What changed in this filing

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Item 1. Financial Statements

2026-05-11 compared with 2025-11-07 · 396 added, 906 removed, 248 unchanged (84% of the section changed)

FINANCIAL STATEMENTS.

Condensed Consolidated Balance Sheets

thousands, except for share amounts)

thousands, except for share and per share amounts)

Current Assets:

Cash and cash

Marketable securities

Accounts receivable, net

4 unchanged sentences

Property and equipment, net

Operating lease right-of-use asset

Operating lease right-of-use assets

Intangible assets, net

1 unchanged sentence

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

Notes payable- related

Notes payable

Current portion of operating

4 unchanged sentences

Total Current Liabilities

Consideration payable, non-current portion

Earn-out liabilities, non-current portion

6 unchanged sentences

Preferred stock, $ 0.001

par value, 40,000,000

shares authorized, 0

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

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

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

par value, 40,000,000 shares authorized, 0 shares issued and outstanding as of March 31, 2026 and December 31, 2025

Common stock, $ 0.001 par

value, 500,000,000 shares authorized, 143,147,682 and 142,128,133 shares issued and outstanding as of March 31, 2026 and December

31, 2025, respectively

Additional paid-in capital

Accumulated other comprehensive

income (loss)

Stockholders’ Equity

4 unchanged sentences

For The Three

Product sales

Charging service revenue

Grant and rebate

Car-sharing services

Product revenue

Service revenue

Other revenue

Cost of Revenues:

Cost of product sales

Cost of charging services

Host provider fees

Network costs

Warranty and repairs and

Car-sharing services

Cost of product revenue

Cost of service revenue

Costs of other revenue

Cost of car-sharing revenue

and amortization

3 unchanged sentences

Other operating expenses

Change in fair value of

consideration payable and gain on settlement (Note 9)

Impairment of goodwill

in fair value of consideration payable

Operating Expenses

From Operations

Other Income (Expense):

Interest income (expense)

Gain on extinguishment

of notes payable

Change in fair value of

derivatives and other accrued liabilities

Other income (expense)

and interest income

Other Income:

Other Income, Net

Loss Before Income Taxes

$ ( 124,447 )

benefit for income taxes

$ ( 124,621 )

for income taxes

Net Loss Per Share:

Weighted Average Number of Common Shares

Weighted Average Number

of Common Shares Outstanding:

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

Condensed Consolidated Statements of Comprehensive Income (Loss)

Condensed Consolidated Statements of Comprehensive Loss

For the Three

$ ( 124,621 )

Other Comprehensive Income:

Other Comprehensive (Loss) Income:

currency translation adjustments

Total Comprehensive

Income (Loss)

$ ( 123,659 )

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

Condensed Consolidated Statement of Changes in Stockholders’ Equity

the Three and Nine Months Ended September 30, 2025

Condensed Consolidated Statements of Changes in Stockholders’ Equity

the Three Months Ended March 31, 2026

thousands, except for share amounts)

1 unchanged sentence

Stockholders’

January 1, 2025

$ ( 735,855 )

Common stock issued in public offering, net

of issuance costs [1]

Stock-based compensation

Other comprehensive income

Balance - March 31, 2025

Balance - January

$ ( 822,426 )

Stock-based compensation

Common stock issued upon warrant exercise

Other comprehensive loss

Balance - June 30, 2025

$ ( 788,521 )

Stock-based compensation

Common stock and warrants issued in satisfaction

of consideration payable

Common stock issued as purchase consideration

Other comprehensive income

Balance - September

- March 31, 2026

$ ( 833,989 )

[1] Includes gross

proceeds of $ 909 , less issuance costs of $ 18 .

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

Condensed Consolidated Statement of Changes in Stockholders’ Equity

the Three and Nine Months Ended September 30, 2024

Condensed Consolidated Statements of Changes in Stockholders’ Equity

the Three Months Ended March 31, 2025

thousands, except for share amounts)

1 unchanged sentence

Stockholders’

January 1, 2024

Balance - January

$ ( 735,855 )

Common stock issued in public offering, net

2 unchanged sentences

Other comprehensive loss

Balance - March 31, 2024

$ ( 554,896 )

Stock-based compensation

Common stock issuance, net

Common stock issued in public offering, net of issuance costs

Other comprehensive loss

Balance - June 30, 2024

$ ( 574,955 )

Stock-based compensation

Other comprehensive income

Balance - September

- March 31, 2025

$ ( 756,863 )

4 unchanged sentences

Condensed Consolidated Statements of Cash Flows

the Three Months Ended

Cash Flows From Operating

$ ( 124,621 )

Adjustments to reconcile

net loss to net cash used in operating activities:

net loss to net cash provided by (used in) operating activities:

Depreciation and amortization

Non-cash lease expense

Non-cash gain on lease

Loss on disposal of property

and equipment

Change in fair value of

derivative and other accrued liabilities

Provision (benefit) for

credit losses

(Gain) loss on disposal

of property and equipment

Provision for

slow moving and obsolete inventory

Change in fair value of

consideration payable and gain on settlement (Note 9)

Provision for slow moving

and obsolete inventory

Provision for credit losses

Gain on extinguishment

of notes payable

Impairment of goodwill

consideration payable

Stock-based compensation

Changes in operating assets

and liabilities:

Changes in operating assets and liabilities:

Accounts receivable

1 unchanged sentence

current assets

Accounts payable and accrued

Accounts payable, accrued

expenses, and other current liabilities

Other liabilities

Lease liabilities

Cash Used In Operating Activities

Operating lease liabilities

Cash Provided By (Used In) Operating Activities

Cash Flows From Investing

Proceeds from sale of marketable

Proceeds from sale of equity

method investment

Purchase consideration

of Zemetric, net of cash acquired

Purchase of marketable

Capitalization of engineering

Proceeds from government grants

of property and equipment

Cash Provided By (Used In) Investing Activities

Cash (Used In) Provided By Investing Activities

Cash Flows From Financing

Proceeds from sale of common

stock in public offering, net [1]

Repayment of note payable

Repayment of financing

liability in connection with finance lease

of financing liability in connection with internal use software

Cash Provided By (Used In) Financing Activities

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

Decrease In Cash and Cash Equivalents and Restricted Cash

stock in public offering [1]

of financing liability in connection with finance lease

Cash (Used In) Provided By Financing Activities

of Exchange Rate Changes on Cash and Cash Equivalents

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

and Cash Equivalents and Restricted Cash - Beginning of Period

3 unchanged sentences

Cash and cash equivalents

and restricted cash

[1] For the nine months

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

[1] For the nine months ended

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

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

and Cash Equivalents and Restricted Cash - End of Year

[1] For the three months

ended March 31, 2025, includes gross proceeds of $ 909 , less issuance costs of $ 18 .

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

Condensed Consolidated Statements of Cash Flows — Continued

For The Three

Supplemental Disclosures

1 unchanged sentence

Cash paid during the period

Non-cash investing and

financing activities:

Non-cash investing and financing activities:

Right-of-use assets obtained

in exchange for lease obligations

Right-of-use assets derecognized

in connection with lease termination

Property and equipment

obtained in exchange for finance lease obligations

Common stock and warrants

issued in satisfaction of consideration payable

Common stock issued as

purchase consideration of Zemetric

Common stock obligation incurred as purchase consideration of Zemetric

Earn-out liabilities incurred

as purchase consideration of Zemetric

Common stock issuance,

Transfer of inventory to

property and equipment

Proceeds to be received from government grants

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

Proceeds to be received

from government grants

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

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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BUSINESS ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION

ORGANIZATION AND OPERATIONS

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

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

and international markets for EVs.

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

to recharge at various location types.

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

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

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.

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

(“Envoy Technologies”), entered

into Amendment No.

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

Company, Envoy Technologies, Envoy Mobility, Inc.

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

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

Pursuant to the Fourth Amendment, the

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

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

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

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

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

During the three months ended

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

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

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

See Note 5 - Stockholders’ Equity for additional information.

The former shareholders of Envoy Technologies were granted

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

See Note 13- Subsequent Events for additional information.

BASIS OF PRESENTATION

and Operations

Charging Co., through its consolidated 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 for

Blink offers EV charging equipment and services, enabling EV drivers to recharge at various locations.

principal line of products and services is its 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.

Network provides fleets, property owners, managers, parking companies, and state and municipal entities (“Property

Partners”), among other types of commercial customers, 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 (as applicable) .

of Presentation

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

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

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

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

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

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

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

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

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

March 31, 2026 and for the three months then ended.

The results of operations for the three months ended March 31, 2026 are not necessarily

indicative of the operating results for the full year ending December 31, 2026 or any other period.

These unaudited condensed consolidated

financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures of the

Company as of December 31, 2025 and for the year then ended, which were filed with the Securities and Exchange Commission (“SEC”)

on March 31, 2026 as part of the Company’s Annual Report on Form 10-K.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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policies, except as disclosed in this note.

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

During the three and nine

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

During the nine months ended September

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

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

of non-cash foreign currency translation adjustments.

The Company has not yet achieved profitability and expects to continue

to incur cash outflows from operations.

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

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

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

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

Historically,

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

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

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

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

The Company is required

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

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

restructuring or fundraising opportunities.

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

liquidity or resolve the Company’s current financial challenges.

There is also no assurance that the amount of funds the

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

Lastly, there

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

Therefore, the Company has concluded that management’s

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

the date the condensed consolidated financial statements are issued.

The accompanying condensed consolidated financial statements do

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

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

Company had equity securities of $ 0 and

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

These securities consist primarily of mutual funds and were used

for working capital needs.

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

as of each balance sheet date.

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

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

The Company carries all “trading

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

statements of operations.

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

The marketable securities were

all classified as trading as of December 31, 2024.

Marketable securities are stated at fair value.

following table provides supplemental information related to marketable securities:

SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO MARKETABLE SECURITIES

the Three Months Ended

the Nine Months Ended

Net gains recognized

during the period on trading securities

net gains recognized

during the period on trading securities sold during the period

Unrealized gains recognized

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

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

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

raw material and work in process.

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

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

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

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

AND EQUIPMENT

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

on disposal of property and equipment of $ ( 50 )

and $ 5,712 ,

respectively.

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

(i) certain installed

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

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

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

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

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

of March 31, 2026, the Company had cash and cash equivalents of $ 37,991

and working capital of $ 14,210 .

During the three months ended March 31, 2026, the Company incurred a net loss of $ 11,563 and

generated cash in operating activities of $ 671 .

Company has not yet achieved profitability and expects to continue to incur operating losses.

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 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.

expects that cash and cash equivalents, and future cash flows from operations, will fund operations for at least 12 months after the

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

The Company’s operations have primarily been

funded through proceeds from equity and debt financings, and the Company continues to evaluate additional financing opportunities.

Company’s at-the-market (“ATM”) equity offering program, under which the Company may publicly issue and sell shares

of its common stock, was reactivated upon the timely filing of the Company’s Annual Report on Form 10-K for the year ended December

There can be no assurance that the Company will be able to obtain additional funds on commercially acceptable terms, if at all,

or that any funds raised will be sufficient to complete the Company’s EV development initiatives or attain profitable operations.

NASDAQ Listing Compliance

On 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”).

The 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.

If 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.

May 2025, the Company announced the BlinkForward Initiative (the “Initiative”) as part of a broader strategic restructuring

plan aimed at accelerating the Company’s path to profitability and enhancing operational efficiency.

Key pillars of the 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 efforts.

The transition to contract manufacturing was completed in January

2026, and Blink no longer maintains manufacturing facilities in-house.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

CURRENCY TRANSLATION

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

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

respectively.

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

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

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

of operations.

Company recognizes revenue primarily from the following:

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

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

Charging 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.

of March 31, 2026, the Company’s inventory was comprised of $ 3,607

of finished goods that were available for sale and $ 8,438

of raw material and work in process.

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.

CURRENCY TRANSACTIONS AND TRANSLATION

gains (losses) attributable to foreign exchange were $ 14 and ($ 259 ) during the three months ended March 31, 2026 and 2025, respectively.

Transaction gains and losses attributable to foreign exchange are included within general and administrative expenses on the condensed

consolidated statements of operations for the three months ended March 31, 2026 and 2025.

currency translation adjustments related to the translation of the financial statements of the Company’s foreign subsidiaries

from their functional currency to the US dollar were ($ 233 )

for the three months ended March 31, 2026 and 2025, respectively.

Company recognizes revenue primarily from the following different types of contracts:

revenues – 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.

revenues are comprised of the following:

○ Charging services revenues –

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.

○ 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.

Grant 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 station.

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.

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

revenues are comprised of the following:

○ 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 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 of sale.

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.

○ Other- Primarily related to transaction fees recognized at a point in time.

Other revenues are also comprised of sales

related to alternative fuel credits.

Other revenues are also comprised of sales related to alternative

fuel credits.

Other is included within Other revenues on the condensed consolidated statements of operations.

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 grant.

● Car-sharing

revenue – 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 agreements which are short term in nature.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

RECOGNITION – CONTINUED

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

SCHEDULE OF REVENUE RECOGNITION

The Three Months Ended

The Nine Months Ended

- Recognized at a Point in Time

service revenue

OF REVENUE RECOGNITION

For The Three Months Ended

Revenues - Recognized at a Point in Time

- Recognized Over a Period of Time:

Product revenue

Service revenue - charging services

Other revenues - warranty and other

Total Revenues - Recognized at a Point in Time

Revenues - Recognized Over a Period of Time:

and fees rebate

Service revenue - network fees

Total Revenues - Recognized Over a Period of Time

ASC 842- Revenues

Car-sharing revenue

Revenues- Other

Other revenues - grant and fees rebate

Total Revenue

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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RECOGNITION – CONTINUED

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

SCHEDULE OF REVENUE RECOGNITION BY GEOGRAPHICAL AREA

The Three Months Ended

The Nine Months Ended

by Geographical Area

International

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

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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.

Company recognizes revenue from numerous contracts with multiple performance obligations.

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revenue recognized on the contract.

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

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

as of September 30, 2025.

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

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

of March 31, 2026, the Company had $ 14,231 related to contract liabilities where performance obligations have not yet been satisfied,

which has been included within deferred revenue on the condensed consolidated balance sheets as of March 31, 2026.

The Company expects

to satisfy $ 11,686 of its remaining performance obligations for network fees, warranty revenue, product sales, and other and recognize

the revenue within the next twelve months.

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

the expected amortization period is one year or less.

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

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

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

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

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

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

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

Grants and rebates related to EV charging stations and their installation

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

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

related to grant and rebate revenue.

During the nine months ended September 30, 2025 and

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

During the three months ended September

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

During the nine

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

of revenue related to alternative fuel credits.

During the three months ended March 31, 2026 and 2025 there was no revenue recognized

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

the three months ended March 31, 2026, the Company recognized $ 2,774 revenues related to network fees and warranty contracts, which were

included in deferred revenues as of December 31, 2025.

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

21 unchanged sentences

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

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.

Proceeds 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.

receivables are included within prepaid expenses and other current assets on the Company’s condensed 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.

of March 31, 2026, the Company had government grant receivables of $ 758 and government grant liabilities of $ 11,663 , of which $ 3,062 were current

and $ 8,601 were non-current.

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.

During the three months ended March 31, 2026 and 2025, government

grants of $ 722 and $ 540 , respectively, were recognized as a reduction to depreciation expense on the condensed consolidated statements

of operations.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

the Three and Nine Months Ended

For the Three

Restricted stock units

Total potentially dilutive

CONCENTRATIONS

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

accounts payable.

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

of total revenue.

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

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

addition, 2,118,856 and 1,150,152 warrants for the three months ended March 31, 2026 and 2025, respectively, and 431,215 and 987,843

options for the three months ended March 31, 2026 and 2025, 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.

ADOPTED ACCOUNTING STANDARDS

July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05,

Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets.

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 adopted this guidance on January 1, 2026, and its adoption did not have a material impact on the Company’s condensed

consolidated financial statements and related disclosures.

RECLASSIFICATIONS

Certain prior year balances have

been reclassified in order to conform to current period presentation.

These reclassifications have no effect on previously reported

results of operations or loss per share.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

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

condensed 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 condensed consolidated financial statements.

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

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

affect the tax rate and prospects for future cash flows.

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

January 1, 2025 with early adoption permitted.

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

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

reporting periods beginning January 1, 2026.

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

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

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.

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

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

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

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

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

of how those costs are presented in the financial statements.

The amendments are effective for all entities for annual reporting periods

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

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

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

and footnote disclosures.

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

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

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

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

from a customer under Topic 606.

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

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

outside of revenue.

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

consolidated financial statements and footnote disclosures.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

BUSINESS COMBINATION

July 7, 2025, Blink Charging Co.

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

(“Zemetric”), a Delaware corporation.

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

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

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

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

(i) $ 250 in cash paid at closing;

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

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

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

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

of cash and common stock.

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

shall reduce the corresponding earn-out proportionally.

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

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

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

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

The Company has accrued for this obligation of September

See Note 4 - Accrued Expenses for additional details.

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

following the closing date.

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

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

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

assets acquired and liabilities assumed for Zemetric.

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

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

The acquisition will necessitate the use of this measurement period to

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

including intangible assets, accounts receivable and certain fixed assets.

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

SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

Price Allocation

Purchase Consideration:

Cash (net of excess cash of $ 43 )

Common stock consideration

Earn-out liabilities

Total Purchase Consideration

Customer relationships

Developed technology

Property and equipment

Non-compete agreements

Note payable-related party

working capital

Value of Identified Net Assets

Unidentified Goodwill Value

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

BUSINESS COMBINATION – CONTINUED

components of net working capital are as follows:

Purchase Price Allocation

Current assets:

Accounts receivable

Other current assets

current assets

Less current liabilities:

current liabilities

working capital

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

developed technology, and non-compete agreements.

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

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

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

This method estimates the value

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

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

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

The trade names were assigned an estimated useful life

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

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

less costs to realize the revenue.

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

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

Other significant assumptions used to estimate the fair value

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

The developed technology was assigned a useful life of five years

for hardware and three years for software.

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

is based on a discounted cash flow model.

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

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

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

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

competition during the restricted period.

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

The non-compete

agreements were assigned a useful life of two years .

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

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

The fair value of property and equipment was estimated

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

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

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

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

The valuation incorporated

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

the shares to be issued upon settlement.

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

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

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

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

of Zemetric with the Company’s existing product offerings.

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

expected to be deductible for income tax purposes.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

BUSINESS COMBINATION - CONTINUED

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

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

The results of operations

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

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

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

The pro forma information presented below is based on

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

the acquired intangible assets.

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

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

indicative of future operating results.

SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS

the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

$ ( 125,140 )

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

Acquisition-related costs were immaterial.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

expenses and other current liabilities consisted of the following:

SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued professional, board and

Certain prior year balances have been reclassified in order to conform to current period presentation, primarily

related to revenue and cost of revenues line items, which were reorganized to better align with how management views and operates the

business and to conform the cost of revenue captions to the Company’s revenue categories.

These reclassifications have no effect

on previously reported results of operations or loss per share.

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

Accrued professional, board and other fees

Accrued wages

1 unchanged sentence

Accrued income, property and sales taxes payable

Accrued purchases

Other accrued expenses

Total accrued expenses

Government grant liabilities

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

STOCKHOLDERS’ EQUITY

AT-THE-MARKET

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

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

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

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

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

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

with the Agents.

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

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

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

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

by the Sales Agreement.

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

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

The ATM is not currently active since the Company

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

Note 3 - Business Combination for additional details.

Note 8 - Fair Value Measurement for additional details.

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

months ended September 30, 2025 of $ 433

and $ 2,186 ,

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

The Company recognized

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

30, 2024 of $ 927 and

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

As of September 30,

2025, there was $ 2,086

of unrecognized stock-based compensation expense that will

be recognized over the weighted average remaining vesting period of 1.5

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

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

will be recognized ratably over the vesting term.

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

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

the nine months ended September 30, 2025, the

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

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

Such awards will be issued in the form of

restricted stock units.

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

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

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

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

indicators and other performance criteria .

escalating stock price thresholds are as follows:

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

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

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

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

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

of common stock at an exercise price of $ 0.97 per

share to employees.

The shares vest ratably over three years from the date of grant.

The stock options had a grant date fair value

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

risk-free interest rate is 4.12 %, expected

term is 6.5 years,

expected volatility is 81 % and

an expected dividend yield of 0 %.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

RELATED PARTY TRANSACTIONS

Company and a group of three Cyprus entities entered into a shareholders’ agreement on February 11, 2019, pertaining to the parties’

respective shareholdings in a new joint venture entity, Blink Charging Europe Ltd.

(the “Entity”), that was formed under

the laws of Cyprus on the same date.

The Company owns 40 % of the Entity while the other three parties own 60 % of the Entity.

Subsequently,

two of the three other parties exited the joint venture, and the remaining other party acquired the ownership of the exiting parties.

The Entity currently owns 100 % of a Greek subsidiary, Blink Charging Hellas SA (“Hellas”), which operates in the electric

vehicle market in Greece.

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

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

As of September

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

Furthermore, the Company

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

The Company has written off this working

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

Company determined that the Entity is a variable interest entity;

however, the Company does not have a controlling financial interest

and, as a result, the Company is not required to consolidate the Entity and instead has applied equity method accounting to its investment

in the Entity.

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

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

30, 2025 and 2024.

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

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

CHARGING UK LIMITED

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

providing services to Blink Charging UK Limited.

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

related parties have collectively provided services worth $ 32

respectively, to Blink Charging UK Limited.

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

related parties have collectively provided services worth $ 68

respectively, to Blink Charging UK Limited.

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

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

PAYABLE – RELATED PARTY

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

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

As of September 30, 2025, the balance

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

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

31, 2026 and 2025 of $ 1,328 and $ 966 , respectively, which is included within compensation expense on the condensed consolidated statements

of operations.

As of March 31, 2026, there was $ 2,014 of unrecognized stock-based compensation expense that will be recognized over the

weighted average remaining vesting period of 1.98 years.

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 three months ended March 31, 2026 is presented below:

SCHEDULE OF RSU ACTIVITY

Value Per Share

Outstanding, January 1, 2026

( 2,057,340 )

Cancelled/forfeited/expired

Outstanding, March 31,

of March 31, 2026, 1,216,811 of RSUs that vested during the three months ended March 31, 2026

remain unissued.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

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

1 (the “Tax Reform Act of 2025”).

Act introduces numerous changes to U.S.

corporate income tax law, including, among others:

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

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

3) modifications

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

expensing thresholds under Section 179;

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

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

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

While the Tax Reform

Act of 2025 introduces significant U.S.

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

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

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

thereafter, until it reaches profitability.

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

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

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

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

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

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

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

Operating lease expenses consist of rent expense,

common area maintenance adjustments and other expenses.

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

that have not yet commenced.

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

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

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

consolidated balance sheet as of September 30, 2025.

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

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

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

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

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

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

$ 6 and $ 29 , respectively, of interest expense

related to finance leases.

AND FINANCE LEASES

operating lease expenses for the three months ended March 31, 2026 and 2025 were $ 815

respectively.

Of these amounts, $ 425 and $ 479 , respectively,

were recorded in other operating expenses and $ 390 and $ 361 , respectively, were recorded in cost of car-sharing revenue on the condensed

consolidated statements of operations.

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

During the three months ended March 31, 2026, the Company entered into new operating leases, which resulted in approximately

$ 330 of additional operating lease right-of-use assets and corresponding lease liabilities recorded during the period.

As of March 31,

2026, the Company had not entered into additional finance or operating lease obligations that have not yet commenced.

As of March 31,

2026, the Company had $ 96 of

right-of-use assets that were classified as financing leases for vehicles associated with the operations of Envoy Mobility, Inc.

(formerly Blink Mobility, LLC) and are included as a component of property

and equipment on the condensed consolidated

balance sheet as of March 31, 2026.

During the three months ended March 31, 2026 and 2025, the Company recorded $ 12 and

respectively, of interest expense related to finance leases, which were recorded within interest expense on the condensed

consolidated statements of operations.

cash flows information related to leases was as follows:

SCHEDULE OF SUPPLEMENTAL CASH FLOWS INFORMATION RELATED TO LEASES

The Three Months Ended March 31,

Cash paid for amounts included in the measurement

4 unchanged sentences

finance leases

Right-of-use assets obtained in exchange for

lease obligations:

Operating leases

Finance leases

Weighted Average Remaining Lease Term

Weighted Average Remaining

Operating leases

Finance leases

Weighted Average Discount Rate

Weighted Average Discount

Operating leases

Finance leases

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

minimum payments under non-cancellable leases as of March 31, 2026 were as follows:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

the Twelve Months Ended September 30,

future minimum lease payments

the Years Ending December 31,

Total future minimum lease

imputed interest

January 2026, the Company commenced a sublease of a portion of its facility located at 5081 Howerton Way, Bowie, Maryland.

has a term through March 31, 2031, with rent commencing February 1, 2026 following an initial abatement period.

Under the sublease, aggregate

base rental income is approximately $ 2,286 over the sublease term.

In connection with the sublease, the Company received from the sublessee

an irrevocable letter of credit of approximately $ 70 , equal to the first and last months’ base rent, as security for the sublessee’s

obligations under the sublease.

The letter of credit is reducible to approximately $ 26 on the second anniversary of the rent commencement

date, subject to no defaults.

The following table presents future undiscounted sublease

lease payments to be received as of March 31, 2026:

SCHEDULE OF FUTURE UNDISCOUNTED SUBLEASE LEASE PAYMENTS

For the Years Ending December 31,

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2 unchanged sentences

and liabilities measured at fair value on a recurring basis are as follows:

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

OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE

Warrant liability

1 unchanged sentence

Total liabilities

Marketable securities

Money market funds

Alternative fuel credits

Warrant liability

Common stock consideration

Earn-out liabilities

Total liabilities

5 unchanged sentences

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

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

FAIR VALUE MEASUREMENT – CONTINUED

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

basis during the nine months ended September 30, 2025:

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

Common Stock Consideration

Beginning balance as of January 1,

Change in fair value of consideration payable and gain on settlement

Issuance of common stock

and warrants in satisfaction of consideration payable

Ending balance as of September 30,

Warrant Liability

Beginning balance as of January 1,

Change in fair value of

warrant liability

Ending balance as of September 30,

Earn-Out Liabilities

Beginning balance as of January 1,

Contingent consideration

assumed in Zemetric acquisition

Ending balance as of September 30,

STOCK CONSIDERATION PAYABLE

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

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

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

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

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

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

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

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

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

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

The warrants have a

contractual life of twenty months.

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

additional details.

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

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

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

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

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

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

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

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

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

The determination as to whether any such vesting condition

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

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

Subsequent to September

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

The Company obtained a third party valuation

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

market conditions outlined above.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

FAIR VALUE MEASUREMENT - CONTINUED

utilized in the valuation of warrant liabilities are as follows:

SUMMARY OF ASSUMPTIONS USED FOR VALUATION OF WARRANT LIABILITIES

For the Three

Risk-free interest rate

3.96 %- 4.03 %

3.98 %- 5.09 %

Contractual term (years)

Expected volatility

Expected dividend yield

Note 3 – Business Combination for details.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

BLINK CHARGING

NOTES TO UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands,

except for share and per share amounts)

COMMITMENTS AND CONTINGENCIES

7 unchanged sentences

and subject to change.

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

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

in the consolidated financial statements.

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

described herein cannot be predicted with certainty.

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

defenses with respect to the legal matters pending against it.

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

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

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

Farkas et al., Case

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

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

Blink is named as a nominal defendant.

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

captioned Bush v.

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

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

District Court for the Southern District of Florida

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

investigations.

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

The Klein Lawsuit asserted

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

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

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

attorneys’ fees and other litigation 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.

2020-019815-CA-01.

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

on behalf of Blink Charging Co.) v.

Farkas et al., Case No.

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

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

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

Blink is named as a nominal defendant.

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

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

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

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

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

On September 29, 2025, plaintiffs’

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

On October 24,

2025, the Nevada court granted the motion.

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

settlement and closing the case.

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

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

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

Company believes it has recorded adequate provisions for any such lawsuits, investigations, claims, and proceedings as of March 31, 2026,

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

the consolidated financial statements.

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

herein cannot be predicted with certainty.

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

respect to the legal matters pending against it.

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

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

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 amount of commission was not stated but application of the theories articulated in the pleading

would have required payment of more than $ 20,000

in commissions.

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.

later 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 rejected many of the theories advocated by FGI and requires the Company to provide an

accounting within 90 days applying the Arbitrator’s determinations regarding the Commission Agreement.

The Arbitrator denied

the Company’s claim for injunctive relief.

The Arbitrator declined to award attorneys’ fees to either party.

later prepared the accounting which resulted in a final award requiring the Company to pay $ 72 ,

plus quarterly commissions on revenue derived from certain chargers installed prior to June 30, 2017.

The Company estimates the

quarterly payments will be less than $ 10

per quarter, declining over time to zero.

The first payment was approximately $ 10

in April 2026 .

BLINK CHARGING

NOTES TO UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands,

except for share and per share amounts)

SEGMENT REPORTING

3 unchanged sentences

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.

and commercial EV charging solutions, including its Blink Network and EVSE, to support EV drivers at various locations.

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

historical results and previously forecasted financial information.

Other than certain disaggregated expense information provided in

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

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

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

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

segments assets are disclosed in the condensed consolidated balance sheets.

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.

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:

SCHEDULE OF DISAGGREGATED EXPENSE INFORMATION FOR OTHER OPERATING EXPENSES

For The Three

For The Three Months Ended

Other operating expenses

Total other operating

(1) Includes operating

lease expense, insurance expense, office expenses and travel expenses.

Total other operating expenses

(1) Includes operating lease expense, insurance 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

1 unchanged sentence

SCHEDULE OF LONG-LIVED ASSETS BY GEOGRAPHIC AREA

March 31, 2026

December 31, 2025

United States

United Kingdom

International - Other

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

Revenues by Geographical Area

SCHEDULE OF REVENUE RECOGNITION BY GEOGRAPHICAL AREA

For The Three Months Ended

United States

International

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

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

REVISION OF PREVIOUSLY ISSUED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

identified a 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.

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

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

The Company assessed the materiality of the errors,

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

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

99, Materiality).

Based on this assessment, the Company concluded that

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

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

However, the Company concluded the financial statements should be

revised for these errors.

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

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

OF PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL

Consolidated Balance Sheets

As of September 30, 2024

As Previously

Current Assets:

Cash and cash

Marketable securities

Total Current Assets

Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2024

As Previously

Cash Flows From Investing Activities:

Proceeds from

sale of marketable securities

Purchase of marketable

Net Cash Used In Investing

Net Decrease In Cash and

Cash Equivalents and Restricted Cash

Cash and Cash Equivalents and Restricted Cash

- Beginning of Period

Cash and Cash Equivalents and Restricted Cash

- End of Period

Cash and cash equivalents and restricted cash

consisted of the following:

Cash and cash equivalents

and restricted cash

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

SUBSEQUENT EVENTS

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

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

The shares offered for resale under

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

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

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

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

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

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

The registration statement is not currently effective.

Total Revenue

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

What changed 10-Q

Item 1. Financial Statements