What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-31 compared with 2025-04-09 · 1919 added, 1851 removed, 761 unchanged (83% of the section changed)

AND PROCEDURES.

of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to provide reasonable assurance

that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (“Exchange

Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s

(“SEC”) rules and forms, and that such information is accumulated and communicated to our management, including our Chief

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

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

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

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

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

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

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

covered by this report.

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

disclosure controls and procedures were not effective as of December 31, 2024, due to the material weaknesses in internal control over financial

reporting described below.

Controls and Procedures

with participation of the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the

effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and

15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).

Based on that evaluation, the CEO

and CFO concluded that as a result of the material weakness in internal control over financial reporting as described below in Management’s

Annual Report on Internal Controls Over Financial Reporting, the Company’s disclosure controls and procedures were ineffective

as of December 31, 2025.

Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate

internal control over financial reporting (as defined in Rule 13a-15(e) under the Exchange Act).

Our internal control system was designed

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

of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent

or detect misstatements.

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

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

Our management assessed the effectiveness of our internal control over

financial reporting as of December 31, 2024.

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

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

of the Treadway Commission.

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

the period covered by this report, such internal controls and procedures were not effective as of December 31, 2024, because of the material

weaknesses reported below.

identified certain information technology (“IT”) deficiencies in the design and maintaining effective controls over the

Company’s European subsidiaries’ enterprise resource planning (“ERP”) IT applications as well as the

Company’s car charging revenue IT applications.

Specifically, the Company did not design and maintain 1) user access controls

to ensure appropriate IT segregation of duties and 2) program change management controls to ensure that IT program and data changes

affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented

appropriately related to the aforementioned IT applications.

The Company’s business process automated and manual controls that

are dependent on the affected IT applications were also deemed ineffective because they could have been adversely impacted.

Additionally, management identified certain deficiencies in the design and maintaining effective controls related to the occurrence

of revenue and the existence of receivables as well as the allocation of the transaction price based on standalone selling prices.

Lastly, the Company did not maintain appropriately designed or operating

controls related to the documenting and assessing the completeness of net operating losses associated with income taxes.

The Company’s

independent registered public accounting firm, Grant Thornton LLP, has issued an adverse audit report on the effectiveness of the Company’s

internal control over financial reporting as of December 31, 2024, which appears in Item 9A of this Annual Report.

these material weaknesses did not result in any identified material misstatements to the financial statements and there were no

resulting changes to previously released financial results, these material weaknesses could have resulted in a material misstatement to

our annual or interim consolidated financial statements that would not be prevented or detected and corrected on a timely

of Previously Identified Material Weakness

2024, executive management made a strong commitment to the importance of internal control and to create and maintain an effective internal

control environment commensurate with the Company’s growth.

Management continued to implement improvements to the Company’s

system of internal control, including reevaluating the adequacy of design and the operational effectiveness of internal controls over

financial reporting at all significant locations.

These improvements and remediation efforts included:

a third-party CPA firm to assist with the documentation and evaluation of the design and implementation of IT controls

and implemented new controls, and enhanced the design of existing IT general controls, including controls over program change management

and implemented enhanced policies and procedures related to certain management review controls over segregation of duties

a training program addressing IT general controls and policies, including educating control owners concerning the principles and

requirements of each control, with a focus on change management and user access over IT systems impacting financial reporting

documentation and evidence related to management review controls associated with the review of valuation inputs, most notably utilized

for the evaluation of potential impairment of goodwill.

Management continued to engage third-party specialists to assist management

with valuations, including valuation model techniques

Audit Committee has been actively engaged and exercised continuous oversight throughout the process.

Based on the remediation efforts

described above that were performed during 2024, the Company successfully remediated its previous material weakness around management’s

review of valuation inputs, such as the review of valuation inputs associated with the impairment of goodwill;

and (b) information technology

deficiencies in the design and implementation of change management and user access controls over financial IT applications and underlying

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

the assurance that the data produced by these systems is complete and accurate, except for the aforementioned IT applications that were

included within the material weakness described above.

is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and

15d-15(f) of the Exchange Act) and the preparation of financial statements for external purposes in accordance with United States Generally

Accepted Accounting Policies (“U.S.

Using the criteria set forth by the Committee of Sponsoring Organizations of

the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (2013 framework), management of the Company

under supervision and participation of the CEO and CFO, conducted an evaluation of the effectiveness of our internal control over financial

reporting as of December 31, 2025.

on our assessment under the framework in Internal Control - Integrated Framework (2013) issued by COSO, management concluded that the

Company’s internal control over financial reporting was not effective as of December 31, 2025 due to the existence of the following

material weakness identified:

The Company did not have an effective information and communication

component as specified within the COSO framework that identified and assessed the source of and controls necessary to ensure the reliability

of information used in financial reporting.

As a consequence of this material weakness, the design and operation of process-level controls,

financial reporting controls, and information technology controls were determined to be ineffective throughout the Company’s financial

reporting processes.

material weakness creates a reasonable possibility that a material misstatement to the consolidated financial statements would not be

prevented or detected on a timely basis.

Therefore, we concluded that the deficiency above represents a material weakness in our internal

control over financial reporting, and our internal control over financial reporting was not effective as of December 31, 2025.

has been actively engaged in developing and implementing remediation plans to address the material weakness, as described in the section

Company’s independent registered public accounting firm, Grant Thornton, LLP, who audited our internal controls over financial

reporting, has issued an adverse opinion on the effectiveness of the Company’s internal control over financial reporting as of

December 31, 2025, as stated in its report.

the identification of the material weakness and prior to filing this Annual Report on Form 10-K, we performed additional analyses and

other procedures to ensure that our consolidated financial statements included in this Annual Report were prepared in accordance with

Our CEO and CFO have concluded that our consolidated financial statements present fairly, in all material respects, our financial

position, results of operations and cash flows for the periods presented in this Annual Report.

Plan and Status

Company has continued implementation of a plan to remediate these material weaknesses.

These remediation measures are ongoing and include

the items mentioned above as well as the following:

Company plans to migrate the European ERP IT applications to their United States ERP IT application.

Management has migrated one

European ERP IT application as of January 1, 2025 and plans to migrate the second European ERP IT application during 2025.

our car charging revenue IT applications, management is designing and implementing controls over segregation of duties and implementing

other IT general controls, including controls over program change management.

Management is designing and implementing additional internal controls with adequate precision for identifying and evaluating appropriate

revenue recognition as well as existence of receivables.

The Company plans to design and implement additional controls to ensure

the completeness of net operating losses associated with the valuation of deferred tax assets and liabilities included within the Company’s

income tax provision

Additionally,

while making serious efforts at Company-wide cost reduction and after appropriately analyzing cost-benefits, management continues to

review both the adequacy of design and validated the operational effectiveness of its key controls while further prioritizing automation

initiatives being undertaken by the Company to strengthen the Company’s internal control environment.

Audit Committee will continue to be actively engaged and exercise continuous oversight throughout the process.

management believes that these remediation actions, when fully implemented, will remediate the material weaknesses we have identified and

strengthen our internal control over financial reporting.

However, our remediation efforts are ongoing and additional remediation initiatives

may be necessary.

We will continue to develop, implement, and strengthening existing policies, procedures, and internal controls and

make any further changes management deems appropriate.

of certain of the previously identified material weaknesses and strengthening our internal control environment has required and will

continue to require a substantial effort throughout 2025.

We will test the ongoing operating effectiveness of the new and existing controls

in future periods.

The material weaknesses cannot be considered completely remediated until the applicable controls have operated for

a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

During 2025 and continuing into 2026, we continued to make progress

on the remediation plans to address previously identified material weaknesses.

The Company continues to remediate the remaining material

weakness outlined above.

The remediation measures are ongoing and include the following:

Establishing a change process to control access to accounts that can make changes directly to production infrastructure and ensuring the changes made are reviewed post-production;

Reviewing the use cases for administrative accounts to ensure they are restricted to appropriate users without change management access (i.e.

development, migration, etc.);

Identifying and implementing key controls to address design gaps within the Company’s control environment, particularly for the in-scope business processes;

Establishing a structured controls testing program to continuously monitor the design and operating effectiveness of key controls.

believes that these remediation actions, when fully implemented and tested, will remediate the material weakness that has been identified

and will strengthen internal controls over financial reporting.

However, remediation efforts are ongoing, and additional remediation

initiatives may be necessary to fully remediate.

Additionally, Management will be establishing an internal controls team to assist the

Company effectively achieve internal controls compliance and provide internal controls training to key control owners.

The Audit Committee

will continue to be actively engaged and exercise continuous oversight throughout the remediation process.

in Internal Control Over Financial Reporting

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

of 2024 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

INTERNAL CONTROL OVER FINANCIAL REPORTING

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

Kennedy Blvd., Suite 3850

Tampa, FL 33602

D +1 813 229 7201

F +1 813 223 3015

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

December 31, 2025 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

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reporting of Blink Charging Co.

(a Nevada corporation) and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in the

2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission

In our opinion, because of the effect of the material weaknesses described in the following paragraphs on the achievement

of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December

31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

(a Nevada corporation) and subsidiaries (the “Company”) as of December 31, 2025, based on

criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations

of the Treadway Commission (“COSO”).

In our opinion, because of the effect of the material weakness described in the following

paragraphs on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over

financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework

issued by COSO.

A material weakness is a deficiency, or combination

2 unchanged sentences

The following material

weaknesses have been identified and included in management’s assessment.

The Company's information technology (“IT”)

general controls related to the Company’s European subsidiaries’ enterprise resource planning IT applications as well as the

Company’s car charging revenue IT applications were not effective.

In addition, the Company’s business process automated and

manual controls that are dependent on the affected IT applications were also deemed ineffective because they could have been adversely

Further, the Company did not maintain appropriately designed and operating controls related to the occurrence of revenues and

the existence of accounts receivable as well as the allocation of the transaction price based on standalone selling prices.

the Company did not maintain appropriately designed or operating controls related to documenting and assessing the completeness of net

operating loss carryforwards associated with income taxes.

weakness has been identified and included in management’s assessment.

The Company did not have an effective information and communication

component as specified within the COSO framework that identified and assessed the source of and controls necessary to ensure the reliability

of information used in financial reporting.

As a consequence of this material weakness, the design and operation of process-level controls,

financial reporting controls, and information technology controls were determined to be ineffective throughout the Company’s financial

reporting processes.

We also have audited, in accordance with the standards

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as of and for the year ended December 31, 2025.

The material weaknesses identified above were considered in determining the nature, timing,

The material weakness identified above was considered in determining the nature, timing,

and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and this report does not affect our report

dated April 8, 2025 which expressed an unqualified opinion on those financial statements.

dated March 31, 2026 which expressed an unqualified opinion on those financial statements.

Basis for opinion

The Company’s management is responsible for

maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial

reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting.

The Company’s management is responsible

for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over

financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting.

Our responsibility

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laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal

control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control

over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness

of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective

internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal

control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating

effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and limitations of internal control

over financial reporting

Definition and limitations of internal

control over financial reporting

A company’s internal control over financial

9 unchanged sentences

of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control

over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods

are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the

policies or procedures may deteriorate.

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future

periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

/s/ GRANT THORNTON LLP

GRANT THORNTON LLP

Tampa, Florida

April 8, 2025

the fiscal quarter ended December 31, 2024, none of the Company’s directors or officers adopted , modified , or terminated a Rule

10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, in each case as defined in Item 408 of Regulation S-K.

March 31, 2026

OTHER INFORMATION.

the fiscal quarter ended December 31, 2025, none of the Company’s directors or officers adopted , modified , or terminated a

Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, in each case as defined in Item 408 of Regulation S-K.

REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

2 unchanged sentences

be filed within 120 days of our fiscal 2025 year-end.

have adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal

accounting officer or controller, or persons performing similar functions.

Our Code of Business Conduct and Ethics is available on the

investor information page of our website, located at https://www.blinkcharging.com , and in print to any stockholder who requests

Any waiver or amendment to the code will be posted on our website.

have an insider trading policy governing the purchase, sale and other dispositions of the Company’s securities that applies

to all personnel of the Company and its subsidiaries, including directors, officers and employees and other covered persons, as well

as the Company itself.

We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws,

rules and regulations, as well as applicable listing standards.

A copy of the Company’s insider trading policy is filed as Exhibit

19.1 to this Annual Report.

COMPENSATION.

7 unchanged sentences

be filed within 120 days of our fiscal 2025 year-end.

ACCOUNTING FEES AND SERVICES.

ACCOUNTANT FEES AND SERVICES.

required by this item is incorporated by reference from our definitive proxy statement for the 2026 Annual Meeting of Stockholders to

1 unchanged sentence

AND FINANCIAL STATEMENT SCHEDULES.

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

Amendment No.

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

and Plan of Merger, dated as of April 18, 2023, by and among Blink Charging Co., Blink Mobility, LLC, Mobility Merger Sub Inc., Envoy

Technologies, Inc., and Fortis Advisors LLC (as Equityholders’ Agent) (the “Envoy Merger Agreement”)

1 to the Envoy Merger Agreement, dated as of March 10, 2025

2 to the Envoy Merger Agreement, dated as of April 4, 2025

3 to the Envoy Merger Agreement, dated as of May 16, 2025

4 to the Envoy Merger Agreement, dated as of August 4, 2025

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

as amended most recently on January 29, 2018

of Withdrawal for Series A Convertible Preferred Stock

of Withdrawal for Series B Preferred Stock

of Withdrawal for Series C Convertible Preferred Stock

of Withdrawal for Series D Convertible Preferred Stock

of Common Stock Purchase Warrant dated April 9, 2018

Certificate of Withdrawal for Series A Convertible Preferred Stock

Certificate of Withdrawal for Series B Preferred Stock

Certificate of Withdrawal for Series C Convertible Preferred Stock

Certificate of Withdrawal for Series D Convertible Preferred Stock

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

Agreement, dated as of August 19, 2025, by and between Blink Charging Co.

and the former equityholders of Envoy Technologies, Inc.,

through their agent, Fortis Advisors, LLC

of Placement Agent Common Stock Purchase Warrant for December 2025 Public Offering

Incentive Compensation Plan

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

and Michael P.

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

and Brendan S.

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

and Brendan S.

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

and Harjinder Bhade

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

and Michael P.

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

and Aviv Hillo

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

and the Sales Agents

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

and Brendan S.

Amendment to Blink Charging Co.

to Blink Charging Co.

2018 Incentive Compensation Plan

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

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

and Michael D.

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

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

and Harjinder Bhade

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

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

and the Agents

Executive Advisor Employment Agreement, dated August 27, 2024, by and between Blink Charging Co.

and Brendan S.

Chief Executive Officer Employment Agreement, dated January 23, 2025, between Michael Battaglia and Blink Charging Co.

Executive Officer Employment Agreement, dated January 23, 2025, between Michael Battaglia and Blink Charging Co.

Employment Agreement, dated May 29, 2025, between Blink Charging Co.

and Michael Bercovich

dated as of June 2, 2025, between Blink Charging Co.

and Michael Bercovich

of Securities Purchase Agreement for December 2025 Public Offering

Agreement and General Release, dated as of February 3, 2026, by and between Blink Charging Co.

and Aviv Hillo

Insider Trading Policy

Subsidiaries of the Registrant

5 unchanged sentences

Section 1350 Certification of Principal Financial Officer

Blink Charging Co.

Policy for Recovery of Erroneously Awarded Compensation

Presentation.

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

a management contract or compensatory plan or arrangement.

4 unchanged sentences

on its behalf by the undersigned, thereunto duly authorized.

April 8, 2025

March 31, 2026

Michael Battaglia

and Chief Executive Officer

Executive Officer)

April 8, 2025

March 31, 2026

Michael Bercovich

Financial Officer

Financial and Accounting Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

2 unchanged sentences

Chief Executive Officer and Director

April 8, 2025

Executive Officer)

Michael Bercovich

Financial Officer

April 8, 2025

Financial and Accounting Officer)

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

April 8, 2025

Ritsaart J.M.

/s/ Ritsaart J.M.

van Montfrans

Chairman of the Board

April 8, 2025

Ritsaart J.M.

van Montfrans

April 8, 2025

Martha Crawford

April 8, 2025

TO CONSOLIDATED FINANCIAL STATEMENTS

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OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Kennedy Blvd., Suite 3850

Tampa, FL 33602

+1 813 229 7201

F +1 813 223 3015

Board of Directors and Stockholders

Blink Charging Co.

on the financial statements

have audited the accompanying consolidated balance sheet of Blink Charging Co.

(a Nevada corporation) and subsidiaries (the “Company”)

as of December 31, 2024, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity,

and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial

Opinion on the financial statements

We have audited the accompanying consolidated

balance sheets of Blink Charging Co.

(a Nevada corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024,

the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity, and cash flows for each

of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial

statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position

of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in

conformity with accounting principles generally accepted in the United States of America.

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

the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal

Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”),

and our report dated April 8, 2025 expressed an adverse opinion.

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

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the PCAOB

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,

and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts

and disclosures in the financial statements.

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

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

We believe that our audit provides a

reasonable basis for our opinion.

in accounting principle

discussed in Note 2 to the consolidated financial statements, the Company has adopted new accounting guidance in 2024 related to the

disclosure of segment information in accordance with ASU 2023-07, Segment Reporting (Topic 280) .

critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated

or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Quantitative Impairment Assessments – Legacy Blink and Mobility Reporting Units

described further in Notes 2 and 6 to the consolidated financial statements, management evaluates goodwill for impairment on an annual

basis, or more frequently if impairment indicators exist, at the reporting unit level.

For the quantitative impairment assessments performed

during the year, management estimated the fair values of its reporting units using a combination of the income and market approaches.

The determination of the fair values of the reporting units requires management to make significant estimates and assumptions related

to the preparation of discounted future cash flows.

The market approach also requires management judgment in estimating market multiples

and control premiums.

We identified the goodwill quantitative impairment assessments of the Legacy Blink and Mobility reporting units

as a critical audit matter.

principal consideration for our determination that the goodwill quantitative impairment assessments of the Legacy Blink and Mobility

reporting units is a critical audit matter is that changes in the significant assumptions could materially affect the determination of

the fair value of the reporting units, the amount of any goodwill impairment charge, or both.

Management utilized significant judgment

when estimating the fair value of the Legacy Blink and Mobility reporting units and auditing management’s judgments regarding prospective

financial information, the selected discount rate, estimated market multiples, the control premium and weighting applied involved a high

degree of subjectivity due to the estimation uncertainty.

audit procedures related to the goodwill quantitative impairment assessments of the Legacy Blink and Mobility reporting units included

the following, among others:

tested the design and operating effectiveness of the key controls relating to management’s

goodwill impairment process, including controls over review of the assumptions used to develop

future cash flows, the discount rate used, and the valuation methodologies applied.

evaluated management’s process for determining the fair value of the Legacy Blink and

Mobility reporting units.

involved valuation specialist professionals with specialized skills and knowledge to assist

in evaluating the Company’s methodology for the income approach and market approach

to conclude on the fair value of the Legacy Blink and Mobility reporting units.

assistance of our valuation specialists, we assessed the discount rates by developing a range

of independent estimates and comparing those to the rates selected by management.

involved our valuation specialists to evaluate the assumptions used in applying the market

approach, including evaluating the reasonableness of estimated market multiples, control

premium and weighting applied.

We recomputed the arithmetic accuracy of the prospective financial

information and evaluated the reasonableness of significant assumptions such as revenue growth

and changes to expenditures that would impact the Company's earnings before interest, income

taxes, depreciation and amortization.

We compared these key assumptions to historical information,

budgeted information, industry data and industry data to determine the reasonableness of

the prospective financial information.

GRANT THORNTON LLP

have served as the Company’s auditor since 2024.

April 8, 2025

of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the

period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards

of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial

reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued

by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 31, 2026 expressed

an adverse opinion.

Basis for opinion

These consolidated financial statements are the

responsibility of the Company’s management.

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

statements based on our audits.

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

to the Company in accordance with the U.S.

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

Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks

of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall

presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical audit matters

Critical audit matters are matters arising from

the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2024.

Tampa, Florida

March 31, 2026

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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on the Financial Statements

have audited the accompanying consolidated balance sheet of Blink Charging Co.

and subsidiaries (the “Company”) as of December

31, 2023, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity and cash flows

for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial

statements”).

In our opinion, the financial position of the Company as of December 31, 2023, and the results of its operations

and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally

accepted in the United States of America.

have audited the accompanying consolidated statements of operations, comprehensive loss, changes in stockholders’ equity and cash

flows of Blink Charging Co.

and subsidiaries (the “Company”) for the year ended December 31, 2023, and the related notes (collectively

referred to as the “financial statements”).

In our opinion, the results of its operations and its cash flows for the year ended

December 31, 2023, are in conformity with accounting principles generally accepted in the United States of America.

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

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and Exchange Commission and the PCAOB.

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

Those standards require that we plan and perform the audits to obtain

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

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

3 unchanged sentences

and disclosures in the financial statements.

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

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

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

We believe that our audits provide a

reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Audit Matter Description

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

in April 2023.

This acquisition was accounted

for as a business combination.

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

critical audit matter.

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

was a critical audit matter is the high degree of subjective auditor judgment associated with evaluating management’s determination

of the fair values of the acquired intangible assets, which is primarily due to the complexity of the valuation models used and the sensitivity

of the underlying significant assumptions.

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

such as future revenue growth and an applied discount rate.

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

the Critical Audit Matter was Addressed in the Audit

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

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

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

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

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

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

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

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

assessed the reasonableness of management’s forecast by inquiring with management to understand how the forecast was developed

and comparing the projections to historical results and external sources, including industry trends and peer companies’ historical

involved our internal valuation specialist who assisted in the evaluation and testing performed on the reasonableness of significant

assumptions to the models, including the applied discount rate.

and Other Intangible Assets Impairment

Audit Matter Description

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

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

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

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

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

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

This led to a high degree of auditor

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

the Critical Audit Matter was Addressed in the Audit

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

among others:

tested management’s process for determining the fair value estimate of each reporting unit.

evaluated the discounted cash flow model used in management’s assessment.

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

evaluated the reasonableness of significant assumptions used by management as part of their analysis.

involved our internal valuation specialist who assisted in the evaluation and testing performed of the goodwill and other intangible

assets impairment analysis.

We believe that our audit provide a reasonable

basis for our opinion.

served as the Company’s auditor from 2014 to 2024.

18, 2024, except for Segment Reporting in Note 17 and Revision of Previously Issued Consolidated Financial Statements in Note 18, as

to which the date is April 8, 2025

18, 2024, except for Segment Reporting in Note 17 and Revision of Previously Issued Consolidated Financial Statements in Note 18 (not

presented herein) to the consolidated financial statements appearing under Item 8 on the Company’s 2024 annual report on Form 10-K,

as to which the date is April 4, 2025

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

Accounts receivable, net

Inventory, net

Prepaid expenses and other current assets

expenses and other current assets

Total Current Assets

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Property and equipment, net

Operating lease right-of-use assets

Operating lease right-of-use asset

Intangible assets, net

Liabilities and Stockholders’ Equity

Liabilities and Stockholders’

Current Liabilities:

Accounts payable

Accrued expenses and other current liabilities

Accounts payable, 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

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 16)

Stockholders’ Equity:

Preferred stock, $ 0.001 par value, 40,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2024 and 2023, respectively

Common stock, $ 0.001

par value, 500,000,000 shares authorized,

101,970,907 and 92,818,233 shares issued and outstanding as of December 31, 2024 and 2023, respectively

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

31, 2025 and 2024, respectively

Common stock, $ 0.001 par value, 500,000,000 shares authorized, 142,128,133 and 101,970,907 shares issued and outstanding as of December

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Accumulated other comprehensive loss

Accumulated deficit

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

Stockholders’ Equity

Liabilities and Stockholders’ Equity

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

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Charging service revenue

Grant and fees rebate

Grant and rebate

Car-sharing services

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Network costs

Warranty and repairs and maintenance

Warranty and repairs and

Car-sharing services

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Operating Expenses:

General and administrative expenses

General and administrative

Other operating expenses

Change in fair value of consideration payable

Change in fair value of

consideration payable and earn-out liabilities

Impairment of goodwill

Impairment of intangible assets

Impairment of intangible

Total Operating Expenses

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Other Income (Expense):

Interest expense

Interest income (expense)

Dividend and interest income

Gain (loss) on extinguishment of notes payable

Change in fair value of derivative and other accrued liabilities

Other expense

Change in fair value of derivatives and other

accrued liabilities

Total Other Income (Expense),

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Net Loss Per Share:

Weighted Average Number of Common Shares Outstanding:

Weighted Average Number of

Common Shares Outstanding:

Weighted Average Number of Common

Shares Outstanding:

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

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Other Comprehensive (Loss) Income:

Cumulative translation adjustments

Foreign currency translation

Total Comprehensive Loss

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thousands except for share amounts)

Preferred Stock

Accumulated Other

Comprehensive

2 unchanged sentences

$ ( 739,041 )

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

Common stock issuance, net

Common stock and warrants issued in satisfaction

of consideration payable

Common stock issued as purchase consideration

Common stock issued in satisfaction of earn-out

Common stock issued upon warrant exercise

Other comprehensive loss

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thousands, except for share amounts)

Preferred Stock

Comprehensive

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$ ( 537,723 )

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

Common stock issued upon exercises of warrants

Common stock issued in public offering, net

of issuance costs [1]

Stock-based compensation

Surrender and cancellation of common stock

Reclassification of common stock liability to equity

Common stock issued in connection with extinguishment of notes payable

Common stock issued upon cashless exercise of options and warrants

Common stock issued in satisfaction of accrued issuable equity

Common stock issuance, net

Other comprehensive loss

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thousands, except for share amounts)

Preferred Stock

Comprehensive

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$ ( 334,030 )

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

Common stock issued as purchase consideration of SemaConnect

Common stock issued as purchase consideration of Electric Blue

Common stock issued in public offering, net

of issuance costs [1]

Common stock issued upon exercises of warrants

Common stock issued upon cashless exercise of warrants

Common stock issued upon exercise of options

Stock-based compensation

Surrender and cancellation of common stock

Reclassification of common stock liability

Common stock issued in connection with extinguishment

of notes payable

Common stock issued upon cashless exercise

of options and warrants

Common stock issued in satisfaction of accrued

issuable equity

Other comprehensive loss

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For the Years Ended

Cash Flows From Operating Activities:

Cash Flows From Operating

$ ( 201,318 )

$ ( 203,693 )

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

Adjustments to reconcile

net loss to net cash used in operating activities:

Depreciation and amortization

Non-cash lease expense

Non-cash gain on lease

Impairment of goodwill

Impairment of intangible assets

Change in fair value of contingent consideration

Change in fair value of derivative and other accrued liabilities

Impairment of intangible

Change in fair value of

contingent consideration

Change in fair value of

derivative and other accrued liabilities

Provision for credit losses

(Gain) loss on extinguishment of notes payable

Loss (gain) on disposal of property and equipment

Provision for slow moving and obsolete inventory

Change in fair value of consideration payable

Gain on settlement of accounts payable, net

(Gain) loss on extinguishment

of notes payable

Loss (gain) on disposal

of property and equipment

Provision for slow moving

and obsolete inventory

Change in fair value of

consideration payable

Gain on settlement of accounts

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, accrued expenses, and other current liabilities

Prepaid expenses and other

current assets

Accounts payable, accrued

expenses, and other current liabilities

Other liabilities

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Deferred revenue

Total Adjustments

Net Cash Used In Operating Activities

Cash Flows From Investing Activities:

Note receivable

Proceeds from sale of marketable securities

Purchase of marketable securities

Purchase consideration of SemaConnect, net of cash acquired

Proceeds from sale of property and equipment

Purchase consideration of Envoy, net of cash acquired

Capitalization of engineering costs

Purchase consideration of Electric Blue, net of cash acquired

Purchases of property and equipment

Net Cash Provided By (Used In) Investing Activities

Cash Flows From Financing Activities:

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

Proceeds from exercise of options and warrants

Repayment of financing liability in connection with finance lease

Cash Used In Operating Activities

Cash Flows From Investing

Proceeds from sale of marketable

Proceeds from sale of equity

method investment

Purchase of marketable

Proceeds from government

Purchase consideration

of Zemetric, net of cash acquired

Proceeds from sale of property

and equipment

Purchase consideration

of Envoy, net of cash acquired

Capitalization of engineering

Purchases of property and

Cash Provided By (Used In) Investing Activities

Cash Flows From Financing

Proceeds from sale of common

stock in public offering [1]

Proceeds from exercise

of options and warrants

Repayment of financing

liability in connection with finance lease

Repayment of notes payable

Net Cash (Used In) Provided By Financing

Effect of Exchange Rate Changes on Cash and Cash Equivalents

Net (Decrease) Increase In Cash and Cash Equivalents and

Restricted Cash

Cash and Cash Equivalents and Restricted Cash - Beginning of Year

Cash and Cash Equivalents and Restricted Cash - End of Year

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

Cash Provided By (Used In) Financing Activities

of Exchange Rate Changes on Cash and Cash Equivalents

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

and Cash Equivalents and Restricted Cash - Beginning of Year

and Cash Equivalents and Restricted Cash - End of Year

Cash and cash equivalents and restricted cash

consisted of the following:

Cash and cash equivalents

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and Restricted Cash - End of Year

For the year ended December 31, 2024, includes gross proceeds

of $ 27,004 , less issuance costs of $ 608 .

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

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

For the year ended December 31, 2025, includes

gross proceeds of $ 20,909 , less issuance costs of $ 1,492 .

For the year ended December 31, 2024, includes

gross proceeds of $ 27,004 , less issuance costs of $ 608 .

For the year ended December 31, 2023, includes

gross proceeds of $ 216,662 , less issuance costs of $ 7,796 .

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

Statements of Cash Flows - Continued

For the Years Ended

Supplemental Disclosures of Cash Flow Information:

Cash paid during the year 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

Transfer of inventory to property and equipment

Reclassification of liability to equity

Common stock issued in satisfaction of accrued issuable equity

Common stock issued as purchase consideration of SemaConnect

Common stock issued as purchase consideration of Electric Blue

Intangible assets obtained in exchange for financing liability

Note receivable applied to purchase consideration of Envoy

Surrender and cancellation of common stock

For the Years

Supplemental Disclosures

of Cash Flow Information:

Cash paid during the year

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

Transfer of inventory to

property and equipment

Reclassification of liability

Common stock issued in

satisfaction of accrued issuable equity

Common stock and warrants

issued in satisfaction of consideration payable

Common stock issued as

purchase consideration of Zemetric

Earn-out liabilities incurred

as purchase consideration of Zemetric

Common stock issued in

satisfaction of earn-out liabilities

Intangible assets obtained

in exchange for financing liability

Note receivable applied

to purchase consideration of Envoy

Surrender and cancellation

of common stock

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

to Consolidated Financial Statements

thousands, except for share and per share amounts)

in thousands, except for share and per share amounts)

BUSINESS ORGANIZATION AND NATURE OF OPERATIONS

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

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

and international markets for EVs.

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 U.S.

and international markets.

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

EV drivers to recharge at various location types.

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

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

and other EV-related services.

The Blink Networks is a proprietary, cloud-based system that operates, maintains and manages Blink charging

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

The Blink Networks provide property owners,

managers, parking companies, state and municipal entities, and other types of commercial customers (“Property Partners”)

with cloud-based services that enable the remote monitoring and management of EV charging stations.

The Blink Networks also provide EV

drivers with vital station information, including station location, availability and fees.

Blink also operates an EV based ride-sharing

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

Blink’s wholly owned subsidiary, 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

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

charging networks (the “Blink Network”) and Blink EV charging equipment and other EV-related services.

The Blink Network

is a proprietary, cloud-based system that operates, maintains and manages Blink charging stations and handles the associated

charging data, back-end operations and payment processing.

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

state and municipal entities, and other types of commercial customers (“Property Partners”) with cloud-based services

that enable the remote monitoring and management of EV charging stations.

The Blink Network also provides EV drivers with vital

station information, including station location, availability, and fees.

Blink also operates an EV-based car-sharing business

through its wholly-owned subsidiary, Blink Mobility LLC.

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

(“Envoy Technologies”), entered into Amendment

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 equity holders’ 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 year ended

December 31, 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 8 – Notes Payable and Consideration Payable 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.

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 by the 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.

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 became effective on November 27, 2025.

to Consolidated Financial Statements

in thousands, except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of December 31, 2024, the Company had cash and cash equivalents and marketable securities of $ 55,404 and

working capital of $ 81,908 .

the years ended December 31, 2024, 2023, and 2022, the Company incurred a net loss of $ 198,132 ,

and $ 91,560 ,

respectively.

During the years ended December 31, 2024, 2023, and 2022, the Company used cash in operating activities of $ 47,162 ,

and $ 82,365 ,

of December 31, 2025, the Company had cash and cash equivalents and marketable securities of $ 39,568 and working capital of $ 25,846 .

During the years ended December 31, 2025, 2024, and 2023, the Company incurred a net loss of $ 83,385 , $ 201,318 , and $ 203,693 , respectively.

During the years ended December 31, 2025, 2024, and 2023, the Company used cash in operating activities of $ 30,857 , $ 48,291 , and $ 97,570 ,

respectively.

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

While the BlinkForward

Initiative (as defined elsewhere) has substantially decreased operating expenses and cash burn, in the near future the Company needs

to generate significant additional product revenues to achieve profitability.

Historically, the Company has been able to raise

funds to support business operations, although there can be no assurance that the Company will be successful in raising significant

additional funds in the future.

The Company expects that cash and cash equivalents will fund operations for at least 12 months after

the issuance date of the financial statements included in this Annual Report.

Historically,

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

Our operations have primarily been funded through

proceeds received in equity and debt financings.

The Company believes it has access to capital resources and continues to evaluate

additional financing opportunities.

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

terms, if at all.

There is also no assurance that the amount of funds raised will enable the Company to complete its EV development

initiatives or attain profitable operations.

December 2025, the Company completed an underwritten registered public offering of 26,666,666

shares of our common stock at a public offering price of $ 0.75

The Company received approximately $ 20,000

in gross proceeds from the public offering, and approximately $ 18,526

in net proceeds after deducting the underwriting discount and offering expenses paid by the Company which were recorded as a

reduction to additional paid - in capital.

The public offering was made pursuant to our registration statement on Form S-1 filed

with the SEC on December 4, 2025, and final prospectus dated December 10, 2025.

Wainwright & Co.

and Roth Capital Partners

acted as co-placement agents in connection with the offering.

February 2023, the Company completed an underwritten registered public offering of 8,333,333

shares of its common stock at a public offering price of $ 12.00

The Company received approximately $ 100,000

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

in net proceeds after deducting the underwriting discount and offering expenses paid by the Company which were recorded as a

reduction to additional paid - in capital.

The- Market Offerings

the year ended December 31, 2025, the Company sold an aggregate of 681,330 shares of common stock under an “at-the-market”

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paid-in capital.

During the year ended December 31, 2023, the Company sold an aggregate of 30,914,695 shares of common stock

under an “at-the-market” equity offering program for aggregate gross proceeds of $ 116,651 , less issuance costs of $ 2,334 which

were recorded as a reduction to additional paid-in capital.

During the year ended December 31, 2024, the Company sold an aggregate of 8,970,010 shares of common stock under an

“at-the-market” equity offering program for aggregate gross proceeds of $ 27,004 , less issuance costs of $ 608 which were recorded

as a reduction to additional paid-in capital.

See Note 11 – Stockholders’ Equity.

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

price of $ 12.00 per share.

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

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

See Note 11 – Stockholders’

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

It is expected that the Company’s

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

profitability.

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

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

The Company expects that its cash on hand will fund

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

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

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

There is no assurance that

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

There is also no assurance that the amount of funds

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

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

and capital expenditures.

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

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

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

complement its product and service offerings.

In May 2025, the Company announced the BlinkForward

Initiative as part of a broader strategic restructuring plan aimed at accelerating the Company’s path to profitability and enhancing operational

Key pillars of the BlinkForward Initiative were designed to transform the Company into a more agile and lean organization.

This included a significant reduction in our global workforce, reductions in other operating, general and administrative expenses, and

a shift to contract manufacturing for EV hardware to reduce overhead expenses and focus on intellectual property and customer support

The transition to contract manufacturing was completed in January 2026, and Blink no longer maintains manufacturing facilities

to Consolidated Financial Statements

thousands, except for share and per share amounts)

in thousands, except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

8 unchanged sentences

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

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

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

payable, derivative liabilities and the recoverability and useful lives of

long-lived assets and consideration payable.

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

Company and general economic conditions.

compensation, accounts receivable reserves, net realizable value of inventory, goodwill impairment analysis, the

valuation allowance related to the Company’s deferred tax assets, intangible assets impairment analysis, right-of-use

assets and related leases payable, derivative liabilities and the recoverability and useful lives of long-lived assets and

consideration payable.

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

the Company and general economic conditions.

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

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of the assets or liabilities.

Company considers cash and cash equivalents, marketable securities, accounts receivable, accounts payable and accrued liabilities to

meet the definition of financial instruments.

As of December 31, 2024 and 2023, the carrying amount of cash and cash equivalents,

marketable securities, accounts receivable, accounts payable and accrued liabilities approximate their fair value due to the

relatively short period of time between their origination and their expected realization or payment.

The carrying amount of

consideration payable (excluding the amounts related to the Envoy common stock consideration payable) approximates its fair value as

the terms are comparable to terms currently offered by local lending institutions for arrangements with similar terms to industry

peers with comparable credit characteristics.

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

financial instruments.

As of December 31, 2025 and 2024, the carrying amount of cash and cash equivalents, accounts receivable, accounts

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

their expected realization or payment.

The carrying amount of consideration payable (excluding the amounts related to the Envoy common

stock consideration payable) approximates its fair value as the terms are comparable to terms currently offered by local lending institutions

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

The common stock consideration payable

related to the Envoy acquisition was settled during 2025.

AND CASH EQUIVALENTS

and cash equivalents consist primarily of highly liquid investments such as money market funds and deposits held at major banks.

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash

equivalents, which is determined at the date of purchase.

The Company has cash on deposits in several financial institutions

which, at times, may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits.

The Company has

not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions.

reduces its credit risk by placing its cash and cash equivalents with major financial institutions.

As of December 31, 2024, the

Company had $ 10,052

held in foreign financial institutions.

Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents, which

is determined at the date of purchase.

The Company has cash on deposit in several financial institutions which, at times, may be in

excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits.

The Company has not experienced losses in such

accounts and periodically evaluates the creditworthiness of its financial institutions.

The Company reduces its credit risk by placing

its cash and cash equivalents with major financial institutions.

As of December 31, 2025 and 2024, the Company had $ 5,384 and $ 10,052 ,

respectively, held in foreign financial institutions.

to Consolidated Financial Statements

thousands, except for share and per share amounts)

in thousands, except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

RESTRICTED CASH

Cash and cash equivalents that are restricted as to withdrawal or use under

the terms of certain contractual agreements are recorded as restricted cash on the accompanying consolidated balance sheets.

Company had equity securities of $ 13,630 and

of December 31, 2024 and 2023, respectively.

These securities consist primarily of mutual funds and will be used for future working capital

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 consolidated statements

of operations.

and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements are recorded as restricted

cash on the accompanying consolidated balance sheets.

Company had marketable securities of $ 0

as of December 31, 2025 and 2024, respectively.

These securities

consist primarily of mutual funds and will be used for future 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 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 and 2023.

There were no marketable securities as of December 31, 2025.

The marketable securities were all classified as trading as of December

Marketable securities are stated at fair value.

below table provides supplemental information related to marketable securities:

OF SUPPLEMENTAL INFORMATION RELATED TO MARKETABLE SECURITIES

OF MARKETABLE SECURITIES

For the Years Ended

2 unchanged sentences

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

ACCOUNTS RECEIVABLE

Accounts receivable are carried at their contractual amounts, less a provision for current expected credit losses.

The reserve represents

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

As of December

31, 2024 and 2023, there was an allowance for expected credit losses of $ 8,426 and $ 6,750 , respectively.

Management estimates the allowance

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

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

below table illustrates the change in the allowance for expected credit losses for the years ended December 31, 2024 and 2023.

AND OTHER RECEIVABLES

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

The reserve represents the

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

As of December 31, 2025 and

2024, there was an allowance for expected credit losses of $ 10,445 and $ 8,426 , respectively.

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

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

table below illustrates the change in the allowance for expected credit losses for the years ended December 31, 2025, 2024, and

SCHEDULE OF CHANGE IN ALLOWANCE FOR

EXPECTED CREDIT LOSS

Allowance for Expected Credit Losses

Beginning balance as of January 1,

Provision for credit losses

Ending balance as of December 31,

within the table above reflects the impact of write-offs and other recoveries.

for Expected Credit Losses

balance as of January 1,

for credit losses

Ending balance as of

to Consolidated Financial Statements

in thousands, except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

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

6 unchanged sentences

present location and condition.

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

Products that are

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

Based on the aforementioned periodic reviews, the

Company recorded an inventory reserve for slow-moving or excess inventory of $ 3,129

and $ 777 as of

December 31, 2024 and 2023, respectively.

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

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

As of December 31, 2025, the

Company’s inventory was comprised of $ 5,532 of

finished goods that were available for sale and $ 8,621 of

raw material and work in process.

As of December 31, 2024, the Company’s inventory was comprised of $ 16,987

1 unchanged sentence

of raw material and work in process.

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

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

raw material and work in process.

below table illustrates the change in the reserve for slow-moving or excess inventory for the years ended December 31, 2024 and 2023.

The provisions for slow moving and obsolete inventory are included within cost of product sales on the consolidated statements of operations.

table below illustrates the change in the reserve for slow-moving or excess inventory for the years ended December 31, 2025, 2024, and

SCHEDULE OF RESERVE FOR SLOW-MOVING

OR EXCESS IN INVENTORY

Inventory Reserve

Beginning balance as of January 1,

Provision for slow moving and obsolete inventory

Ending balance as of December 31,

within the table above reflects the impact of write-offs.

balance as of January 1,

for slow moving and obsolete inventory

balance as of December 31,

to Consolidated Financial Statements

thousands, except for share and per share amounts)

in thousands, except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

AND EQUIPMENT

and equipment is stated at cost, net of accumulated depreciation and amortization which is recorded commencing at the in-service date

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

SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT

Computer software and office and computer equipment

Machinery and equipment, automobiles, furniture and fixtures

Installed Level 2 electric vehicle charging stations

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

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

and equipment is stated at cost or fair value at the date of acquisition for property and equipment acquired in a business combination, net of accumulated depreciation and amortization which is recorded commencing at the in-service

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

OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT

Electric vehicle charging stations

Office and computer equipment

Leasehold improvements

Machinery and equipment

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

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

4 unchanged sentences

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

that have been installed on the premises of participating owner/operator properties or are earmarked to be installed.

Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying

amount of the asset may not be recoverable.

The Company assesses the recoverability of its long-lived assets by monitoring current selling

prices of car charging units in the open market, the adoption rate of various auto manufacturers in the EV market and projected car charging

that has been installed on the premises of participating owner/operator properties or are earmarked to be installed.

Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount

of the asset may not be recoverable.

The Company assesses the recoverability of its long-lived assets by monitoring current selling prices

of car charging units in the open market, the adoption rate of various auto manufacturers in the EV market and projected car charging

utilization at various public car charging stations throughout its network in determining fair value.

1 unchanged sentence

when estimated future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying

As electric vehicle charging requirements and technologies

change, driven by federal, state or local regulatory authorities or by electric vehicle manufacturers or other technology or services

providers for the charging station industry, in particular cellular connectivity technology, the Company may need to upgrade or adapt

its charging station products or introduce new products in order to serve new vehicles, conform to new standards, or adapt new technologies

to serve existing customers or new customers at substantial research, development, and network upgrades costs.

During the year ended December

31, 2022, the Company incurred $ 3,809 related to these upgrades.

As of December 31, 2023, the charger upgrades were substantially complete.

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

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

connectivity technology.

When such changes occur, the Company may need to upgrade or adapt its charging station products or

introduce new products to serve new vehicles, conform to new standards, or adapt new technologies to serve existing customers or new

customers at substantial research, development, and network upgrades costs.

No impairment charges were recorded on property and equipment for the years ended December 31, 2025, 2024, and 2023.

Note 4 – Property and Equipment for additional details.

to Consolidated Financial Statements

thousands, except for share and per share amounts)

in thousands, except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

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

other identifiable intangible assets, and liabilities assumed in a business combination.

To determine the amount of goodwill resulting

from a business combination, the Company performs an assessment to determine the acquisition date fair value of the acquired company’s

tangible and identifiable intangible assets and liabilities.

other identifiable intangible assets, net of liabilities assumed in a business combination.

To determine the amount of goodwill

resulting from a business combination, the Company performs an assessment to determine the acquisition date fair value of the

acquired company’s tangible and identifiable intangible assets and liabilities.

is required to be evaluated for impairment on an annual basis or whenever events or changes in circumstances indicate the asset may be

4 unchanged sentences

If the entity determines that this threshold is met, then the Company may apply a one-step quantitative test and record the amount

of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount

of goodwill allocated to the reporting unit.

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

results accordingly.

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

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

The Company has

elected to perform its annual goodwill impairment review on November 1 of each year utilizing a qualitative assessment to determine if

it was more likely than not that the fair value of each of its reporting units was less than their respective carrying values.

of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill

allocated to the reporting unit.

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

The Company is required to make certain subjective and complex judgments in assessing whether goodwill may be impaired.

These judgments include significant assumptions and estimates used to determine the fair value of its reporting units, such as projected revenues and related growth rates, projected operating margins and operating cash flows, discount

rates, and future economic and market conditions.

The Company has elected to perform

its annual goodwill impairment review on November 1 of each year, initially utilizing a qualitative assessment to determine whether it is more likely

than not that the fair value of each reporting unit is less than its carrying amount.

Note 6 - Goodwill for further information.

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

intangible assets primarily include trade name, internal use software, customer relationships, internally developed technology, capitalized

engineering costs and non-compete agreements.

15 unchanged sentences

the first quarter of 2024, the Company’s Board of Directors approved a plan for the sale of underperforming assets of a subsidiary.

On April 30, 2024, the Company entered into an agreement to sell installed and inventory charging units and the associated agreements

with existing customers, hosts, and drivers.

April 30, 2024, the Company entered into an agreement to sell installed and inventory charging units and the associated agreements with

existing customers, hosts, and drivers.

This transaction was completed and funded on July 3, 2024.

As a result, the Company recorded

a loss of $ 945 for the year ended December 31, 2024, respectively, which is included in operating expenses on the accompanying consolidated

a loss of $ 945 for the year ended December 31, 2024, which is included in operating expenses on the accompanying consolidated

statements of operations.

1 unchanged sentence

not material to the Company’s consolidated financial statements.

to Consolidated Financial Statements

in thousands, except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

CURRENCY TRANSLATION

9 unchanged sentences

for the Pound Sterling as of December 31, 2024.

for the Euro, 0.0121

for the Indian Rupee and 1.1299

for the Pound Sterling as of December 31, 2022).

Expense accounts are translated at the weighted average exchange rate for the period ( 1.0439

for the Euro, 0.0117

for the Indian Rupee and 1.2852

for the Pound Sterling during the year ended

December 31, 2024;

for the Euro, 0.0120

for the Indian Rupee and 1.2664

for the Pound Sterling during the year ended

December 31, 2023;

for the Euro, 0.0121

for the Indian Rupee and 1.1903

for the Pound Sterling during the year ended

December 31, 2022).

accounts are translated at the weighted average exchange rate for the period $ 1.1317 for the Euro, $ 0.0115 for the Indian Rupee and $ 1.3204

for the Pound Sterling during the year ended December 31, 2025;

$ 1.0439 for the Euro, $ 0.0117 for the Indian Rupee and $ 1.2852 for the

Pound Sterling during the year ended December 31, 2024;

$ 1.0980 for the Euro, $ 0.0120 for the Indian Rupee and $ 1.2664 for the Pound

Sterling during the year ended December 31, 2023;

Equity accounts are translated at historical exchange rates.

The resulting translation adjustments are recognized

in stockholders’ equity as a component of accumulated other comprehensive income.

Comprehensive income (loss) is defined as the

change in equity of an entity from all sources other than investments by owners or distributions to owners and includes foreign currency

translation adjustments as described above.

Transaction gains (losses) attributable to foreign exchange were ($ 363 ),

and included within general and administrative expenses during the years ended December 31, 2024, 2023, and 2022, respectively.

translation adjustments attributable to foreign exchange were ($ 3,309 ), $ 510 , and ($ 1,262 ) during the years ended December 31, 2024,

2023, and 2022, respectively.

The resulting translation

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

Comprehensive

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

owners and includes foreign currency translation adjustments as described above.

Transaction gains (losses) attributable to foreign

exchange were $ 1,419 ,

and are included within general and administrative expenses during the years ended December 31, 2025, 2024, and 2023, respectively.

Currency translation adjustments attributable to foreign exchange were ($ 2,886 ),

during the years ended December 31, 2025, 2024, and 2023, respectively.

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

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

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

or installation of the product.

service revenue – The Company generates charging service revenue from fees charged to users for the use of charging stations, including per-session connection

fees and usage-based charges.

Revenue is recognized at the point in time when a particular charging session

is completed.

– 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 gross

basis on a straight-line basis over the contract term.

The Company also facilitates

the sale of third-party warranties for which it acts as an agent;

accordingly, revenue from third-party warranties is recognized on a net basis at the point in time

Further, 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.

fees and warranty – Represents a stand-ready obligation whereby the Company is obligated

to perform over a period of time and, as a result, revenue is recognized on a straight-line basis over the contract term.

fees are billed annually.

– Primarily related to transaction fees recognized at a point in time.

Other revenues

are also comprised of sales related to alternative fuel credits.

services – Relate to revenues and expenses from electric vehicle-sharing and electric

vehicle charging services provided to apartments, offices and hotels for use by their residents and guests and are recognized in

accordance with ASC 842.

Revenue is recognized over the duration of the rental agreement which are short term in nature.

and fees rebate – Grants and rebates related to EV charging stations and associated installation

costs are accounted for by analogy to IAS 20 .

Grant proceeds are initially deferred and recognized

in revenue in a manner consistent with the terms of the

to Consolidated Financial Statements

thousands, except for share and per share amounts)

in thousands, except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

Company recognizes revenue primarily from the following types of contracts with customers:

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

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

service revenue – Revenue is recognized at the point when a particular charging session is completed.

Network fees – Represents a stand-ready

obligation whereby the Company is obligated to perform over a period of time and, as a result, revenue is recognized on a straight-line

basis over the contract term.

Network fees are billed annually.

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.

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

as revenue in a manner consistent with the related depreciation expense of the related asset over the useful life of the charging

services – Relate to revenues and expenses from electric vehicle-sharing and electric

vehicle charging services provided to apartments, offices and hotels for use by their residents

and guests and are recognized in accordance with ASC 842.

Revenue is recognized over the

duration of the rental agreement which are short term in nature.

Other – Primarily

related to transaction fees recognized at a point in time.

Other revenues are also comprised of sales related to alternative fuel

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

SCHEDULE OF REVENUE RECOGNITION BY CONTRACT

OF REVENUE RECOGNITION

For the Years Ended

Revenues - Recognized at a Point in Time

ASC 606 Revenues - Recognized at a Point in Time

Product sales

1 unchanged sentence

Total Revenues - Recognized at a Point in Time

Revenues - Recognized Over a Period of Time:

ASC 606 Revenues - Recognized Over a Period of Time:

Total Revenues - Recognized Over a Period of Time

Revenues- Other

ASC 842 - Revenues

Car-sharing services

Grant and fees rebate

Total Revenues - Other

Total Revenue

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

SCHEDULE OF REVENUE RECOGNITION BY GEOGRAPHICAL AREA

For The Years Ended

Revenues by Geographical Area

United States

International

Revenues - Other

Grant and rebate

Total Revenue

to Consolidated Financial Statements

thousands, except for share and per share amounts)

in thousands, except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

1 unchanged sentence

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

Payment terms are generally

Payment terms are generally thirty

A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment.

Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance

obligations are satisfied.

Consideration promised in the Company’s contracts with customers is variable due to anticipated reductions,

such as sales returns, and miscellaneous claims from customers.

The Company estimates the most likely amount it will be entitled to receive

and records an anticipated reduction against revenues at the time revenues are recognized.

The Company recognizes revenue from numerous contracts

with multiple performance obligations.

For these contracts, the Company allocates the transaction price to each performance obligation

based on the relative standalone selling price of the product or service underlying each performance obligation.

The standalone selling

price represents the observable price for which the Company would sell the product or service to a customer on a standalone basis (i.e., not sold

as a bundled sale with any other products or services).

The allocation of transaction price among separate performance obligations may

impact the timing of revenue recognition but will not change the total revenue recognized on the contract.

of December 31, 2024, the Company had $ 27,962 related to contract liabilities where performance obligations have not yet been satisfied,

which has been included within deferred revenue on the consolidated balance sheets as of December 31, 2024.

Alternatively,

when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are

Company recognizes revenue from numerous contracts with multiple performance obligations.

For these contracts, the Company allocates

the transaction price to each performance obligation based on the relative standalone selling price of the product or service underlying

each performance obligation.

The standalone selling price represents the observable price for which the Company would sell the product

or service to a customer on a standalone basis (i.e., not sold as a bundled sale with any other products or services).

The allocation

of transaction price among separate performance obligations may impact the timing of revenue recognition but will not change the total

revenue recognized on the contract.

of December 31, 2025, the Company had $ 17,282

related to contract liabilities where performance obligations

have not yet been satisfied, which has been included within deferred revenue on the consolidated balance sheets.

The Company expects to satisfy $ 12,137

$ 17,359 of its remaining performance obligations for network fees, warranty revenue, product sales, and other and recognize the revenue

within the next twelve months.

As of December 31,

2023, the Company had $ 26,075 related to contract liabilities where performance obligations have not yet been satisfied, which has

been included within deferred revenue on the consolidated balance sheets as of December 31, 2023.

of its remaining performance obligations for network fees,

warranty revenue, product sales, and other and recognize the revenue within the next twelve months.

of December 31, 2024, the Company had $ 22,138

related to contract liabilities where

performance obligations have not yet been satisfied, which has been included within deferred revenue on the consolidated balance sheets.

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

2 unchanged sentences

satisfied) in previous periods as specified by ASC 606-10-50-12A.

rebates and alternative fuel credits pertaining to revenues and periodic expenses which are accounted for under ASC 832 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.

During the years ended December 31, 2024, 2023,

and 2022, the Company recognized $ 211 ,

respectively, of revenue related to alternative fuel credits, which is included within other revenue on the consolidated statements

of operations.

Car-sharing services relate to revenues and expenses

from electric vehicle-sharing and electric vehicle charging services provided to apartments, offices and hotels for use by their residents

and guests and are recognized in accordance with ASC 842.

The Company provides electric vehicles to be available for use and the contracting

locations are invoiced on a monthly or quarterly basis under the terms of the agreement signed with each respective customer.

is also derived from parties who schedule use of electric vehicles that are not provided specifically for exclusive use to a particular

customer under an ongoing existing contractual arrangement.

The Company accounts for such rentals as operating leases.

The lease terms

are included in the Company’s contracts, and the determination of whether the Company’s contracts contain leases generally

does not require significant assumptions or judgments.

The Company’s lease revenues do not include material amounts of variable

The Company does not provide an option for the lessee to purchase the rented vehicle at the end of the lease.

The Company is

unsure of when the customer will return the vehicles.

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

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

the years ended December 31, 2025, 2024, and 2023, the Company recognized $ 744 , $ 211 , and $ 214 , respectively, of revenue related to alternative

fuel credits, which is included within other revenue on the consolidated statements of operations.

to Consolidated Financial Statements

in thousands, except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

RECOGNITION – CONTINUED

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

offices and hotels for use by their residents and guests and are recognized in accordance with ASC 842.

The Company provides electric

vehicles to be available for use and the contracting locations are invoiced on a monthly or quarterly basis under the terms of the agreement

signed with each respective customer.

Revenue is also derived from parties who schedule use of electric vehicles that are not provided

specifically for exclusive use to a particular customer under an ongoing existing contractual arrangement.

The Company accounts for such

rentals as operating leases.

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

contracts contain leases generally does not require significant assumptions or judgments.

The Company’s lease revenues do not include

material amounts of variable payments.

The Company does not provide an option for the lessee to purchase the rented vehicle at the end

of the lease.

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

1 unchanged sentence

Lessees do not provide residual value guarantees on rented vehicles.

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

The Company’s vehicles are

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

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

Company receives grants from federal, state, and foreign government agencies related to capital investments in electric vehicle charging

equipment The Company’s accounting policy is to analogize to IAS 20, Accounting for Government Grants and Disclosure of Government

Assistance, under IFRS Accounting Standards.

Under IAS 20, once it is reasonably assured that the entity will comply with the conditions

of the grant, the grant money should be recognized on a systematic basis over the periods in which the entity recognizes the related

expenses or losses for which the grant money is intended to compensate.

The Company recognizes grants once it is probable that both of

the following conditions will be met:

(1) the Company is eligible to receive the grant and (2) the Company is able to comply with the

relevant conditions of the grant.

Government grants whose primary condition is the purchase, construction, or acquisition of a long-lived

asset are considered asset-based grants and are recognized as a liability.

Other government grants not related to long-lived assets are considered income-based grants, which are initially recognized as “Government

grants receivable” and are also recognized as a reduction to the related cost of activities that generated the benefit.

received from asset-based grants are presented as cash inflows from investing activities on the consolidated statements of cash flows,

whereas proceeds received from income-based grants are presented as cash inflows from operating activities.

Private and government grants

and rebates related to EV charging stations and their installation are deferred and amortized in a manner consistent with the recognition

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

Grant receivables are included within

prepaid expenses and other current assets on the Company’s consolidated balance sheets.

Current liabilities related to government

grants are included within accounts payable, accrued expenses and other current liabilities, and non-current liabilities related to government

grants are included within other liabilities.

As of December 31, 2025, the Company had government grant receivables of $ 0

and government grant liabilities of $ 11,067 ,

of which $ 2,869

were current and $ 8,198

were non-current.

As of December 31, 2024, the Company had government grant receivables of $ 1,129

and government grant liabilities of $ 7,327 ,

of which $ 1,784 were current

were non-current.

During the years ended December 31, 2025, 2024, and 2023, government grants of $ 3,236 $ 1,129 and $ 0 respectively, were

recognized as a reduction to depreciation expense on the consolidated statements of operations.

Company participates in various advertising programs.

All costs related to advertising of the Company’s products and services

are expensed in the period incurred.

Advertising costs charged to operations for the years ended December 31, 2024, 2023, and 2022

were $ 2,266 ,

and $ 2,618 ,

respectively, and are included in general and administrative expenses on the consolidated statements of operations.

All costs related to advertising of the Company’s products and services are expensed

in the period incurred.

Advertising costs charged to operations for the years ended December 31, 2025, 2024, and 2023 were $ 1,606 , $ 2,266 ,

and $ 2,321 , respectively, and are included in general and administrative expenses on the consolidated statements of operations.

CONCENTRATIONS

of December 31, 2024, accounts receivable from a significant customer

of December 31, 2025, accounts receivable from a significant customer was 18 % of total accounts receivable and accounts receivable from

another significant customer was 11 % of accounts receivable.

As of December 31, 2024, accounts receivable from a significant customer

was 12 % of total accounts receivable.

As of December 31, 2024, accounts payable to a significant vendor was approximately

As of December 31, 2025 and 2024, accounts payable to a significant vendor was approximately 12 %

of accounts payable.

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

year ended December 31, 2022, sales to a significant customer represented 15 % of total revenue.

During the year ended December 31, 2024,

the Company made purchases from a significant supplier that represented 12 % of total purchases.

During the years ended December 31,

2023 and 2022, the Company made purchases from another significant supplier that represented 24 % and 19 %, respectively, of total purchases.

During the year ended December 31, 2025, revenue from a significant customer represented 10 % of total revenue.

the year ended December 31, 2025 and 2024, the Company made purchases from a significant supplier that represented 12 % of total purchases.

During the years ended December 31, 2023, the Company made purchases from another significant supplier that represented 24 % of total

to Consolidated Financial Statements

in thousands, except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

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

3 unchanged sentences

options granted using the Black-Scholes option pricing model.

to Consolidated Financial Statements

thousands, except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

Company determines if an arrangement is a lease at inception.

15 unchanged sentences

a straight-line basis over the lease term.

The Company provides charging services at designated locations on the host’s property at which the charging station is situated.

In consideration thereof, the host shares in the monthly revenue generated by the charging station on a percentage basis.

As the charging

station monthly revenue generated is variable, the host’s monthly revenue derived there from is similarly variable.

These arrangements

contain embedded lease arrangements to place charging equipment in designated space located on the host’s site in exchange for

variable lease payments based on revenue-sharing provisions, which are expensed as incurred in host provider fees in the accompanying

consolidated statements of operations.

The Company has elected the practical expedient to not separate non-lease components from lease

components in the measurement of liabilities for all asset classes.

Company provides charging services at designated locations on the host’s property at which the charging station is situated.

In consideration

thereof, the host shares in the monthly revenue generated by the charging station on a percentage basis.

As the charging station monthly

revenue generated is variable, the host’s monthly revenue derived there from is similarly variable.

These arrangements contain embedded

lease arrangements to place charging equipment in designated space located on the host’s site in exchange for variable lease payments

based on revenue-sharing provisions, which are expensed as incurred in host provider fees in the accompanying consolidated statements

of operations.

The Company has elected the practical expedient to not separate non-lease components from lease components in the measurement

of liabilities for all asset classes.

The Company expenses variable lease payments as incurred.

to Consolidated Financial Statements

thousands, except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

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

17 unchanged sentences

tax year ended December 31, 2009 if the Company were to utilize its NOLs) which will be subject to audit by federal and state authorities

The Company’s policy is to recognize interest and penalties accrued on uncertain income tax positions in interest

expense in the Company’s consolidated statements of operations.

The Company’s policy is to recognize interest and penalties accrued on uncertain income tax positions in interest expense

in the Company’s consolidated statements of operations.

As of December 31, 2025 the Company had no unrecognized tax benefits.

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

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

to Consolidated Financial Statements

in thousands, except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

LOSS PER COMMON SHARE

7 unchanged sentences

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

For the Years Ended

For the Years

Restricted stock units

Total potentially dilutive shares

In addition, 1,932,682 and 1,150,152 warrants for the years ended December

31, 2025 and 2024, respectively, and 496,600 and 986,165 options for the years ended December 31, 2025 and 2024, respectively, were excluded

from the above table because their exercise prices exceeded the average market price of the Company’s common stock during the respective

periods, and would have been anti-dilutive regardless of the Company’s net loss position.

RECLASSIFICATIONS

Certain prior year balances have been

reclassified in order to conform to current year presentation.

These reclassifications have no effect on previously reported results of

operations or loss per share.

prior year balances have been reclassified to conform to current year presentation.

These reclassifications have no effect on previously

reported results of operations or loss per share.

AND CONTINGENCIES

2 unchanged sentences

to Consolidated Financial Statements

thousands, except for share and per share amounts)

in thousands, except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

ISSUED ACCOUNTING STANDARDS

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

2023-05, “Business Combinations - Joint Venture Formations (Subtopic 805-60):

Recognition and Initial Measurement,”

under which an entity that qualifies as either a joint venture or a corporate joint venture as defined in the FASB Accounting

Standards Codification (“ASC”) master glossary is required to apply a new basis of accounting upon the formation of the

joint venture.

Specifically, the ASU provides that a joint venture or a corporate joint venture (collectively, “joint

ventures”) must initially measure its assets and liabilities at fair value on the formation date.

The amendments are effective

for all joint ventures within the ASU’s scope that are formed on or after January 1, 2025.

Early adoption is permitted in any

annual or interim period as of the beginning of the related fiscal year.

The adoption of this pronouncement on January 1, 2025 did

not have a material impact on the Company’s consolidated financial statements.

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

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

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

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

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

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

The adoption of this pronouncement is not

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

December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” related to

improvements to income tax disclosures.

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

for the effective tax rate reconciliation and income taxes paid.

The amendments in this update are effective for fiscal years beginning

In October 2023, the Financial Accounting Standards Board (“FASB”)

issued Accounting Standards Update (“ASU”) 2023-06, Disclosure Improvements.

For entities subject to the SEC’s existing

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

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

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

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

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

The Company does not expect

the adoption of this pronouncement to have a material impact on its consolidated financial statements.

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

(Subtopic 220-40), which requires additional disclosures in the footnotes that disaggregate certain expenses presented on the face of

the income statement.

This standard is effective for the Company’s annual reporting period beginning January 1, 2027 and interim reporting

periods beginning January 1, 2028.

Retrospective application to comparative periods is optional, and early adoption is permitted.

Company is currently evaluating the effects of adopting this new accounting guidance on its consolidated financial statements and related

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts

Receivable and Contract Assets.

The amendments provide a practical expedient that permits entities to assume that current economic conditions

as of the balance sheet date will remain unchanged over the remaining life of current accounts receivable and current contract assets

when developing reasonable and supportable forecasts for estimating expected credit losses under ASC 326.

The ASU is effective for fiscal

years beginning after December 15, 2025, including interim periods within those fiscal years, with early adoption permitted.

The amendments

are to be applied prospectively.

The Company is currently evaluating the impact this guidance will have on its consolidated financial

statements and related disclosures.

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

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.

It also 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 annual reporting periods beginning after December 15, 2027, and interim

reporting periods within those fiscal years.

Early adoption is permitted.

The Company is currently assessing the impact that adoption

of this new accounting guidance will have on its 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 (Topic 606):

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

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 consolidated financial statements

and footnote disclosures.

September 2025, the FASB issued ASU 2025-08, Derivatives and Hedging (Topic 815):

Clarifications on Scope and Application.

This ASU provides

targeted clarifications to the scope and application of Topic 815, including refinements related to the assessment of whether certain

contracts meet the definition of a derivative.

The amendments are intended to reduce complexity and diversity in practice by clarifying

existing guidance rather than introducing new accounting requirements.

The amendments are effective for annual reporting periods beginning

after December 15, 2027, and interim reporting periods within those annual periods.

Early adoption is permitted.

The Company is currently

assessing the impact that adoption of this ASU will have on its consolidated financial statements and related disclosures.

October 2025, the FASB issued ASU 2025-09, Financial Instruments (Topic 825):

Targeted Disclosure Improvements.

This ASU enhances existing

disclosure requirements related to financial instruments, including clarifications and refinements intended to improve the relevance

and transparency of information provided to financial statement users.

The amendments focus primarily on disclosure presentation and

do not change the recognition or measurement of financial instruments.

The amendments are effective for annual reporting periods beginning

after December 15, 2027.

The adoption of this pronouncement on January 1, 2025 did not have a

material impact on the Company’s consolidated financial statements.

November 2024, the FASB issued ASU 2024-03 “Income Statement- Reporting Comprehensive Income- Expense Disaggregation

Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses” to require more detailed information about

specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included

in certain expense captions presented on the face of the income statement.

This ASU is effective for fiscal years beginning after

December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of

this ASU or (2) retrospectively to all prior periods presented in the financial statements.

The Company is currently evaluating the

impact of adopting this guidance on its consolidated financial statements and related disclosures.

to Consolidated Financial Statements

thousands, except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

The Company is currently evaluating the impact that adoption of this ASU will have

on its consolidated financial statements and related disclosures.

December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities,

which adds guidance on the recognition, measurement and presentation of government grants.

The new standard is effective for fiscal years

beginning after December 15, 2028.

Early adoption is permitted.

The Company has previously analogized to IAS 20, Accounting for Government

Grants and Disclosure of Government Assistance, to account for refundable tax credits as an income grant.

The Company’s existing policy

on grants under IAS 20 aligns with the updated guidance, and the Company does not expect a material effect on its consolidated financial

statements upon adoption.

December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements.

This ASU clarifies and reorganizes

interim reporting disclosure requirements by introducing a disclosure principle that requires entities to disclose significant events

and changes in circumstances that occur during interim periods.

The amendments are intended to improve the consistency, usefulness, and

understandability of interim financial reporting by focusing disclosures on matters that are material to an understanding of the entity’s financial position, cash flows, and results of operations.

The amendments are effective for interim reporting periods within annual

reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact that

adoption of this ASU will have on its consolidated financial statements and related disclosures.

ADOPTED ACCOUNTING STANDARDS

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

which amends guidance in Topic 820, Fair Value Measurement.

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

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

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

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

the fair value of equity

securities subject to contractual sale restrictions;

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

and the circumstances that

could cause a lapse in the restriction(s).

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

The Company adopted

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

November 2023, the FASB issued ASU 2023-07 “Segment Reporting:

Improvements to Reportable Segment Disclosures.” The

amendments in this update require additional disclosure of significant expenses related to our reportable segments, additional

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

The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal

years beginning after December 15, 2024.

The Company adopted ASU 2023-07 effective December 31, 2024 and its adoption impacted

certain disclosures in the notes to the consolidated financial statements.

See Note 17 - Segment Reporting for additional

August 2023, the FASB issued ASU 2023-05,

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

Recognition and Initial Measurement, under which an entity

that qualifies as either a joint venture or a corporate joint venture as defined in the FASB Accounting Standards Codification (“ASC”)

master glossary is required to apply a new basis of accounting upon the formation of the joint venture.

Specifically, the ASU provides

that a joint venture or a corporate joint venture (collectively, “joint ventures”) must initially measure its assets and

liabilities at fair value on the formation date.

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

formed on or after January 1, 2025.

The Company adopted this pronouncement on January 1, 2025.

The adoption did not have a material impact

on the Company’s consolidated financial statements.

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

2023-09 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.

The Company adopted ASU No.

2023-09 as of January 1, 2025 on

a prospective basis and have included the relevant disclosures in Note 12, Income Taxes.

to Consolidated Financial Statements

thousands, except for share and per share amounts)

in thousands, except for share and per share amounts)

BUSINESS COMBINATIONS

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 Company acquired Zemetric

in order to acquire Level 2 charging hardware technology that enhances and complements

the Company’s existing product portfolio.

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

(i) $ 207 (net of cash acquired

of $ 43 ) 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) earn-out payments with an aggregate value up to $ 3,438 , payable, at the Company’s sole discretion,

in additional shares of the Company’s common stock, cash, or a combination thereof, contingent upon the achievement of specified milestones

pursuant to the SPA.

No portion of the earn-out 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 earn-out consideration capped at a maximum of 100% or $ 3,438 .

of December 31, 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 December 31, 2025.

See Note 7 - Accrued Expenses for additional details.

earn-outs are 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.

During the year ended December 31, 2025, the Company completed its analysis of the purchase price allocation related to the Zemetric acquisition.

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

Purchase Price Allocation

Consideration:

(net of cash acquired of $ 43 )

stock consideration

Purchase Consideration

relationships

and equipment

payable-related party

working capital

Value of Identified Net Assets

Remaining Goodwill

to Consolidated Financial Statements

in 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

Total current assets

Less current liabilities:

Accounts payable

Accrued expenses

Deferred revenue

Total current liabilities

Net working capital

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 an 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.

to Consolidated Financial Statements

in thousands, except for share and per share amounts)

BUSINESS COMBINATION – CONTINUED

fair value of the earn-out liabilities was 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 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

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

date) through December 31, 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 December 31, 2025 included revenues of approximately $ 14 and

net loss of approximately $ 40 .

Acquisition-related costs were immaterial.

to Consolidated Financial Statements

in thousands, except for share and per share amounts)

BUSINESS COMBINATION – CONTINUED

TECHNOLOGIES, INC.

5 unchanged sentences

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

The Company acquired Envoy to enter the EV private rideshare market with

the expectation to create incremental opportunities to deploy and sell Blink charging solutions.

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

(i) $ 6,000 in cash paid upon

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

(ii) a promissory note of Mobility in the principal amount of $ 5,000

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

(iii) a promissory note of Mobility in the principal

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

and (iv) (a) in the event of an

initial public offering or direct listing of Mobility or Mobility’s successor within 24 months after the Closing (and shares of

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

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

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

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

(i) $ 6,000 in cash paid

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

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

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

(iii) a promissory note of

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

and (iv) (a) in the event of an initial public offering or direct listing of Mobility or Mobility’s successor within 24 months after

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

common stock of Mobility or Mobility’s successor, depending on the timing of such offering or listing, (b) in the event there is

no initial public offering or direct listing of Mobility or Mobility’s successor within 24 months after the Closing, $21,000 worth

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

with an aggregate value of $21,000.

aggregate purchase price was $ 30,900 , which included working capital deficit of $ 1,595 and closing date cash of $ 19 .

The fair value of

the consideration paid in the acquisition consisted of:

(a) $6,000 in cash ($4,679 was paid at Closing and $1,321 was paid prior to Closing

in the form of a note receivable);

value of the consideration paid in the acquisition consisted of:

(a) $6,000 in cash ($4,679 was paid at Closing and $1,321 was paid prior

to Closing in the form of a note receivable);

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

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

conditions described above.

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

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

The payment of shares of common stock of the Company,

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

to issuance thereof.

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

consolidated balance sheet as of December 31, 2023.

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

assets acquired and liabilities assumed for Envoy.

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

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

The Company recognized certain measurement period adjustments, as summarized

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

Measurement period adjustments are recognized in the

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

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

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

fixed assets.

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

to the conditions described above.

The payment of shares of common stock of Mobility or Mobility’s successor, if any, would be based on the public offering price per share of such stock in the initial public offering.

The payment of shares of common stock

of the Company, if any, would be based on the average of the daily-weighted average prices for such stock on each of the 60

days ending on the day prior to issuance thereof.

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

determination of fair values of tangible and intangible assets acquired and liabilities assumed for Envoy.

to Consolidated Financial Statements

thousands, except for share and per share amounts)

BUSINESS COMBINATIONS – CONTINUED

in thousands, except for share and per share amounts)

BUSINESS COMBINATION – CONTINUED

TECHNOLOGIES, INC.

SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

Purchase Price Allocation

Price Allocation

Consideration:

cash consideration

Purchase Consideration

Deferred cash consideration

Total Purchase Consideration

Customer relationships

Internally developed technology

Non-compete agreements

Property and equipment

Notes payable- non current portion

Lease liability- non current portion

Debt-free net working capital deficit

Fair Value of Identified Net Assets

Remaining Unidentified Goodwill Value

relationships

developed technology

and equipment

payable- non current portion

liability- non current portion

net working capital deficit

Value of Identified Net Assets

Unidentified Goodwill Value

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

5 unchanged sentences

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

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

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

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

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

less costs to realize the revenue.

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

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

Other significant assumptions used to estimate the fair value

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

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

The trademark was assigned a useful life of 2 years

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

determining fair value of customer relationships, a form of an 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

existing customers less costs to realize the revenue.

The Company applied a discount rate of 21 %,

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

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

Customer relationships were assigned a useful life of 5.3 years.

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

2 unchanged sentences

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

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

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

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

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

The cost approach uses the replacement or reproduction

2 unchanged sentences

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

of December 31, 2024 and 2023, the estimated fair value of the common stock consideration payable was $ 21,028 and $ 18,118 , respectively.

The Company uses a probability-weighted discounted cash flow approach as a valuation technique to determine the fair value of the

common stock consideration payable on the acquisition date and at each reporting period.

The significant unobservable inputs used in

the fair value measurements are the probability outcome percentages that are assigned to each scenario.

Significant increases or

decreases to either of these inputs in isolation could result in a significantly higher or lower liability with a higher liability

capped by the contractual maximum of the common stock consideration liability.

to Consolidated Financial Statements

thousands, except for share and per share amounts)

in thousands, except for share and per share amounts)

BUSINESS COMBINATIONS – CONTINUED

1 unchanged sentence

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

Purchase Price Allocation

Price Allocation

expenses and other current assets

current assets

Accounts receivable

Prepaid expenses and other current assets

Total current assets

Less current liabilities:

Accounts payable

Current portion of lease liability

Current portion of notes payable

Deferred revenue

Accrued expenses and other current liabilities

Total current liabilities

Net working capital deficit

current liabilities:

portion of lease liability

portion of notes payable

expenses and other current liabilities

current liabilities

working capital deficit

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

5 unchanged sentences

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

following table presents the unaudited pro forma consolidated results of operations for the years ended December 31, 2023 and 2022 as

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

The pro forma information provided below is compiled from

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

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

The pro forma results are

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

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

SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS

For the Years Ended

$ ( 204,949 )

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

Acquisition-related costs of $ 356

are expensed as incurred and are recorded within general and administrative expenses on the consolidated statements of

to Consolidated Financial Statements

thousands, except for share and per share amounts)

BUSINESS COMBINATIONS – CONTINUED

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

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

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

representative).

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

SemaConnect is

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

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

The consideration

paid in the acquisition consisted of:

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

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

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

and (b) 7,454,975 shares of the Company’s common stock with a

fair value of $113,837.

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

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

cash-out agreement.

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

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

$ 174,439 from the acquisition of SemaConnect is not expected to be deductible for income tax purposes.

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

SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

Purchase Price Allocation

Purchase Consideration:

Deferred cash consideration

Total Purchase Consideration

Customer relationships

Internally developed technology

Non-compete agreements

Property and equipment

Right of use asset

Deferred revenue- non current portion

Lease liability- non current portion

Debt-free net working capital

Fair Value of Identified Net Assets

Remaining Unidentified Goodwill Value

to Consolidated Financial Statements

thousands, except for share and per share amounts)

BUSINESS COMBINATIONS – CONTINUED

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

and non-compete agreements.

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

The fair value was determined by applying an estimated royalty rate to revenues, measuring the value the Company would pay in royalties

to a market participant if it did not own the trademark and internally developed technology and had to license it from a third party.

The trademark was assigned a useful life of two years and the internally developed technology was assigned a useful life of three years.

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

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

less costs to realize the revenue.

The Company applied a discount rate of 20 %, which reflected the nature of the assets as they relate

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

Other significant assumptions used to estimate the fair value

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

The customer relationships were assigned a 5 -year useful life.

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

a discount rate of 20 % and an assumed income tax rate of 26 %.

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

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

to Consolidated Financial Statements

thousands, except for share and per share amounts)

BUSINESS COMBINATIONS – CONTINUED

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

The cost approach uses the replacement or reproduction

cost as an indicator of fair value.

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

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

components of debt free net working capital are as follows:

Current assets:

Restricted cash

Accounts receivable

Prepaid expenses and other current assets

Total current assets

Less current liabilities:

Accounts payable

Merger consideration payable

Current portion of lease liability

Current portion of notes payable

Deferred revenue

Accrued expenses and other current liabilities

Total current liabilities

Debt free net working capital

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

2022 and do not include results of operations for periods prior to June 15, 2022.

The results of operations of SemaConnect from June

15, 2022 to December 31, 2022 included revenues of $ 18,411 and a net loss of $ 3,295 .

following table presents the unaudited pro forma consolidated results of operations for the year ended December 31, 2022 as

if the acquisition of SemaConnect had occurred at the beginning of fiscal year 2021.

The pro forma information provided below is compiled

from the pre-acquisition financial information of SemaConnect and includes pro forma adjustments for adjustments to certain expenses.

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

this acquisition actually been acquired at the beginning of fiscal year 2021 or (ii) future results of operations:

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

of Envoy occurred at the beginning of fiscal year 2022.

The pro forma information provided below is compiled from the preacquisition

financial information of Envoy and includes pro forma adjustments to give effect to (i) interest expense related to notes issued as consideration

and (ii) amortization expense associated with the acquired intangible assets.

The pro forma results are not necessarily indicative of

(i) the results of operations that would have occurred had the operations of this acquisition actually been acquired at the beginning

of fiscal year 2022 or (ii) future results of operations.

SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS

For the Year Ended

December 31, 2022

the Year Ended

$ ( 204,949 )

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

2021 historical period.

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

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

of operations.

Acquisition-related costs were $ 3,407 during the year ended December 31, 2022.

to Consolidated Financial Statements

thousands, except for share and per share amounts)

BUSINESS COMBINATIONS – CONTINUED

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

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

and registered in England and Wales, from its shareholders.

Headquartered in St.

Albans, United Kingdom, EB is a leading provider of

electric vehicle charging and sustainable energy solutions and technologies.

EB works with local authorities and businesses to create

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

petrol and diesel cars and vans.

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

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

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

the acquisition date.

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

also agreed to issue up to approximately $ 6,400 in additional shares of its common stock to EB shareholders (the “Contingent Consideration”).

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

As of December 31, 2022, the estimated fair value of

the Contingent Consideration was $ 1,316 .

The Company uses a probability-weighted discounted cash flow approach as a valuation technique

to determine the fair value of the contingent consideration liabilities on the acquisition date and at each reporting period.

The significant

unobservable inputs used in the fair value measurements are projections over the earn-out period, and the probability outcome percentages

that are assigned to each scenario.

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

higher or lower liability with a higher liability capped by the contractual maximum of the contingent consideration liabilities.

the purchase price to be issued to the EB shareholders at closing, approximately $ 650 in cash and 25,466 shares of common stock are being

held in escrow accounts for periods of 12 months (cash escrow) and 18 months (stock escrow), respectively, following the closing to cover

any losses or damages we may incur by reason of, among other things, any misrepresentation or breach of warranty by EB under the Sale

and Purchase Agreement.

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

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

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

to Consolidated Financial Statements

thousands, except for share and per share amounts)

BUSINESS COMBINATIONS – CONTINUED

BLUE LIMITED – CONTINUED

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

SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

Purchase Consideration:

Contingent consideration

Total Purchase Consideration

Customer relationships

Internally developed technology

Non-compete agreements

Property and equipment

Deferred revenue- non current portion

Debt-free net working capital deficit

Fair Value of Identified Net Assets

Remaining Unidentified Goodwill Value

to Consolidated Financial Statements

thousands, except for share and per share amounts)

BUSINESS COMBINATIONS – CONTINUED

BLUE LIMITED – CONTINUED

components of debt free net working capital are as follows:

Current assets:

Accounts receivable

Prepaid expenses and other current assets

Total current assets

Less current liabilities:

Accounts payable

Current portion of lease liabilities

Current portion of notes payable

Accrued expenses and other current liabilities

Total current liabilities

Debt free net working capital deficit

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

The fair value was determined by applying an estimated royalty rate to revenues, measuring the value the Company would pay in royalties

to a market participant if it did not own the trademark and internally developed technology and had to license it from a third party.

The trademark was assigned a useful life of one and half years and the internally developed technology was assigned a useful life of

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

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

less costs to realize the revenue.

The Company applied a discount rate of 23 %, which reflected the nature of the assets as they relate

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

Other significant assumptions used to estimate the fair value

of the customer contracts include an assumed income tax rate of 25 %.

The assigned useful life for customer relationships was approximately

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

a discount rate of 20 % and an assumed income tax rate of 26 %.

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

Company used a Monte-Carlo based simulation model when determining the fair value of the contingent consideration.

The model takes into

account the Company’s projections as well as an assumed discount rate of 12 %.

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

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

The cost approach uses the replacement or reproduction

cost as an indicator of fair value.

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

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

to Consolidated Financial Statements

thousands, except for share and per share amounts)

BUSINESS COMBINATIONS – CONTINUED

BLUE LIMITED – CONTINUED

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

in foreign currency exchange rates.

consolidated financial statements of the Company include the results of operations of EB from April 22, 2022 to December 31, 2022 and

do not include results of operations for periods prior to April 22, 2022.

The results of operations of EB from April 22, 2022 to December

31, 2022 included revenues of $ 4,601 and a net loss of $ 4,355 .

following table presents the unaudited pro forma consolidated results of operations for the year ended December 31, 2022 as

if the acquisition of EB had occurred at the beginning of fiscal year 2021.

The pro forma information provided below is compiled from

the pre-acquisition financial information of EB and includes pro forma adjustments for adjustments to certain expenses.

The pro forma

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

actually been acquired at the beginning of fiscal year 2021 or (ii) future results of operations:

SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS

For the Year Ended

December 31, 2022

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

2021 historical period.

As of the date of the acquisition, the Company expected to collect all contractual cash flows related to receivables

acquired in the acquisition.

Acquisition-related

costs are expensed as incurred and are recorded within general and administrative expenses on the consolidated statements of operations.

Acquisition-related costs were $ 376 during the year ended December 31, 2022.

Note 10 – Fair Value Measurement for additional information.

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

statements of operations.

to Consolidated Financial Statements

thousands, except for share and per share amounts)

in thousands, except for share and per share amounts)

PROPERTY AND EQUIPMENT

1 unchanged sentence

SCHEDULE OF PROPERTY AND EQUIPMENT

EV charging stations

Office and computer equipment

Leasehold improvements

Machinery and equipment

charging stations

and computer equipment

and equipment

Property and equipment, gross

accumulated depreciation

Property and equipment, net

and equipment, net

and amortization expense related to property and equipment was $ 4,876 , $ 6,841 , and $ 4,885 for the years ended December 31, 2025, 2024,

1 unchanged sentence

statements of operations.

The remaining depreciation expense of $ 1,198 , $ 635 , and $ 2,319 was included within general and administrative expenses

during the years ended December 31, 2024, 2023, and 2022, respectively.

the years ended December 31, 2024, 2023, and 2022, the Company disposed of property and equipment with a net book value of $ 1,384 , $ 2,731 ,

and $ 463 which resulted in a loss (gain) on disposal of $ 679 , ($ 11 ), and $ 113 , respectively, which was included within general and administrative

expenses in the consolidated statements of operations.

The remaining depreciation expense of $ 820 , $ 1,198 , and $ 635 was included within general and administrative

expenses during the years ended December 31, 2025, 2024, and 2023, respectively.

During the years ended December 31, 2025, 2024,

and 2023, the Company disposed of property and equipment which resulted in a loss (gain) on disposal of $ 3,112 , $ 1,969

respectively.

The losses on disposals were due to the normal course of business and were included within general and administrative expenses in the consolidated statements of operations.

the years ended December 31, 2025, 2024, and 2023, the Company transferred charging stations of $ 1,919 , $ 6,242 , and $ 1,786 from inventory

into property and equipment.

the year ended December 31, 2024, the Company sold approximately 10,000 square feet of office space in Miami Beach, Florida for approximately

$ 3,425 of proceeds.

In connection with the sale, the Company recorded a loss on sale of $ 459 within general and administrative expenses

during the year ended December 31, 2024.

Notes to Consolidated Financial Statements

thousands, except for share and per share amounts)

During the year ended December 31, 2024, the Company sold approximately 10,000 square feet

of office space in Miami Beach, Florida for approximately $ 3,425 of proceeds.

In connection with the sale, the Company recorded

a loss on sale of $ 459 within general and administrative expenses during the year ended December 31, 2024.

to Consolidated Financial Statements

in thousands, except for share and per share amounts)

INTANGIBLE ASSETS

1 unchanged sentence

SCHEDULE OF INTANGIBLE ASSETS

Internal Use Software

Capitalized Engineering Costs

Trade Name and Patents

Customer Relationships

Internally Developed Technology

Non-Compete Agreements

Favorable Leases

Accumulated Amortization

Balance as of January 1, 2023

Impairment of intangible assets

Foreign currency translation

Amortization expense

Engineering Costs

Name and Patents

Relationships

Developed Technology

as of January 1, 2024

Balance as of December

Intangible assets beginning balance

Amortization expense

Balance as of December 31, 2024

as of December 31, 2025

Intangible assets ending balance

Weighted average remaining amortization

period at December 31, 2024 (in years)

average remaining amortization period at December 31, 2025 (in years)

OF CHANGES IN ACCUMULATED AMORTIZATION

Internal Use Software

Capitalized Engineering Costs

Trade Name and Patents

Customer Relationships

Internally Developed Technology

Non-Compete Agreements

Favorable Leases

Accumulated Amortization

Balance as of January 1, 2023

Amortization expense

Engineering Costs

Name and Patents

Relationships

Developed Technology

as of January 1, 2024

Balance as of December

assets excluding goodwill beginning balance

Amortization expense

Balance as of December 31, 2024

as of December 31, 2025

assets excluding goodwill ending balance

5 unchanged sentences

Company determined that the carrying value of certain intangible assets had exceeded its undiscounted cash flows and, as a result, recorded

an intangible asset impairment charge of $ 5,143 in the consolidated statements of operations during the year ended December 31, 2023.

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

in foreign currency exchange rates.

Note 3 - Business Combinations for additional details.

an intangible asset impairment charge of $ 762 , $ 0 , and $ 5,143 in the consolidated statements of operations during the years ended December

31, 2025, 2024, and 2023, respectively.

Note 3 - Business Combination for additional details.

estimated future amortization expense is as follows:

SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE

For the Years Ending December 31,

the Years Ending December 31,

intangible assets, net

Notes to Consolidated Financial Statements

thousands, except for share and per share amounts)

During the years ended December 31, 2024 and 2023, the Company considered the decline in its stock price to be an indicator of impairment

and, accordingly, performed a quantitative impairment assessment of its goodwill and intangible assets on the dates where such indicators

to Consolidated Financial Statements

in thousands, except for share and per share amounts)

Impairment Assessment — Year Ended December 31, 2025

connection with the Company’s annual goodwill impairment assessment on November 1, 2025, management evaluated each reporting unit

with a goodwill balance for indicators of impairment.

As of the assessment date, goodwill was allocated to two reporting units:

Blink ($ 1,742 , arising from the acquisition of Zemetric, Inc.

in July 2025) and Mobility ($ 17,897 ).

The Blink UK and Blue Corner reporting

units had no remaining goodwill as of the assessment date, having been fully impaired as of December 31, 2024.

For the Legacy Blink reporting

unit, given the recency of the arm’s-length acquisition and the absence of adverse qualitative indicators, management concluded

that it was not more likely than not that the fair value of the reporting unit was less than its carrying amount.

the Mobility reporting unit, management’s qualitative assessment identified multiple adverse factors indicating that it was

more likely than not that the fair value of the reporting unit was less than its carrying amount.

These factors included:

continued operating losses and limited revenue growth relative to expectations at the time of the Envoy acquisition;

strategic realignment following changes in executive leadership, pursuant to which management determined that the Mobility business

is no longer aligned with the Company’s core EV charging infrastructure objectives;

and (iii) the receipt of multiple

non-binding expressions of interest from third parties to acquire the Mobility business at values substantially below its carrying

These indications of value reflected the pricing that willing market participants would ascribe to the reporting unit in an

orderly transaction and, together with management’s willingness to engage at those levels, provided sufficient market-based

evidence to measure the impairment.

Based on this evidence, the Company concluded that the reporting unit’s carrying value

exceeded its fair value by more than the total amount of goodwill allocated to the Mobility reporting unit.

As a result, the Company recorded impairment of goodwill of $ 17,897

during the year ended December 31, 2025.

The impairment charge is included in operating expenses in the accompanying consolidated

statements of operations.

Impairment Assessments — Years Ended December 31, 2024 and 2023

the years ended December 31, 2024 and 2023, the Company considered the decline in its stock price to be an indicator of impairment and,

accordingly, performed a quantitative impairment assessment of its goodwill and intangible assets on the dates where such indicators

of impairment were identified in addition to performing its annual goodwill impairment analysis.

7 unchanged sentences

the estimated fair value in all reporting units.

Consequently, the Company recognized a goodwill impairment

charge of $ 126,984 and

Consequently, the Company recognized a goodwill impairment charge of $ 126,984 and $ 89,087 in

the consolidated statements of operations during the years ended December 31, 2024 and 2023 respectively.

fair value measurements used in the evaluation described above are considered to be Level 3 valuations within the fair value

hierarchy, as the measurements involve projections of discounted future cash flows, which are derived from unobservable assumptions,

the most subjective of which are the discount rates for each respective reporting unit.

The discount rate used for all reporting

units ranged from 20 %

to 27 % during

the year ended December 31, 2024.

The revenue growth rates used in projections for all reporting units ranged from 17 %

during the year ended December 31, 2024.

The discount rate used for all reporting units ranged from 20 %

during the years ended December 31, 2023.

The revenue growth rates used in projections for all reporting units ranged from 18.36 %

during the year ended December 31, 2023.

Further declines in the Company’s stock price could lead to future triggering events.

in goodwill by reporting unit during the years ended December 31, 2024 and 2023 were as follows:

Balance as of January 1, 2023

Impairment expense

to Consolidated Financial Statements

in thousands, except for share and per share amounts)

GOODWILL – CONTINUED

in goodwill by reporting unit as of December 31, 2025 and 2024 were as follows:

SCHEDULE OF GOODWILL

as of January 1, 2024

Balance as of December

Beginning Balance

Impairment expense

Balance as of December 31, 2024

as of December 31, 2025

Ending Balance

Cumulative impairment of goodwill by reporting unit

during the years ended December 31, 2024 and 2023 was as follows:

IN ACCUMULATED

impairment of goodwill by reporting unit as of December 31, 2025 and 2024 was as follows:

SCHEDULE OF CHANGES IN ACCUMULATED IMPAIRMENT

as of January 1, 2024

as of December 31, 2023

Balance as of December

as of December 31, 2025

Ending Balance

ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

payable, accrued expenses and other current liabilities consisted of the following:

OF ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accounts payable

professional, board and other fees

income, property and sales taxes payable

accrued expenses

Government grant liabilities

accrued expenses

to Consolidated Financial Statements

thousands, except for share and per share amounts)

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

expenses and other current liabilities consisted of the following:

OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued professional, board and other fees

Accrued wages

Warranty payable

Accrued income, property and sales taxes payable

Accrued interest

Other accrued expenses

Total accrued expenses

in thousands, except for share and per share amounts)

NOTES PAYABLE AND CONSIDERATION PAYABLE

1 unchanged sentence

to Merger Agreement

August 4, 2023, the Company, SemaConnect LLC, its wholly-owned subsidiary, and Shareholder Representative Services LLC, on behalf of

the former stockholders of SemaConnect, Inc.

(the “Stockholders’ Representative”), entered into an amendment (the “Amendment”)

to the original Agreement and Plan of Merger, dated as of June 13, 2022 (the “Merger Agreement”), pursuant to which the Company

acquired SemaConnect.

the terms of the Amendment, the parties modified the manner by which the “Deferred Merger Consideration” (which remains $ 40,600 ,

plus accrued interest) will be paid by the Company.

As amended, the Company agreed to pay:

(a) within 15 days following our consummation

of a financing transaction or series of related transactions in excess of $150,000 since the June 2022 closing of the Merger Agreement,

$12,500 of the outstanding Deferred Merger Consideration in cash to the former stockholders of SemaConnect (the “Stockholders”),

and (b) within 15 days following our consummation of any financing transaction or series of related transactions in excess of $250,000

since the closing of the Merger Agreement, fifty cents of every dollar of proceeds received by the Company in excess of $250,000 to repay

the Deferred Merger Consideration until all Deferred Merger Consideration is paid in full to the Stockholders.

The Company agreed that

its payment obligations will be guaranteed by all of the Company’s U.S.

subsidiaries and secured by a security interest on all

assets of the Company and its United States subsidiaries.

The Company also agreed that such obligations will be due and payable by April

1, 2025, shortening the original due date from June 13, 2025.

Stockholder will have the right to convert its outstanding Deferred Merger Consideration (after the initial payment of $ 12,500 , including

accrued interest) into shares of the Company’s common stock at a conversion price equal to 126% of the seven-day average prior

to the date of the Amendment, provided that under no circumstance will the Company be obligated to issue such number of shares equal

to or in excess of 20% of the Company’s common stock to the Stockholders, taking into account all common stock previously issued

to such holders in the transaction.

Under the Amendment, interest on the Deferred Merger Consideration was increased from 7% to 9.5%

per annum following the date of the Amendment until full repayment of Deferred Merger Consideration.

One half of the accrued interest

may be paid in cash and the other half may be paid in-kind.

consideration of the agreement by the Stockholders to enter into the Amendment, the Company agreed to issue 158,372 shares of its common

stock with a fair value of $ 1,000 (“Consent Fee”) (based on the average closing price on and over the three days before and

after the date of the Amendment) to the Stockholders’ Representative.

The Company also agreed to reimburse up to $ 50 of the Stockholders’

Representative’s out-of-pocket expenses.

The Amendment was determined to be an extinguishment of debt in accordance with ASC 470.

As a result, the Consent Fee of $ 1,000 was accounted for as a loss on extinguishment of notes payable on the consolidated statement of

operations during the year ended December 31, 2023.

Furthermore, the Company will recognize up to $ 50 of reimbursable legal fees as a

debt discount to the face of the note, which will be amortized through interest expense over the term of the note.

connection with the Company’s acquisition of SemaConnect in June 2022 pursuant to an Agreement and Plan of Merger (the “Merger

Agreement”), the Company agreed to pay $ 40,600 in deferred merger consideration (the “Deferred Merger Consideration”),

plus accrued interest, to the former stockholders of SemaConnect.

August 4, 2023, the Company entered into an amendment to the Merger Agreement to modify the payment terms of the Deferred Merger Consideration.

Under the amended terms, the Company agreed to pay:

(a) within 15 days following the consummation of a financing transaction or series

of related transactions in excess of $150,000 since the June 2022 closing, $ 12,500 of the outstanding Deferred Merger Consideration in

cash to the former stockholders;

and (b) within 15 days following the consummation of any financing transaction or series of related

transactions in excess of $250,000 since the closing, fifty cents of every dollar of proceeds received by the Company in excess of $250,000

to repay the Deferred Merger Consideration until paid in full.

The amendment also:

(i) accelerated the maturity date from June 13, 2025

to April 1, 2025;

(ii) increased the interest rate from 7% to 9.5% per annum (with 50% payable in cash and 50% payable in-kind);

(iii) provided each stockholder with the right to convert its outstanding Deferred Merger Consideration (after the initial $12,500 payment)

into shares of the Company’s common stock at a conversion price equal to 126% of the seven-day average stock price prior to the

amendment date, subject to a cap that prevents the issuance of shares equal to or in excess of 20% of the Company’s outstanding

common stock.

The payment obligations were guaranteed by all of the Company’s U.S.

subsidiaries and secured by a security interest

on all assets of the Company and its U.S.

subsidiaries.

consideration for the amendment, the Company issued 158,372 shares of common stock valued at $ 1,000 as a consent fee to the stockholders’

representative, which was recognized as a loss on extinguishment of debt in accordance with ASC 470 during the year ended December 31,

The Company also recognized $ 50 of reimbursable legal fees as a debt discount, which was amortized through interest expense over

the term of the note.

the year ended December 31, 2024, the Company repaid the remaining principal balance of $ 31,354 due under this note as well as paid

1 unchanged sentence

The amounts were previously included within consideration payable on the consolidated balance sheets.

to Consolidated Financial Statements

thousands, except for share and per share amounts)

NOTES PAYABLE AND CONSIDERATION PAYABLE – CONTINUED

NOTES PAYABLE

2 unchanged sentences

were subsequently repaid during the year ended December 31, 2023.

See Note 3 – Business Combinations for details.

– CONSIDERATION PAYABLE

2 unchanged sentences

Combinations for details.

the year ended December 31, 2024, the Company repaid the remaining principal balance of $ 6,527

due under this note as well as paid $ 297

the year ended December 31, 2024, the Company repaid the remaining principal balance of $ 6,527 due under this note as well as paid

$ 297 of accrued interest.

The amounts were previously included within consideration payable on the consolidated balance

of December 31, 2024 and 2023, the estimated fair value of the common stock consideration payable was $ 21,028 and $ 18,118 , respectively.

The Company uses a probability-weighted discounted cash flow approach as a valuation technique to determine the fair value of the common

stock consideration payable on the acquisition date and at each reporting period.

The significant unobservable inputs used in the fair

value measurements are the probability outcome percentages that are assigned to each scenario.

Significant increases or decreases to

either of these inputs in isolation could result in a significantly higher or lower liability with a higher liability capped by the contractual

maximum of the common stock consideration liability.

Notes to Consolidated Financial Statements

thousands, except for share and per share amounts)

The amounts were previously included within consideration payable on the consolidated balance sheets.

Note 10 – Fair Value Measurement for additional details related to the settlement of the common stock consideration payable.

to Consolidated Financial Statements

in thousands, except for share and per share amounts)

DEFERRED REVENUE

Company is the recipient of various private and governmental grants, rebates and marketing incentives.

Reimbursements of periodic expenses

are recognized as income when the related expense is incurred.

Private and government grants and rebates related to EV charging stations

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

the related asset over their useful lives.

revenue consisted of the following:

SCHEDULE OF DEFERRED REVENUE

Grant and rebate

Prepaid network, charging and maintenance fees

Total deferred revenue

Deferred revenue, non-current portion

Current portion of deferred revenue

It is anticipated

that deferred revenue as of December 31, 2024 will be recognized as follows:

SCHEDULE OF DEFERRED REVENUE RECOGNIZED

For the Year Ending

During the year ended December 31, 2024, the Company recognized $ 10,595

of revenues related to network fees and warranty contracts that were included in deferred revenues as of December 31, 2023.

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

in deferred revenues as of December 31, 2022.

During the year ended December 31, 2022, the Company recognized $ 1,136 of revenues related

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

Notes to Consolidated Financial Statements

thousands, except for share and per share amounts)

Company records deferred revenue when cash payments are received or billings are due in advance of the Company’s satisfaction

of performance obligations under its contracts with customers.

The Company’s deferred revenue primarily relates to prepaid

network fees and extended warranty.

The Company expects to recognize the $ 17,282 deferred revenue balance as of December 31, 2025

approximately $ 12,100 during

the year ending December 31, 2026;

approximately $ 3,800 during

the year ending December 31, 2027;

approximately $ 1,300 during

the year ending December 31, 2028;

and the remaining balance thereafter through 2029.

The expected timing of recognition is based on

the contractual service periods of the underlying arrangements.

Actual recognition may differ from these estimates as a result of

changes in customer contracts or early termination of service arrangements.

the year ended December 31, 2025, the Company recognized $ 8,790 of

revenues related to network fees and warranty contracts that were included in deferred revenues as of December 31, 2024.

year ended December 31, 2024, the Company recognized $ 10,595 of

revenues related to network fees and warranty contracts that were included in deferred revenues as of December 31, 2023.

year ended December 31, 2023, the Company recognized $ 2,794 of

revenues related to network fees and warranty contracts that were included in deferred revenues as of December 31, 2022.

FAIR VALUE MEASUREMENT

and liabilities measured at fair value on a recurring basis are as follows:

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

December 31, 2024

Marketable securities

Money market funds

Alternative fuel credits

Warrant liability

Common stock consideration payable

Total liabilities

December 31, 2023

Marketable securities

Money market funds

Alternative fuel credits

Warrant liability

Option liability

Common stock liability

Common stock consideration payable

Total liabilities

See Note 8 - Notes Payable and Consideration Payable for additional details.

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

stock consideration payable

to Consolidated Financial Statements

in thousands, except for share and per share amounts)

FAIR VALUE MEASUREMENT – CONTINUED

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

OF ASSUMPTIONS USED FOR VALUATION OF FAIR VALUE LIABILITIES

For the Years Ended

Risk-free interest rate

SUMMARY OF ASSUMPTIONS USED FOR VALUATION OF WARRANT LIABILITIES

the Years Ended

interest rate

3.96 %- 4.03 %

1 unchanged sentence

4.64 %- 5.46 %

Contractual term (years)

Expected volatility

Expected dividend yield

following table sets forth a summary of the changes in the fair value of Level 3 fair value measurements on a recurring basis:

dividend yield

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

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

Common Stock Consideration Payable

Beginning balance as of January 1,

Consideration payable assumed in Envoy acquisition

Change in fair value of consideration payable

Ending balance as of December 31,

Warrant Liability

Beginning balance as of January 1

Change in fair value of warrant liability

Ending balance as of December 31,

Contingent Consideration

Beginning balance as of January 1

Change in fair value of contingent consideration

Ending balance as of December 31,

Stock Consideration Payable

balance as of January 1,

in fair value of consideration payable

of common stock and warrants in satisfaction of consideration payable

balance as of December 31,

Beginning balance

as of January 1,

in fair value of warrant liability

balance as of December 31,

Beginning balance

as of January 1,

consideration assumed in Zemetric acquisition

stock issued in satisfaction of earn-out liabilities

in fair value of earn-out liabilities

balance as of December 31,

Note 8- Notes Payable and Consideration Payable for additional details.

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

5 unchanged sentences

to Consolidated Financial Statements

thousands, except for share and per share amounts)

in thousands, except for share and per share amounts)

FAIR VALUE MEASUREMENT – CONTINUED

STOCK CONSIDERATION PAYABLE

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

and was included within consideration payable on the consolidated balance sheets.

The Company uses a probability-weighted discounted cash

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

and at each reporting period.

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

that are assigned to each scenario.

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

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

the year ended December 31, 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 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.

carrying value of the consideration payable prior to settlement was $ 21,028 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 $ 9,238 during the year ended

December 31, 2025.

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.

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.

the year ended December 31, 2025, 1,470,588 warrants related to the first tranche of warrants had become exercisable upon meeting

vesting conditions.

Furthermore, 653,118 of these warrants were exercised during the year ended December 31, 2025.

The remaining two

tranches have not vested as of December 31, 2025.

Note 3 – Business Combination for details.

to Consolidated Financial Statements

in thousands, except for share and per share amounts)

STOCKHOLDERS’ EQUITY

Company is authorized to issue 500,000,000 shares of common stock, $ 0.001 par value, and 40,000,000 shares of preferred stock, $ 0.001

Company is authorized to issue 500,000,000 shares of common stock, $ 0.001 par value, and 40,000,000 shares of

preferred stock, $ 0.001 par value.

The holders of the Company’s common stock are entitled to one vote per share.

The preferred stock is designated as follows:

preferred stock is designated as follows:

20,000,000 shares to Series A Convertible Preferred Stock;

10,000 shares to Series B Convertible Preferred Stock;

10,000 shares

to Series B Convertible Preferred Stock;

250,000 shares to Series C Convertible Preferred Stock;

13 shares to Series

C Convertible Preferred Stock;

13 shares to Series D Convertible Preferred Stock;

D Convertible Preferred Stock;

and 19,739,987 undesignated shares.

10 unchanged sentences

an affiliate shall in all cases be non-qualified stock options.

The option price must be at least 100 % of the fair market value on the

date of grant and if issued to a 10 % or greater shareholder must be at least 110 % of the fair market value on the date of the grant.

The 2018 Plan is to be administered by the Compensation Committee of the Board, which shall have discretion over the awards and grants

The option price must be at least 100 % of the fair market value

on the date of grant and if issued to a 10 % or greater shareholder must be at least 110 % of the fair market value on the date

of the grant.

The 2018 Plan is to be administered by the Compensation Committee of the Board, which shall have discretion over the awards

and grants thereunder.

aggregate maximum number of shares of common stock for which stock options or awards may be granted pursuant to the 2018 Plan is 5,000,000 ,

1 unchanged sentence

No awards may be issued on or after September 7, 2028.

of December 31, 2024, and 2023, options to purchase 986,165

shares of options were outstanding, respectively.

As of December 31, 2024, and 2023 4,974,178

and 3,619,555

shares of common stock, respectively, were outstanding to employees and members of the Board of Directors of the Company.

December 31, 2024 and 2023, there were 2,025,822

and 2,756,384

securities available for future issuance under the 2018 Plan, respectively.

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

price of $ 12.00 per share.

The Company received approximately $ 100,000 in gross proceeds from the public offering and $ 94,766 in net

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

The public offering was made pursuant to

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

of December 31, 2025, and 2024, options to purchase 496,600 and 986,165 shares of options were outstanding, respectively.

As of December 31, 2025, and 2024, 3,345,353 and 4,974,178 shares of common stock, respectively, were outstanding to employees

and members of the Board of Directors of the Company.

As of December 31, 2025 and 2024, there were 2,199,439 and 2,025,822 securities

available for future issuance under the 2018 Plan, respectively.

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

a public offering price of $ 12.00 per share.

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

offering and $ 94,766 in net proceeds after deducting the underwriting discount and offering expenses paid by the Company.

offering was made pursuant to our automatic shelf registration statement on Form S-3 filed with the SEC on January 6, 2021, and prospectus

supplement dated February 8, 2023.

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

Wainwright & Co., Roth Capital Partners and ThinkEquity

acted as co-managers for the offering.

The underwriters did not exercise the over-allotment granted to them in connection with the offering.

Notes to Consolidated Financial Statements

thousands, except for share and per share amounts)

Wainwright & Co., Roth

Capital Partners and ThinkEquity acted as co-managers for the offering.

The underwriters did not exercise the over-allotment granted

to them in connection with the offering.

December 2025, the Company completed an underwritten registered public offering of 26,666,666 shares of our common stock at a public

offering price of $ 0.75 per share.

The Company received approximately $ 20,000 in gross proceeds from the public offering, and approximately

$ 18,526 in net proceeds after deducting the underwriting discount and offering expenses paid by the Company.

In connection with the offering,

the Company engaged H.C.

Wainwright & Co., LLC and Roth Capital Partners, LLC as co-placement agents and agreed to pay them a cash

fee equal to 6.0 % of the aggregate gross proceeds, reimbursement of out-of-pocket expenses up to approximately $ 141 , and warrants to

purchase up to 1,600,000 shares of common stock at an exercise price of $ 0.9375 per share (representing 125% of the public offering price).

The placement agent warrants are immediately exercisable and expire three years from the date of issuance.

In connection with the offering,

each of the Company’s officers and directors entered into lock-up agreements restricting the sale or transfer of Company securities

for 90 days following the closing date, subject to certain exceptions.

The Company also agreed not to issue additional shares of common

stock, securities convertible into common stock, or file any registration statements for 90 days following the closing date, subject

to certain exceptions.

to Consolidated Financial Statements

in thousands, except for share and per share amounts)

STOCKHOLDERS’ EQUITY – CONTINUED

AT-THE-MARKET

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

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

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

to conduct an “ATM” equity offering program pursuant to which the Company may issue and sell from time to time shares of

our common stock, having an aggregate offering price of up to $ 250,000 through the Agents, as the Company’s sales agents.

currently anticipates using the net proceeds from the sale of its shares of common stock under the ATM program to supplement our operating

cash flows to fund EV charging station deployment and growth plans.

The Company also plans to use any remaining proceeds it receives

for working capital and other corporate purposes.

The amounts and timing of our use of the net proceeds will depend on a number of factors,

such as the timing and progress of our EV charging station deployment efforts, the timing and progress of any partnering and collaboration

efforts and technological advances.

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

with Barclays Capital Inc., BofA Securities, Inc., HSBC Securities (USA) Inc., H.C.

Wainwright & Co., LLC, Roth Capital Partners,

LLC and ThinkEquity LLC (the “Agents”), amending the Sales Agreement entered into between the Company and the Agents, dated

as of September 2, 2022 (the “Sales Agreement”), relating to the “at-the-market” offering program pursuant to

which the Company may issue and sell from time to time shares of its common stock, par value $ 0.001 per share, having an aggregate offering

price of up to $ 250,000 through the Agents, as the Company’s sales agents.

Amendment revises the term “Registration Statement” as used in the Sales Agreement to the Company’s new shelf registration

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

333-275123), and revises the term “Prospectus Supplement” as used in the Sales

Agreement to the Company’s prospectus supplement dated November 2, 2023, relating to the “at-the-market” offering program

contemplated by the Sales Agreement.

the year ended December 31, 2023, the Company sold 30,914,695

shares of its common stock pursuant to the ATM

program for gross proceeds of approximately $ 116,651

and net proceeds of approximately $ 114,317

after deducting offering expenses.

the year ended December 31, 2024, the Company sold an aggregate of 8,970,010 shares of common stock aggregate gross proceeds of $ 27,004 ,

less issuance costs of $ 608 , for net proceeds of $ 26,396 .

As of December 31, 2024, the Company has approximately $ 98,648 available under

this ATM program.

the year ended December 31, 2022, the Company issued an aggregate of 799,048 shares as compensation for services.

The shares had an issuance

date fair value of $ 6,087 .

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

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

the year ended December 31, 2024, the Company sold an aggregate of 8,970,010 shares of common stock aggregate gross proceeds

of $ 27,004 , less issuance costs of $ 608 , for net proceeds of $ 26,396 .

As of December 31, 2024, the Company has approximately $ 98,648 available

under this ATM program

the year ended December 31, 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.

ATM is not currently active since the Company does not have an effective shelf registration statement covering the shares of common stock issuable

the year ended December 31, 2023, the Company issued an aggregate of 557,733 shares of common stock pursuant to exercises of

warrants to purchase an aggregate of 557,733 shares of common stock for aggregate net proceeds of $ 835 .

the year ended December 31, 2023, the Company issued an aggregate of 8,235 shares of common stock with an issuance date fair

value of $ 35 in satisfaction of a common stock liability.

the year ended December 31, 2023, the Company issued an aggregate of 393,240 shares of the Company’s common stock pursuant

to the cashless exercise of 796,940 options and warrants.

The options had a weighted average exercise price of $ 3.35 per

share and the warrants had a weighted average exercise price of $ 4.25 per share.

the year ended December 31, 2023, the Company received 27,681 shares of common stock with a value of $ 197 which were surrendered

by the recipients for payroll tax purposes.

These shares were surrendered and cancelled as of December 31, 2023.

the year ended December 31, 2023, the Company issued an aggregate of 370,899 shares of common stock with an issuance date fair

value of $ 2,600 in satisfaction of accrued issuable equity to its former Chief Executive Officer.

See Note 16 – Commitments

and Contingencies – Separation Agreement for additional details.

Note 8 – Notes Payable and Consideration Payable for details of the issuance of 158,372 shares of common stock in connection

with the extinguishment of notes payable.

the year ended December 31, 2023, the Company issued an aggregate of 5,866 shares of common stock for services to a board member

with an issuance date fair value of $ 132 .

the year ended December 31, 2023, the Company issued an aggregate of 103,843 shares of common stock with an issuance date fair

value of $ 128 as compensation to employees and its former Chief Executive Officer.

the year ended December 31, 2023, the Company issued an aggregate of 376,778 shares of common stock for services to employees

with an aggregate issuance date fair value of $ 3,104 .

the year ended December 31, 2023, the Company issued an aggregate of 146,475 shares of common stock for services to an employee

with an issuance date fair value of $ 334 .

to Consolidated Financial Statements

thousands, except for share and per share amounts)

in thousands, except for share and per share amounts)

STOCKHOLDERS’ EQUITY – CONTINUED

STOCK - CONTINUED

the year ended December 31, 2023, the Company issued an aggregate of 557,733 shares of common stock pursuant to exercises of warrants

to purchase an aggregate of 557,733 shares of common stock for aggregate net proceeds of $ 835 .

the year ended December 31, 2023, the Company issued an aggregate of 8,235 shares of common stock with an issuance date fair value of

$ 35 in satisfaction of a common stock liability.

the year ended December 31, 2023, the Company issued an aggregate of 393,240 shares of the Company’s common stock pursuant to the

cashless exercise of 796,940 options and warrants.

The options had a weighted average exercise price of $ 3.35 per share and the warrants

had a weighted average exercise price of $ 4.25 per share.

the year ended December 31, 2023, the Company received 27,681 shares of common stock with a value of $ 197 which were surrendered by the

recipients for payroll tax purposes.

These shares were surrendered and cancelled as of December 31, 2023.

the year ended December 31, 2023, the Company issued an aggregate of 370,899

shares of common stock with an issuance date fair value of $ 2,600

in satisfaction of accrued issuable equity to its former Chief Executive Officer.

See Note 16 – Commitments and Contingencies

– Separation Agreement for additional details.

Note 8 – Notes Payable and Consideration Payable for details of the issuance of 158,372

shares of common stock in connection with the extinguishment of notes payable.

the year ended December 31, 2023, the Company issued an aggregate of 5,866 shares of common stock for services to a board member with

an issuance date fair value of $ 132 .

the year ended December 31, 2023, the Company issued an aggregate of 103,843 shares of common stock with an issuance date fair value

of $ 128 as compensation to employees and its former Chief Executive Officer.

the year ended December 31, 2023, the Company issued an aggregate of 376,778 shares of common stock for services to employees with an

aggregate issuance date fair value of $ 3,104 .

the year ended December 31, 2023, the Company issued an aggregate of 146,475 shares of common stock for services to an employee with

an issuance date fair value of $ 334 .

the year ended December 31, 2024, the Company issued an aggregate of 837 shares of common stock for services to an employee with an issuance

date fair value of $ 2 and will be recognized ratably over the vesting term.

On the grant date, 279 shares vested immediately, 279 shares

vested on April 1, 2024, and the remaining 279 shares will vest on April 1, 2025.

Expenses related to this award are included within

compensation expense on the consolidated statements of operations.

the year ended December 31, 2024, the Company issued an aggregate of 157,870 shares of common stock upon vesting of restricted stock

units to employees for services with an aggregate grant date fair value of $ 1,455 .

Expenses related to this award were included within

compensation expense on the consolidated statements of operations.

the year ended December 31, 2024, the Company granted an aggregate of 986,563 shares of restricted stock with an aggregate grant date

fair value of $ 2,854 which will be recognized ratably over the vesting terms.

The restricted stock has vesting dates ranging from April

15, 2024 to June 30, 2027.

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

the year ended December 31, 2024, the Company issued an aggregate of 837 shares of common stock for services to an employee

with an issuance date fair value of $ 2 and will be recognized ratably over the vesting term.

On the grant date, 279 shares

vested immediately, 279 shares vested on April 1, 2024, and the remaining 279 shares will vest on April 1, 2025.

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

the year ended December 31, 2024, the Company issued an aggregate of 157,870 shares of common stock upon vesting of restricted

stock units to employees for services with an aggregate grant date fair value of $ 1,455 .

Expenses related to this award were included

within compensation expense on the consolidated statements of operations.

the year ended December 31, 2024, the Company granted an aggregate of 986,563 shares of restricted stock with an aggregate

grant date fair value of $ 2,854 which will be recognized ratably over the vesting terms.

The restricted stock has vesting dates

ranging from April 15, 2024 to June 30, 2027.

Expenses related to this award are included within compensation expense on the consolidated

statements of operations.

the year ended December 31, 2025, the Company issued 653,118 shares of common stock pursuant to a warrant exercise.

the year ended December 31, 2025, the Company issued 189,892 shares of common stock in satisfaction of certain earn-out liabilities pursuant

to the Zemetric acquisition.

See Note 3- Business Combinations- for additional information.

Note 3 - Business Combination for additional details related to common stock issued as consideration for the Zemetric acquisition.

Note 10 - Fair Value Measurement for additional details related to common stock and warrants issued in satisfaction of consideration

to Consolidated Financial Statements

thousands, except for share and per share amounts)

in thousands, except for share and per share amounts)

STOCKHOLDERS’ EQUITY – CONTINUED

4 unchanged sentences

over the weighted average remaining vesting period of 1.34 years.

July 29, 2022, Michael D.

Farkas, the Company’s Chairman and Chief Executive Officer, and other senior executives of the Company

who are responsible for the acquisition and integration of SemaConnect were granted one-time performance-based restricted stock awards

under the Company’s 2018 Incentive Compensation Plan.

A total number of 590,458

shares of common stock, with a market value on

the grant date of $ 12,000 ,

were awarded to the executives.

The agreements provide that Messrs.

Farkas, Brendan S.

Jones, President, Michael P.

Rama, Chief Financial

Officer, Aviv Hillo, General Counsel, and Harjinder Bhade, Chief Technology Officer, will each receive 472,367 ,

shares of common stock, respectively.

of performance-based restricted stock are intended to provide an appropriate incentive structure for the executive management team of

the Company to integrate and commercialize the SemaConnect acquisition given the transformational nature of the acquisition in a way

that is aligned with stockholder interests.

The awards of these performance-based restricted stock become vested based on a series of

six performance hurdles that must be achieved before the third anniversary of the grants, as described in greater detail below.

to the closing of the

SemaConnect acquisition with certain cost savings as the initial 20% vesting event, the vesting of the remaining 80% of the restricted

stock is generally determined based on the (i) integration of SemaConnect’s hardware and software platforms, (ii) integration of

its business processes, (iii) integration of its human capital processes, (iv) delivery and execution of a product rationalization roadmap

and new production ready units for UL certification, and (v) our common stock’s closing price reaching on average for a period

of ten consecutive trading days a price of $23.78, which is 50% over the price paid by us to SemaConnect shareholders in the acquisition,

in each case without regard to the order of achieving the foregoing hurdles.

Board has discretion to determine when each performance hurdle has been achieved and to accelerate awards pursuant to the program.

AND OPTION VALUATION

Company has computed the fair value of certain warrants and options granted using the Black-Scholes option pricing model.

Option forfeitures

are reduction of previous expensed amount at the time of occurrence.

The expected term used for options issued is the estimated period

of time that options granted are expected to be outstanding.

The Company utilizes the “simplified” method to develop an estimate

of the expected term of “plain vanilla” employee option grants.

The Company is utilizing an expected volatility figure based

on a review of the historical volatility of the Company over a period equivalent to the expected life of the instrument being valued.

The risk-free interest rate was determined from the implied yields from U.S.

Treasury zero-coupon bonds with a remaining term consistent

with the expected term of the instrument being valued.

Notes to Consolidated Financial Statements

thousands, except for share and per share amounts)

forfeitures are recorded as a reduction of previously expensed amount at the time of occurrence.

The expected term used for options

issued is the estimated period of time that options granted are expected to be outstanding.

The Company utilizes the

“simplified” method to develop an estimate of the expected term of “plain vanilla” employee option grants.

The Company is utilizing an expected volatility figure based on a review of the historical volatility of the Company over a period

equivalent to the expected life of the instrument being valued.

The risk-free interest rate was determined from the implied yields

Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being

The Company grants Restricted Stock Units (“RSUs”) to employees, executives, and members of the Board of Directors under the

Company’s equity incentive plan.

RSUs represent a right to receive shares of the Company’s common stock upon vesting and have

no exercise price.

The RSUs vest ratably over service periods of one to three years from the date of grant, subject to the recipient’s

continued service with the Company.

Upon vesting, the RSUs automatically settle and convert into unrestricted shares of the Company’s

common stock.

The fair value of RSUs is determined based on the closing price of the Company’s common stock on the date of grant.

summary of the RSU activity during the year ended December 31, 2025 is presented below:

SCHEDULE OF RSU ACTIVITY

Value Per Share

January 1, 2025

( 1,074,742 )

Cancelled/forfeited/expired

December 31, 2025

to Consolidated Financial Statements

in thousands, except for share and per share amounts)

STOCKHOLDERS’ EQUITY – CONTINUED

1 unchanged sentence

SUMMARY OF BLACK-SCHOLES OPTION PRICING MODEL TO STOCK OPTIONS GRANTED ASSUMPTION

For the Years Ended

Risk free interest rate

3.60 %- 4.64 %

3.00 %- 4.14 %

the Years Ended

free interest rate

3.60 %- 4.64 %

Expected term (years)

Expected volatility

3.00 %- 4.14 %

1 unchanged sentence

115.9 %- 117.3 %

Expected dividends

the year ended December 31, 2022, the Company issued an aggregate of 5,955 shares of common stock pursuant to option exercises for aggregate

net proceeds of $ 10 .

summary of the option activity during the year ended December 31, 2025 is presented below:

SUMMARY OF OPTIONS ACTIVITY

Outstanding, January 1, 2024

January 1, 2025

Cancelled/forfeited/expired

Outstanding, December 31, 2024

Exercisable, December 31, 2024

Notes to Consolidated Financial Statements

thousands, except for share and per share amounts)

December 31, 2025

weighted average estimated fair value of the options granted during the years ended December 31, 2025, 2024, and 2023 were $ 2.40 , $ 4.09 ,

and $ 12.54 per share.

to Consolidated Financial Statements

in thousands, except for share and per share amounts)

STOCKHOLDERS’ EQUITY – CONTINUED

2 unchanged sentences

SCHEDULE OF STOCK OPTIONS

Options Outstanding

Options Exercisable

Remaining Life

$ 0.97 -$ 9.14

1 unchanged sentence

$ 40.82 -$ 59.22

weighted average estimated fair value of the options granted during the years ended December 31, 2024, 2023, and 2022 were $ 4.09 , $ 12.54 ,

and $ 14.70 per share.

10 – Fair Value Measurement and elsewhere within this note for additional details.

the year ended December 31, 2022, the Company issued an aggregate of 8,093 shares of common stock pursuant to cashless warrant exercises

(of which, warrants to purchase 9,600 shares of common stock with a weighted average exercise price of $ 3.40 per share were exercised)

and an aggregate of 73,336 shares of common stock pursuant to warrant exercises for aggregate net proceeds of $ 210 .

applying the Black-Scholes option pricing model to warrants granted, the Company used the following assumptions:

SUMMARY OF BLACK-SCHOLES OPTION PRICING MODEL TO WARRANTS GRANTED ASSUMPTION

For the Years Ended

Risk free interest rate

the Years Ended

free interest rate

3.39 %- 4.03 %

Expected term (years)

Expected volatility

83.3 %- 84.9 %

Expected dividends

Notes to Consolidated Financial Statements

thousands, except for share and per share amounts)

115.9 %- 133.4

10– Fair Value Measurement and elsewhere within this note for additional details regarding valuation of the warrants issued to

the former shareholders of Envoy.

to Consolidated Financial Statements

in thousands, except for share and per share amounts)

STOCKHOLDERS’ EQUITY – CONTINUED

2 unchanged sentences

SCHEDULE OF WARRANT ACTIVITY

Outstanding, January 1, 2024

Outstanding, December 31, 2024

Exercisable, December 31, 2024

January 1, 2025

December 31, 2025

following table presents information related to stock warrants as of December 31, 2025:

SCHEDULE OF STOCK WARRANTS

Warrants Outstanding

Warrants Exercisable

Remaining Life

$ 8.82 -$ 11.56

Notes to Consolidated Financial Statements

thousands, except for share and per share amounts)

Company is subject to U.S.

federal, state and foreign income taxes.

income tax provision (benefit) for the years ended December 31, 2024, 2023, and 2022 consisted of the following:

SCHEDULE OF INCOME TAX PROVISION (BENEFIT)

For the Years Ended

Change in valuation allowance

Provision for income taxes

federal current tax provision has been recorded for the years ended December 31, 2024, 2023, and 2022 because the Company had

net operating losses for federal tax purposes.

to Consolidated Financial Statements

in thousands, except for share and per share amounts)

Income taxes are accounted for under the asset

and liability method.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between

the carrying amounts of existing assets and liabilities and their respective tax bases, and net operating loss and tax credit carry-forwards.

Deferred tax assets and liabilities are measured using enacted rates expected to be applicable to taxable income in the years those temporary

differences are recovered or settled.

The effect on deferred tax assets and liabilities from a change in tax rates is recognized in income

during the period that includes the enactment date.

A valuation allowance is recorded by the Company when it is more likely than not that

some portion or all of a deferred tax asset will not be realized.

July 4, 2025, H.R.1 (the “Tax Reform Act of 2025”) was enacted in the U.S.

The Tax Reform Act of 2025 includes significant

provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017, modifications to the

international tax framework, and the restoration of favorable tax treatment for certain business provisions.

Important business provisions

include, but are not limited to, reinstatement of permanent expensing of domestic research and development costs, higher EBITDA cap on

the deduction for interest expense and 100% bonus depreciation.

The provisions in the Tax Reform Act of 2025 have multiple effective

dates, with certain provisions effective in 2025 and others implemented through future years.

The Tax Reform Act of 2025 did not materially

impact the Company’s effective tax rate for 2025.

The Company continues to evaluate the future impact of these tax law changes

on its financial statements.

The provision for income taxes for the years ended December 31, 2025, 2024, and 2023 consists of the

SCHEDULE OF INCOME TAX PROVISION

the Years Ended December 31

tax provision

federal or state current tax provision has been recorded for the years ended December 31, 2025, 2024, and 2023 because the Company had

net operating losses for federal and state tax purposes.

However, a foreign tax provision was recorded related to the Company’s

9 unchanged sentences

The related decrease in the deferred tax asset will be offset by the decrease in valuation

Notes to Consolidated Financial Statements

thousands, except for share and per share amounts)

to Consolidated Financial Statements

in thousands, except for share and per share amounts)

INCOME TAXES – CONTINUED

reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows:

accordance with ASU 2023-09, the following table summarizes differences between income tax expense (benefit) at the statutory federal

income tax rate and as presented on the consolidated statements of operations during the year ended December 31, 2025.

SUMMARY OF RECONCILIATION OF STATUTORY FEDERAL INCOME TAX RATE AND EFFECTIVE INCOME TAX RATE

For the Years Ended

the Year Ended December 31, 2025

benefit at U.S.

federal statutory rate

income taxes, net of federal benefit ( 1 )

Nontaxable or non deductible items

on impairment of intangibles and goodwill

permanent differences

from non-includable foreign entities

tax effects (2)

foreign tax expense (2)

Change in valuation allowance

income tax rate

(1) State taxes in

California, Florida, and Maryland accumulated to over 50% of the tax effect in this category.

(2) India is the only

foreign jurisdiction which meets the 5% threshold.

Company has determined that a valuation allowance for the entire net deferred tax asset is required.

A valuation allowance is required

if, based on the weight of evidence, it is more likely than not that some or the entire portion of the deferred tax asset will not be

After consideration of all the evidence, both positive and negative, management has determined that a full valuation allowance

is necessary to reduce the deferred tax asset to zero, the amount that will more likely not be realized.

reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2024

and 2023, prior to the adoption of ASU 2023-09 is as follows:

For the Years Ended December 31

Tax benefit at federal statutory rate

9 unchanged sentences

Effective income tax rate

Company has determined that a valuation allowance for the entire net deferred tax asset is required.

A valuation allowance is required

if, based on the weight of evidence, it is more likely than not that some or the entire portion of the deferred tax asset will not be

After consideration of all the evidence, both positive and negative, management has determined that a full valuation allowance

is necessary to reduce the deferred tax asset to zero, the amount that will more likely not be realized.

disaggregation of the Company’s domestic and foreign pre-tax loss for the years ended December 31, 2025, 2024, and 2023, is as

SCHEDULE OF DISAGGREGATION OF DOMESTIC AND FOREIGN PRE-TAX LOSS

For the Year Ended

the Years Ended December 31

$ ( 180,327 )

2 unchanged sentences

$ ( 202,199 )

Notes to Consolidated Financial Statements

thousands, except for share and per share amounts)

to Consolidated Financial Statements

in thousands, except for share and per share amounts)

INCOME TAXES – CONTINUED

reconciliation of the income tax paid by jurisdiction is as follows:

SCHEDULE OF INCOME TAXES RECONCILIATION JURISDICTION

the Year Ended

Taxes paid (net of refunds)

state and local

Massachusetts

state and local

tax effects of temporary differences that give rise to deferred tax assets and liabilities are presented below:

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

Deferred Tax Assets:

Net operating loss carryforwards-federal

Net operating loss carryforwards-states

Net operating loss carryforwards-UK

Net operating loss carryforwards-Belgium

Operating Loss Carryforwards - Federal

Operating Loss Carryforwards - States

Operating Loss Carryforwards - UK

Operating Loss Carryforwards - Belgium

Stock-Based Compensation

Deferred revenue

Allowance for doubtful accounts

Capitalized Sec.174 R&D

Lease liability

Deferred tax assets, gross

Deferred Tax Liabilities:

Intangible assets

Unrealized gain/loss

Deferred tax liabilities,

Net deferred tax assets

Valuation allowance

Deferred tax assets, net of valuation allowance

Change in valuation allowance

As of December 31, 2024, the Company

had net operating loss carry forwards for federal income tax purposes of approximately $ 339,082

of which, $ 86,636 may be used to

offset future taxable income through 2037 and the remaining $ 252,446

of net operating loss carry forwards incurred after 2017, do not have an expiration date.

In addition, state NOLs carryforwards

available are approximately $ 224,120 ,

as of December 31, 2024.

As of December 31, 2024, the Company had net operating loss carry forwards for foreign income tax purposes of

these net operating losses carry forwards can be carried forward indefinitely.

The Company also has approximately $ 686

in business credits expiring between

2030 and 2043 .

for Doubtful Accounts

tax assets, gross

Tax Liabilities:

tax liabilities, gross

Deferred Tax Assets

Tax Assets, Net of Valuation Allowance

in Valuation Allowance

BLINK CHARGING CO.

Notes to Consolidated Financial Statements

thousands, except for share and per share amounts)

INCOME TAXES – CONTINUED

The Company has determined that a valuation allowance for the entire net deferred tax asset is required.

allowance is required if, based on the weight of evidence, it is more likely than not that some or the entire portion of the deferred

tax asset will not be realized.

After consideration of all the evidence, both positive and negative, management has determined that a

full valuation allowance is necessary to reduce the deferred tax asset to the amount that will more likely than not be realized.

of December 31, 2025, the Company had net operating loss carry forwards for federal income tax purposes of approximately $ 387,336 ,

of which $ 86,636

expire at various dates between 2029 and 2037.

The remaining $ 300,700

of net operating loss carry forwards incurred after 2017 do not have an expiration date.

In addition, state net operating loss carryforwards

available are approximately $ 253,241 as of December 31, 2025.

The state NOL carryforwards have expiration dates as follows:

OF NOL CARRYFORWARDS

Expiration Date

2035 and after

As of December 31, 2025, the Company has foreign

NOL carryforwards of approximately $ 44,724 in the United Kingdom and approximately $ 48,595 in Belgium, all of which are attributable to

the Company’s foreign subsidiaries.

These NOL carryforwards may be utilized to offset future taxable income in their respective

jurisdictions, subject to applicable statutory limitations and regulations.

The NOL carryforwards in both the United Kingdom and Belgium

can be carried forward indefinitely.

RELATED PARTIES

Company and a group of three

Cyprus entities entered into a shareholders’ agreement on February 11, 2019, pertaining to the parties’ respective

shareholdings in a new joint venture entity, Blink Charging Europe Ltd.

(the “Entity”), that was formed under the laws

of Cyprus on the same date.

The Company owns 40 %

of the Entity, while the other three parties own 60 %.

Subsequently, two of the three other parties exited the joint venture, and the remaining other party acquired the ownership of the

exiting parties.

The Entity currently owns 100 %

of a Greek subsidiary, Blink Charging Hellas SA (“Hellas”), which operates in the electric vehicle market in Greece.

obligation to fund the Entity’s future operations is limited to the Company’s 40 %

The Company recorded $ 203 and $ 0 of sales to Hellas during the years ended December 31, 2024 and 2023 and had a receivable of $ 31 and $ 0 as of December 31, 2024 and December 31, 2023.

December 31, 2024 and December 31,2023 the Company had a payable of approximately $ 129 and $ 114 ,

respectively, to Hellas.

In addition, the Company has provided working capital of $ 274 and $ 177

as of December 31, 2024 and December 31, 2023, respectively, in Hellas.

Company and a group of three Cyprus entities entered into a shareholders’ agreement on February 11, 2019, pertaining to the parties’

respective shareholdings in a new joint venture entity, Blink Charging Europe Ltd.

(the “Entity”), that was formed under

the laws of Cyprus on the same date.

The Company owns 40 % of the Entity, while the other three parties own 60 %.

Subsequently, two of

the three other parties exited the joint venture, and the remaining other party acquired the ownership of the exiting parties.

currently owns 100 % of a Greek subsidiary, Blink Charging Hellas SA (“Hellas”), which operates in the electric vehicle market

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

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 consolidated statements of operations

Company recorded $ 0 , $ 203 , and $ 0 of sales to Hellas during the years ended December 31, 2025, 2024, and 2023, respectively.

As of December

31, 2024, the Company had a receivable $ 31 from Hellas.

As of December 31, 2024 the Company had a payable of approximately $ 129 , respectively,

In addition, the Company has provided working capital of $ 274 through December 31, 2025 and 2024, respectively, in Hellas.

Through December 31, 2023, the Company has provided working capital of $ 177 to Hellas.

The Company has written off this working capital

7 unchanged sentences

CHARGING UK LIMITED

of December 31, 2024, several close family members of a senior management employee are providing services to Blink Charging UK Limited.

For the year ended December 31, 2024, these related parties have collectively provided services worth $ 209 to Blink Charging UK Limited.

For the years ended December 31, 2023 and 2022, these related parties have collectively provided services worth $ 359 and $ 95 respectively,

These expenses are included within general and administrative expenses on the consolidated statements of operations for the years ended

December 31, 2024, 2023 and 2022.

of December 31, 2025, certain family members of a senior management employee, who is a former founder of EB Charging Ltd., were providing

services to Blink Charging UK Limited.

For the twelve months ended December 31, 2025 and 2024, these related parties have collectively

provided services totaling $ 120 and $ 209 , respectively, to Blink Charging UK Limited.

These expenses are included within general and administrative

expenses on the consolidated statements of operations for the years ended December 31, 2025 and 2024.

As of December 31, 2025, the family

members of the senior management employee no longer provide services to the Company.

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.

The balance on the note payable was

$ 114 , which was repaid in full in October 2025.

BLINK CHARGING CO.

Notes to Consolidated Financial Statements

thousands, except for share and per share amounts)

EMPLOYEE BENEFIT PLANS

3 unchanged sentences

annual limits.

Employer contributions to these plans were $ 921 , $ 652 , and $ 238 for the years ended December 31, 2024, 2023, and 2022,

respectively.

to Consolidated Financial Statements

thousands, except for share and per share amounts)

Employer contributions to these plans were $ 839 ,

$ 921 , and $ 652 for the years ended December 31, 2025, 2024, and 2023 , respectively.

operating lease expenses for the year ended December 31, 2025, 2024, and 2023 , were $ 2,195 ,

respectively, and are recorded in other operating expenses on the consolidated statements of operations.

Operating lease expenses consist

of rent expense, common area maintenance adjustments, variable lease costs, and other expenses.

of December 31, 2024, the Company had $ 132 of right-of-use assets that were classified as financing leases for vehicles associated with

the operations of Blink Mobility and are included as a component of property

and equipment on the consolidated balance sheet as of December

The duration of the leases is three years and the Company is expected to pay approximately $ 1,020 throughout the term.

of December 31, 2024, the Company did not have additional operating and financing leases that have not yet commenced.

the years ended December 31, 2024, 2023, and 2022 the Company recorded $ 13 and $ 37 , and $ 38 of interest expense related to finance leases,

respectively, which were recorded within interest expense on the consolidated statements of operations.

During the years ended December

31, 2024, 2023, and 2022 the Company recorded amortization expense of $ 618 , $ 1,226 , and $ 659 related to finance leases, respectively.

$ 2,610 , and $ 1,803 , respectively, and are recorded in other operating expenses on the consolidated statements of operations.

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

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 year ended December 31, 2025.

of December 31, 2025, the Company had $ 106 of right-of-use assets that were classified as financing leases for vehicles and are included

as a component of property and equipment on the consolidated balance sheet as of December 31, 2025.

As of December 31, 2025, the Company

did not have additional operating and financing leases that have not yet commenced.

the years ended December 31, 2025, 2024, and 2023 , the Company recorded $ 7 and $ 13 , and

$ 37 of interest expense related to finance leases, respectively, which were recorded within interest expense on the consolidated statements

of operations.

cash flows information related to leases was as follows:

SCHEDULE OF SUPPLEMENTAL CASH FLOWS INFORMATION RELATED TO LEASES

For The Years Ended

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

Cash paid for amounts included in the measurement of lease liabilities:

The Years Ended

paid for amounts included in the measurement of lease liabilities:

cash flows from operating leases

Financing cash flows from finance leases

Cash paid for amounts included in the measurement of lease liabilities:

cash flows from finance leases

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

Operating leases

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

Finance leases

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

Finance leases

Weighted Average Remaining Lease Term

Operating leases

Finance leases

Weighted Average Discount Rate

Operating leases

Finance leases

assets obtained in exchange for lease obligations:

Weighted Average

Remaining Lease Term

Weighted Average

Discount Rate

minimum payments under non-cancellable leases as of December 31, 2025 were as follows:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

For the Years Ending December 31,

Operating Lease

Finance Lease

Total future minimum lease payments

the Years Ending December 31,

future minimum lease payments

imputed interest

to Consolidated Financial Statements

BLINK CHARGING CO.

Notes to Consolidated Financial Statements

thousands, except for share and per share amounts)

17 unchanged sentences

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

In August 2020, a purported securities class action

lawsuit, captioned Bush v.

August 2020, a purported securities class action lawsuit, captioned Bush v.

Blink Charging Co.

et al., Case No.

20-cv-23527, was filed in the United States District Court for the Southern

District of Florida against the Company, Michael Farkas (Blink’s former Chairman of the Board and Chief Executive Officer), and

Michael Rama (Blink’s Chief Financial Officer) (the “Bush Lawsuit”).

In September 2020, another purported securities

class action lawsuit, captioned Vittoria v.

20-cv-23527, was filed

in the United States District Court for the Southern District of Florida against the Company, Michael Farkas (Blink’s former Chairman

of the Board and Chief Executive Officer), and Michael Rama (Blink’s Chief Financial Officer) (the “Bush Lawsuit”).

In September 2020, another purported securities class action lawsuit, captioned Vittoria v.

Blink Charging Co.

et al., Case No.

20-cv-23643, was filed in the United States District Court

for the Southern District of Florida against the same defendants and seeking to recover the same alleged damages.

Following consolidation

of the two actions and the court appointing Tianyou Wu, Alexander Yu and H.

Marc Joseph to serve as the Co-Lead Plaintiffs, the Co-Lead

Plaintiffs filed an Amended Complaint in February 2021.

The Amended Complaint alleged, among other things, that the defendants made false

or misleading statements about the size and functionality of the Blink Network and asserted claims under Sections 10(b) and 20(a) of the

Securities Exchange Act of 1934.

In April 2021, Blink and the other defendants filed a motion to dismiss the Amended Complaint.

2023, the court dismissed Co-Lead Plaintiffs’ claims relating to the size of Blink’s charging network and denied the remainder

of the motion to dismiss.

Following a mediation in April 2024, the parties agreed to the terms of a settlement in which the Defendants

agreed to pay $3,750 (inclusive of attorneys’ fees and administrative costs) in exchange for the dismissal with prejudice of all

On October 21, 2024, the Court held a final settlement hearing, approved the settlement, dismissed the Bush Lawsuit with prejudice,

and closed the case.

The full settlement amount has been paid by the Company’s Directors’ and Officers’ insurance

In September 2020, a shareholder derivative lawsuit,

captioned Klein (derivatively on behalf of Blink Charging Co.) v.

Farkas et al., Case No.

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 Michael Rama (the “Klein

was filed in the United States District Court for the Southern District of Florida against the same defendants and seeking to recover

the same alleged damages.

Following consolidation of the two actions and the court appointing Tianyou Wu, Alexander Yu and H.

to serve as the Co-Lead Plaintiffs, the Co-Lead Plaintiffs filed an Amended Complaint in February 2021.

The Amended Complaint alleged,

among other things, that the defendants made false or misleading statements about the size and functionality of the Blink Network and

asserted claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934.

In April 2021, Blink and the other defendants

filed a motion to dismiss the Amended Complaint.

In November 2023, the court dismissed Co-Lead Plaintiffs’ claims relating to the

size of Blink’s charging network and denied the remainder of the motion to dismiss.

Following a mediation in April 2024, the parties

agreed to the terms of a settlement in which the Defendants agreed to pay $ 3,750 (inclusive of attorneys’ fees and administrative

costs) in exchange for the dismissal with prejudice of all claims.

On October 21, 2024, the Court held a final settlement hearing, approved

the settlement, dismissed the Bush Lawsuit with prejudice, and closed the case.

The full settlement amount has been paid by the Company’s

Directors’ and Officers’ insurance policies.

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

statements at issue in the securities class action and, as a result, the Company incurred costs defending against the Bush Lawsuit and

other unidentified investigations.

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

corporate waste and against all of 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.

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

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 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”).

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.

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.

The action remains

The Company wholly and completely disputes the allegations.

The Company has retained legal counsel to defend the action vigorously.

The Company has not recorded an accrual related to this matter as of December 31, 2024, as it determined that any such loss contingency

was either not probable or estimable.

In February 2022, a shareholder derivative lawsuit,

captioned McCauley (derivatively on behalf of Blink Charging Co.) v.

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

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.

The action remains stayed.

The Company wholly and completely disputes the allegations.

The Company has retained legal counsel

to defend the action vigorously.

The Company has not recorded an accrual related to this matter as of December 31, 2024, as it determined

that any such loss contingency was either not probable or estimable.

to Consolidated Financial Statements

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

BLINK CHARGING CO.

Notes to Consolidated Financial Statements

thousands, except for share and per share amounts)

COMMITMENTS AND CONTINGENCIES – CONTINUED

June 21, 2023, the Company and its former Chief Executive Officer Michael D.

Farkas entered into a separation and general release agreement,

dated as of June 20, 2023 (the “Separation Agreement”) pursuant to Mr.

Farkas’ May 1, 2023 termination of employment

and the terms of Mr.

Farkas’ employment agreement, effective as of January 1, 2021 (the “Employment Agreement”).

Separation Agreement became effective on June 28, 2023, following a statutory revocation period.

Under the terms of the Separation Agreement,

the Company agreed to provide Mr.

Farkas with (i) $ 6,028 in cash compensation, (ii) 383,738 shares of the Company’s common stock

and (iii) reimbursement for medical benefits under COBRA for 24 months or until Mr.

Farkas becomes eligible for coverage under another

employer’s group plan.

In addition, Mr.

Farkas’ outstanding issued and unvested equity awards became vested and, as a result,

the Company recognized approximately $ 2,900 of stock-based compensation expense during the year ended December 31, 2023 related to the

accelerated awards.

In return, Mr.

Farkas agreed that he has received all compensation to which he is entitled with respect to his employment

or termination thereof (except for any obligations under the parties’ Commission Agreement, dated as of November 17, 2009) and

Farkas released the Company from all claims that he might have related to his employment.

Farkas acknowledged that the

terms of his non-competition and non-solicitation covenants under his Employment Agreement remain in effect, except that Mr.

be permitted to continue to work with certain individuals with whom he has a current relationship outside of the Company.

year ended December 31, 2023, the Company issued 383,738 shares of common stock with an issuance date fair value of $ 2,900 to Mr.

in connection with the Separation Agreement.

to Consolidated Financial Statements

DISPUTES AND SETTLEMENTS - CONTINUED

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.

The 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.

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.

On December 4, 2025, plaintiffs in the Florida Action filed a notice of

voluntary dismissal with prejudice and the case was closed.

Farkas Group, Inc.

(“FGI”), a Florida corporation whose principal is former Company CEO, Michael D.

Farkas, filed a demand

for arbitration on April 1, 2024, alleging that the Company owes FGI commissions pursuant to a November 17, 2009 commission agreement

between the parties.

The Company filed an answer denying the claim and counterclaimed against FGI, Mr.

Farkas, and one of his companies,

NextNRG Holdings (“NEXT”), alleging that FGI, Mr.

Farkas, and NEXT are in violation of non-compete agreements.

filed a petition with the Florida Superior Court to stay the arbitration as to NEXT.

The Florida Court denied NEXT’s petition,

and the arbitration resumed in March 2025.

The arbitration hearing occurred in August 2025.

In October 2025, the Arbitrator issued an

interim award which requires the Company to provide an accounting within 90 days applying the Arbitrator’s determinations regarding

the Commission Agreement.

The Company anticipates that the accounting will result in a final award of less than $ 100 with an ongoing

obligation to pay a de minimis monthly amount that is expected to decline to zero over time.

The Arbitrator denied the Company’s

claim for injunctive relief.

The Arbitrator declined to award attorneys’ fees to either party.

BLINK CHARGING CO.

Notes to Consolidated Financial Statements

thousands, except for share and per share amounts)

3 unchanged sentences

allocations and measures performance as one operating and reportable segment.

The Company manufactures, owns, and operates

residential and commercial EV charging solutions, including its Blink Networks and EVSE, to support EV drivers at various locations.

Furthermore, the Company owns and operates an EV car-sharing and ride-sharing program that allows customers to share electric

vehicles through subscription services and charge those cars through charging stations.

CODM is provided 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 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 disaggregated expense information

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

OF DISAGGREGATED EXPENSE INFORMATION FOR OTHER OPERATING EXPENSES

The Company manufactures, owns, and operates residential

and commercial EV charging solutions, including its Blink Network and EV charging equipment, to support EV drivers at various locations.

the Company owns and operates an EV car-sharing program that allows customers to share electric vehicles through subscription services

and charge those cars through charging stations.

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

CODM reviews the following information on a consolidated basis:

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

loss 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:

SCHEDULE OF DISAGGREGATED EXPENSE INFORMATION FOR OTHER OPERATING EXPENSES

For The Years Ended

1 unchanged sentence

Total other operating expenses

(1) Includes operating

lease expense, insurance expense, office expenses and travel expenses.

(1) Includes operating lease expense, issuance expense, office expenses and travel expenses.

following table sets forth our long-lived assets by geographic area, which consists of property and equipment, net and operating lease

right-of-use assets:

OF LONG-LIVED ASSETS BY GEOGRAPHIC AREA

SCHEDULE OF LONG-LIVED ASSETS BY GEOGRAPHIC AREA

United States

United Kingdom

International - Other

The following table summarizes our revenue recognized

in the consolidated statements of operations by geographical area:

SCHEDULE OF REVENUE RECOGNITION BY GEOGRAPHICAL AREA

For the Years Ended

Revenues by Geographical Area

International

Total Revenue

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

additional information related to goodwill, see Note 6 - Goodwill.

to Consolidated Financial Statements

BLINK CHARGING CO.

Notes to Consolidated Financial Statements

thousands, except for share and per share amounts)

OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS

In 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 below.

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-K for the

year ended December 31, 2023.

RESTRUCTURING

May 2025, the Company announced the BlinkForward Initiative (the “Initiative”), a restructuring plan designed to accelerate

the Company’s path to profitability, improve overall liquidity and enhance operational efficiency through workforce optimization,

reductions in operating and administrative costs, and changes to the Company’s manufacturing strategy.

The Company expects the

Initiative to be substantially complete by Q2 2026.

part of the Initiative, the Company reduced its global workforce.

The workforce reduction was primarily completed during 2025 and resulted

in restructuring charges consisting primarily of employee severance and related benefit costs.

These costs are recognized in accordance

with ASC 420, Exit or Disposal Cost Obligations, when the obligations are incurred.

The Company also transitioned its EV charging hardware

manufacturing to a contract manufacturing model, which was completed in January 2026.

The Company no longer maintains in-house manufacturing

In addition, the Initiative includes a strategic emphasis on expanding the Company’s DC Fast Charging network, prioritizing

deployment of high-speed chargers in strategic locations with higher utilization potential.

Restructuring

charges of $ 1,320 are included within operating expenses on the accompanying consolidated statements of operations.

These expenses related

to severance, lease termination costs, and accelerated vesting of stock-based compensation awards.

The Company operates as a single reportable

accordingly, all restructuring costs relate to the Company’s single reportable segment.

Company expects the restructuring activities associated with the BlinkForward Initiative to result in meaningful reductions in operating

expenses and improved operating leverage in future periods.

The following table sets forth a summary of the changes in the restructuring-related liabilities:

OF RESTRUCTURING RELATED LIABILITIES

Beginning balance as of January 1, 2025

Costs incurred and charged to expense

Costs paid or otherwise settled

Ending balance as of December 31, 2025

BLINK CHARGING CO.

Notes to Consolidated Financial Statements

thousands, except for share and per share amounts)

REVISION OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS

connection with the preparation of the Company’s consolidated financial statements for the year ended December 31, 2025, the

Company identified a number of misstatements in the Company’s previously issued financial statements as summarized below.

identified misstatements impacted certain components of the balance sheet, statement of operations, statement of comprehensive loss,

statement of changes in stockholders’ equity and statement of cash flows in the consolidated financial statements included in

the Form 10-K for the year ended December 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.

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).

1 unchanged sentence

previously issued consolidated financial statements as of and for the year ended December 31, 2024.

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

— Summary of Significant Accounting Policies - Marketable Securities

Company 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.

A summary of the corrections

to the impacted financial statement line items in the Company’s previously issued consolidated balance sheet and consolidated

statement of cash flows as of and for the year ended December 31, 2023.

OF PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL

However, the Company concluded the

financial statements should be revised for these errors.

revisions consist of the following adjustments:

Reclassification of $ 656

of asset-related grant income from revenue to a reduction of depreciation expense to more appropriately reflect the nature of the grants

as reimbursements of depreciable asset costs.

No net impact on the balance sheet;

this is an income statement reclassification between revenue and depreciation expense with no effect

Adjustments to the timing

of recognition of network fee revenues of $ 764

and warranty revenues of $ 740 ,

totaling $ 1,504 ,

to correctly align revenue recognition with the satisfaction of the related performance obligations.

A related $ 40

reduction in cost of product sales was also recorded.

on balance sheet:

Accounts payable, accrued expenses and other current liabilities increased by $ 1,464 ,

representing deferred performance obligations.

Net impact on income statement:

increase to net loss.

Cash flow impact:

The increase in net

loss is offset by an increase in accounts payable, accrued expenses, and other current liabilities.

Write-off of $ 1,672

related to certain installed charging units that were determined not to be performing to specifications.

Impact on balance sheet:

Inventory decreased by $ 1,672 , with an offsetting charge to cost of product sales.

No net impact on operating cash flows.

Write-off of $ 1,730

related to older, incomplete charger deployment projects for which the Company determined the related costs no longer met the

criteria for capitalization.

Additionally, $ 108 of incremental costs were recognized within general and administrative expenses and

$ 40 of incremental costs were recognized within cost of product sales.

Impact on balance sheet:

Property and equipment, net

decreased by $ 1,290

(gross cost of $ 1,730 less $ 440 accumulated depreciation), with the net book value charge of $ 1,290

recorded through cost of product sales.

Accounts payable, accrued expenses and other current liabilities increased by $ 148 .

Cash flow impact:

No net impact on operating cash flows.

Reversal of $ 1,330

of a previously accrued purchase liability that the Company determined was no longer a valid obligation .

Impact on balance sheet:

Accounts payable, accrued expenses and other current liabilities decreased by $ 1,330 ,

with a corresponding $ 1,330

benefit recorded through cost of product sales.

Cash flow impact:

No net impact on operating cash flows.

The Company recorded reclassifications of grant-related receivables and deferred grant income to more appropriately

reflect the nature and expected timing of settlement of those balances:

(i) grant-related receivables of $ 1,129 were reclassified from accounts receivable to prepaid expenses and other current assets;

(ii) deferred grant

income of $281 was reclassified from deferred revenue current to accounts payable, accrued expenses and other current liabilities;

non-current deferred grant income of $ 5,543 was reclassified to other liabilities as part of the overall reallocation of grant-related deferred income between

current and non-current classifications.

These are balance sheet reclassifications with no impact on net loss.

Cash flow impact:

$ 1,129 of government grant proceeds was reclassified from operating activities to investing activities.

total cash flows.

The revision adjustments described in the notes above resulted in an aggregate increase to the

pre-tax loss of $ 3,244 .

The related tax effect of these adjustments resulted in a $ 58

decrease in the provision for income taxes, from $ 714

to $ 656 with an offset to Accounts payable, accrued expenses and other current liabilities .

After giving effect to the tax provision adjustment, the net impact on accumulated deficit was $ 3,186 .

BLINK CHARGING CO.

Notes to Consolidated Financial Statements

thousands, except for share and per share amounts)

REVISION OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

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

statements as of and for the year ended December 31, 2024 are as follows:

SCHEDULE OF PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS

Balance Sheet

of December 31, 2024

As Previously

As Previously Reported

Revision Adjustments

Current Assets:

Cash and cash equivalents

Marketable securities

Accounts receivable, net

Inventory, net

Prepaid expenses and other current assets

Total Current Assets

Statement of Cash Flows

The Year Ended December 31, 2023

As Previously

Cash Flows From Investing Activities:

Proceeds from sale of marketable securities

Purchase of marketable securities

Net Cash Used In Investing Activities

Net Increase In Cash and Cash Equivalents and Restricted Cash

Cash and Cash Equivalents and Restricted Cash - Beginning of Year

Cash and Cash Equivalents and Restricted Cash - End of Year

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

Cash and cash equivalents

Restricted cash

Cash and Cash Equivalents

and Restricted Cash - End of Year

Note 10 — Fair Value

As a result of this error in classification, the

Company omitted disclosures related to the fair value measurement of marketable securities and money market funds as Level 1 financial

instruments from the 2023 consolidated financial statements.

to Consolidated Financial Statements

Property and equipment, net

Liabilities and Stockholders’ Equity

Current Liabilities:

Accounts payable, accrued expenses and other current liabilities

(b), (e), (f)

Current portion of deferred revenue

Total Current Liabilities

Deferred revenue, non-current portion

Other liabilities

Total Liabilities

Stockholders’ Equity:

Accumulated deficit

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

BLINK CHARGING CO.

Notes to Consolidated Financial Statements

thousands, except for share and per share amounts)

REVISION OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

Additionally, the Company revised certain notes for immaterial errors,

including omission of disclosure, as described below:

Note 2 — Summary of Significant Accounting

Policies - Accounts Receivable

The Company omitted the expected credit loss

roll-forward schedule from the 2023 consolidated financial statements.

Note 6 — Goodwill

The Company omitted the goodwill impairment by reporting

unit in the roll-forward schedule from the 2023 consolidated financial statements.

Note 7 — Accrued Expenses

The Company omitted the disclosure related to liabilities

that represent 5% or greater of total current liabilities from the 2023 consolidated financial statements.

to Consolidated Financial Statements

Statement of Operations-For the Year Ended December 31, 2024

As Previously Reported

Revision Adjustments

Grant and fees rebate

Total Revenues

Cost of Revenues:

Cost of product sales

(b), (c), (d), (e)

Depreciation and amortization

Total Cost of Revenues

Operating Expenses:

General and administrative

Operating Expenses

Loss From Operations

Other Income (Expense):

Loss Before Income Taxes

$ ( 197,418 )

$ ( 200,662 )

Provision for income taxes

$ ( 198,132 )

$ ( 201,318 )

Net Loss Per Share:

Weighted Average Number of Common Shares Outstanding:

Statement of Comprehensive Loss- For the Year Ended December 31, 2024

As Previously Reported

Revision Adjustments

$ ( 198,132 )

$ ( 201,318 )

Other Comprehensive Loss:

Cumulative translation adjustments

Total Comprehensive Loss

$ ( 201,441 )

$ ( 204,627 )

BLINK CHARGING CO.

Notes to Consolidated Financial Statements

thousands, except for share and per share amounts)

REVISION OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

Statement of Changes in Stockholder’s Equity

of December 31, 2024

As Previously Reported

Revision Adjustments

Stockholders’ Equity:

Accumulated deficit

Total Stockholders’ Equity

Statement of Cash Flows- For the Year Ended December 31, 2024

As Previously Reported

Revision Adjustments

Cash Flows From Operating Activities:

$ ( 198,132 )

$ ( 201,318 )

Adjustments to reconcile net loss to net cash

used in operating activities:

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

Depreciation and amortization

Loss on disposal of property and equipment

Provision for slow moving and obsolete inventory

in operating assets and liabilities:

expenses and other current assets

Accounts payable, accrued expenses, and other current liabilities

(b), (e), (f)

Other liabilities

Deferred revenue

Total Adjustments

Net Cash Used In Operating Activities

Cash Flows From Investing Activities:

Proceeds from government grants

Net Cash Provided By Investing Activities

BLINK CHARGING CO.

Notes to Consolidated Financial Statements

thousands, except for share and per share amounts)

QUARTERLY INFORMATION (UNAUDITED)

The following table show a summary of

the Company’s quarterly financial information for the quarterly periods within fiscal 2025 and reflect the quarterly impact of the adjustments

identified in the preceding note as well as other immaterial adjustments.

SCHEDULE OF QUARTERLY FINANCIAL INFORMATION

For The Three Months

For The Three Months Ended

September 30,

Product sales

Charging service revenue

Grant and rebate

Car-sharing services

Total Revenues

Cost of Revenues:

Cost of product sales

Cost of charging services

Host provider fees

Network costs

Warranty and repairs and maintenance

Car-sharing services

Depreciation and amortization

Total Cost of Revenues

Loss From Operations

Net Loss Per Share:

Weighted Average Number of

Common Shares Outstanding:

SUBSEQUENT EVENTS

AGREEMENT AMENDMENT

March 10, 2025, the Company’s indirect 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) in order to issue shares of Envoy Technologies common stock

to the former shareholders of Envoy Technologies under the terms of the Merger Agreement, while the deadline for a direct listing remains

April 18, 2025.

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 .

OF COMMON STOCK

to December 31, 2024, the Company sold an aggregate of 681,330 shares of common stock aggregate gross proceeds of $ 909 .

January 2026, the Company commenced a sublease of its facility located in Bowie, Maryland.

The sublease has a term through March 31,

Under the sublease, aggregate base rental income is approximately $ 2,300 over

the sublease term.

The sublease includes a 21-month rent abatement period during which base rent is partially or fully abated on a

portion of the premises.

In connection with the sublease, the Company provided the sublessee with an irrevocable letter of credit of

approximately $ 315 to

secure the sublessee’s benefit of the abated rent for the period of the rent abatement.

NASDAQ LISTING COMPLIANCE

January 26, 2026, the Company received a deficiency letter (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”)

notifying the Company that, for the preceding 30 consecutive trading days, the closing bid price of its common stock had been below the

$ 1.00 per share minimum required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Minimum

Bid Requirement”).

Notice has no immediate effect on the listing or trading of the Company’s common stock on The Nasdaq Capital Market.

In accordance with

Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of 180 calendar days from the date of the Notice, or until July

27, 2026, to regain compliance with the Minimum Bid Requirement.

Compliance may be regained if the closing bid price of the Company’s

common stock meets or exceeds $ 1.00 per share for a minimum of 10 consecutive trading days during the compliance period.

the Company does not regain compliance by July 27, 2026, it may be eligible for an additional 180-calendar-day compliance period, provided

it meets all other applicable initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Requirement.

There can be no assurance that the Company will regain compliance during the initial or any additional compliance period.

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

What changed 10-K

Item 9A. Controls and Procedures