.

However, the Company concluded the financial statements should be

revised for these errors.

summary of the corrections to the impacted financial statement line items in the Company’s previously issued condensed consolidated

balance sheet and condensed consolidated statement of cash flows as of and for the nine months ended September 30, 2024 are as follows:

OF PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL

BLINK CHARGING CO.

Condensed Consolidated Balance Sheets

(In thousands, except share amounts)

Consolidated Balance Sheets

As of September 30, 2024

As Previously

Current Assets:

Cash and cash equivalents

Cash and cash

Marketable securities

1 unchanged sentence

Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2024

As Previously

Cash Flows From Investing Activities:

Proceeds from sale of marketable securities

Purchase of marketable securities

Net Cash Used In Investing Activities

Net Decrease In Cash and Cash Equivalents and Restricted Cash

Cash and Cash Equivalents and Restricted Cash - Beginning of Period

Cash and Cash Equivalents and Restricted Cash - End of Period

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

Proceeds from

sale of marketable securities

Purchase of marketable

Net Cash Used In Investing

Net Decrease In Cash and

Cash Equivalents and Restricted Cash

Cash and Cash Equivalents and Restricted Cash

- Beginning of Period

Cash and Cash Equivalents and Restricted Cash

- End of Period

Cash and cash equivalents and restricted cash

consisted of the following:

Cash and cash equivalents

Restricted cash

Cash and cash equivalents

and restricted cash

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except for share and per share amounts)

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

SUBSEQUENT EVENTS

July 7, 2025, the Company acquired 100 %

of the equity interest in Zemetric, Inc.

(“Zemetric”), a Silicon Valley–based provider of charging infrastructure

tailored for fleet, multi-family, and high-utilization destinations.

The consideration for the acquisition includes cash, the

Company’s restricted stock and a performance driven earn-out.

thereafter, Zemetric’s founder, Harmeet Singh, became the Company’s Chief Technology Officer.

MERGER AGREEMENT AMENDMENT

On August 4, 2025, Envoy

Technologies, Inc.

entered into Amendment No.

4 (the “Fourth Amendment”) to the Agreement and Plan of Merger, dated as of

April 18, 2023 (the “Merger Agreement”), by and among the Company, Envoy Mobility, Inc.

(formerly Blink Mobility, LLC) (“Mobility”),

Envoy Technologies and Fortis Advisors LLC, as equityholders’ agent.

The Fourth Amendment provides

that the sole remaining payment obligation to the former equityholders of Envoy will be fully satisfied, and the Company and Envoy Mobility

will be released from all claims and liabilities relating to such obligation, following the issuance of (x) $ 10,000 in shares of Company

common stock, valued based on the volume-weighted average trading price for the 25 trading days preceding the issuance date, and (y) warrants

exercisable for shares of Company common stock with an aggregate value of $ 11,000 , divided into three tranches with vesting conditions

based on specific stock price achievements.

All warrants granted per the agreement have expiration period of 20 months from the date of issuance.

All shares of Company common

stock initially issued or issued pursuant to the exercise of warrants will be subject to a 120-day leak-out period commencing on initial

issuance or exercise of warrant, as applicable, allowing sales limited to 2% per day, with a cap of 20% per month.

The former equity holders

of Envoy Technologies were granted registration rights for shares of Company common stock initially issued and those issued pursuant

to the exercise of warrants.

The Company will file a resale registration statement on Form S-1 with the SEC within 30 days of the amendment

date and use commercially reasonable efforts to have it declared effective within 90 days thereafter.

The amendment includes indemnification

provisions for both the Company and the former equity holders against claims related to the registration statement.

July 4, 2025, the President signed into law significant federal tax legislation, H.R.1 (the “Tax Reform Act of 2025”).

The legislation includes numerous changes to U.S.

corporate income tax law, including but not limited to:

permanent 100% bonus depreciation

for qualified property, immediate expensing of domestic research and experimental expenditures, modifications to the limitation on business

interest expense, increased Section 179 expensing limits, changes to the international tax regime, and expanded limitations on the deductibility

of executive compensation under IRC Section 162(m).

Most provisions are effective for tax years beginning after December 31, 2024, with

certain transition rules and exceptions.

The Company is currently evaluating the impact of the Tax Reform Act of 2025 on its condensed

consolidated financial statements.

The effects of the new law, including remeasurement of deferred tax assets and liabilities and changes

to current and future tax expense, will be reflected in the period of enactment and in future periods as the Company completes its analysis.

On October 21, 2025, the Company filed a resale registration statement on Form S-1 with the SEC covering up to 13,595,059

shares of common stock that may be offered for resale or otherwise disposed of selling stockholders.

The shares offered for resale under

the registration statement consist of (i) 9,696,882 shares of common stock and (ii) 3,898,177 shares of common stock issuable upon the

exercise of warrants, which were issued by the Company to the selling stockholders in connection with the Company’s acquisition

of Envoy Technologies pursuant to the Merger Agreement described in Note 1 of the Notes to Unaudited Condensed Consolidated Financial

The Company will bear all costs, expenses and fees in connection with the registration of shares for resale by the selling

stockholders, other than the selling stockholders’ respective discounts, commissions, fees of underwriters, selling brokers or dealer

managers and similar expenses attributable to the sale or disposition of the shares.

The registration statement is not currently effective.

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 1. Financial Statements