What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-11 compared with 2025-11-07 · 287 added, 477 removed, 106 unchanged (88% of the section changed)

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Note Regarding Forward-Looking Information

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

(together with its subsidiaries,

“Blink” or the “Company”) as of September 30, 2025 and for the three and nine months ended September 30, 2025

and 2024 should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere

in this Quarterly Report on Form 10-Q.

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

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

This Quarterly Report contains

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

The events described in forward-looking statements

contained in this Quarterly Report may not occur.

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

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

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

The words “may,” “will,”

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

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

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

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

Factors that may

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

in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and under a similar item in subsequent periodic

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

(together with its

subsidiaries, “Blink” or the “Company”) as of March 31, 2026 and for the three months ended March 31, 2026

and 2025 should be read in conjunction with our financial statements and the notes to those financial statements that are included

elsewhere in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K

for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on March 31, 2026.

References in this Management’s Discussion and Analysis of Financial

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

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

The events described in

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

Generally, these statements relate to business plans or

strategies, projected or anticipated benefits or other consequences of our plans or strategies, projected or anticipated benefits

from acquisitions to be made by us, or projections involving anticipated revenues, earnings or other aspects of our operating

The words “may,” “will,” “expect,” “believe,” “anticipate,”

“project,” “plan,” “intend,” “estimate,” and “continue,” and their

opposites and similar expressions, are intended to identify forward-looking statements.

We caution you that these statements are not

guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which

are beyond our control, which may influence the accuracy of the statements.

Factors that may affect our results include, but are not

limited to, the risks and uncertainties set forth under Part I, Item 1A, “Risk Factors” in the Company’s Annual

Report on Form 10-K for the year ended December 31, 2025, and under a similar item in subsequent periodic reports, as discussed

elsewhere in this Quarterly Report, particularly in Part II, Item 1A - Risk Factors.

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

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Blink offers residential and commercial EV charging equipment and services, enabling EV drivers to recharge at various

Blink’s principal line of products and services is its Blink Networks and Blink EV charging equipment, also known as

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

The Blink Networks are a proprietary, cloud-based

system that operates, maintains, and manages Blink charging stations and handles the associated charging data, back-end operations, and

payment processing.

The Blink Networks provide Property Partners, among other types of commercial customers, 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 (as applicable).

Blink’s principal line of products and services is its Blink Network and Blink EV charging equipment, also known as

EVSE, and other EV-related services.

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

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

The Blink Network provides 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).

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

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We own and operate the EV charging

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

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

In this model, which favors recurring revenues, we

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

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

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

In this model, since the Property

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

We work with the Property Partner by providing site recommendations, connectivity to the Blink Networks, payment processing,

We work with the Property Partner by providing site recommendations, connectivity to the Blink Network, payment processing,

and optional maintenance services.

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Blink network connectivity and processing fees.

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

These programs allow customers to share

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

As of September 30, 2025, there were 65,586 chargers connected to

the Blink networks.

Of those, 63,775 were Level 2 commercial chargers and 1,811 DCFC were commercial chargers, Included on Blink networks

are 8,112 chargers owned by us.

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

These programs allow customers

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

As of March 31, 2026,

there were approximately 47,559 chargers connected to the Blink Network.

Of those, approximately 44,491 were Level 2 commercial

chargers and approximately 1,964 DCFC were commercial chargers.

Included on Blink Network are approximately 6,745 chargers

Another estimated 23,700 units were non-networked, on other networks, international sales, or deployments.

In total, we have deployed, contracted or sold 110,188 units, which includes public and private chargers, as designated by stations owners,

and is net of swap-outs, replacement units, and decommissioned units.

Certain commercial chargers include chargers installed in residential

settings for commercial purposes.

All chargers, including at all international Blink locations, are categorized based on US Department

of Energy guidelines.

reflected in our condensed consolidated financial statements as of September 30, 2025, we had cash and cash equivalents of $23,110, working

capital of $36,752 and an accumulated deficit of $788,607.

During the three and nine months ended September 30, 2025, we incurred net

losses of $86 and $52,752, respectively.

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.

We have not yet achieved profitability.

Technologies, Inc.

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.

July 7, 2025, the Company acquired 100% of the equity interest in Zemetric, Inc.

(“Zemetric”), a Silicon

Valley–based provider of charging infrastructure tailored for fleet, multi-family, and high-utilization destinations.

consideration for the acquisition includes cash, the Company’s restricted stock and a performance based earn-out.

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

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

legislation includes numerous changes to U.S.

corporate income tax law, including but not limited to:

permanent 100% bonus depreciation

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

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

of executive compensation under IRC Section 162(m).

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.

cash tax payments for the remainder of 2025 and near future thereafter, until it reaches a sight of 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 recorded in the consolidated financial statements as of December 31, 2025.

May 2025, we announced the BlinkForward Initiative strategic restructuring plan, aimed at accelerating the Company’s path to profitability

and enhancing operational efficiency.

Key pillars of the BlinkForward Initiative were designed to transform the Company into a more agile

and lean organization.

This included a significant reduction in our global workforce from 513 to approximately 296 as of the filing of this Quarterly Report, reductions in other operating, general and administrative expenses, and a shift to contract manufacturing for

our EV hardware, to reduce overhead expenses and focus on our intellectual property and customer experience efforts.

The transition to

contract manufacturing was completed in January 2026, and Blink no longer maintains manufacturing facilities in-house.

Additionally,

we focused on expansion of our DC Fast Charging network through deployment of high-speed chargers in strategic, high-utilization locations.

As a part of this focus, we launched a capital raise process and completed an underwritten registered public offering of 26,666,666 shares

of common stock at a public offering price of $0.75 per share, raising gross proceeds of $20,000, less underwriting discounts and offering

expenses of $1,474, for net proceeds of $18,526, in December 2025.

a part of the BlinkForward Initiative announced in May 2025, the Company shifted to contract manufacturing for its EV hardware, to

focus on Blink’s intellectual property and service, while reducing overhead.

The transition to contract manufacturing was

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

In connection with the transition, the

Company entered into a sublease of its former manufacturing facility located in Bowie, Maryland from in January 2026 through March

and Service Offerings

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Charging Solutions

We offer a wide range of Level 2 (AC) EV charging equipment, ideal for commercial and residential use, with the North

American standard J1772 connector, the North American Charging Standard (NACS) connector, and the Type 2 connector compatible with electric

vehicles in Europe and across Latin America.

Our commercial Level 2 chargers consist of the EQ, HQ, MQ, and IQ 200 families and the Series 4, 6, 7, and 8 families, which are available

in pedestal, wall mount, and pole mount configurations.

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

cable management system.

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

the wall-mounted HQ 200, Series

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

Our commercial and residential chargers (except the non-networked

HQ 150) can connect to the Blink Networks or a local network.

Level 2 charging stations typically provide a full charge in two to eight

Level 2 chargers are ideally suited for low-cost installations and frequently used parking locations, such as workplaces, multifamily

residential, retail, hospitality, and mixed-use, parking garages, municipalities, colleges/schools, hospitals and airports.

International Products .

We offer Level 2 AC and DC products for the rapidly expanding international markets targeted at the residential,

workplace, retail, parking garages, leasing companies, hospitality, and other locations.

These products are available with the Type 2,

GBT, and CCS 2 connectors and include the PQ 150, Series 3 (an ideal product for the 2/3-wheeled vehicles), and the EQ 200.

Mobile Charger .

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

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

We offer a complete line of DC Fast Charging equipment (“DCFC”) that ranges from 30kW to 360kW, supports the

‘CHAdeMo’, CCS1, and NACS connectors, and typically provide an 80% charge in less than 30 minutes.

Installation of DCFC stations

and grid requirements are typically greater than Level 2 charging stations and are ideally suited for transportation hubs and locations

between travel destinations.

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

and is available in wall and pedestal mount configurations, the Blink 30kW DC Fast Charger that boasts a small footprint providing up

to 100 amps of output, and the Blink 60kW – 360kW DC Fast Charger that provides from 140 to 500 amps of power

Blink Network .

The Blink Network is a cloud-based platform that manages our network of EV chargers around the world for remote

monitoring, management, payment processing, customer support, and other features required for operating the Blink Networks of EV charging

Blink Charging Mobile App.

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

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

or address, and expanded keyword search.

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

Fleet Management.

We offer Energy Management System (EMS) to fleets to optimize their energy costs.

Our EMS solution can be integrated

into existing charger and fleet management solutions, which allows Blink to be a flexible and value-added solution within existing software

2 Charging Equipment.

We offer a wide range of Level 2 (AC) EV charging equipment, for commercial, residential, and public locations.

Our Level 2 chargers support the J1772 connector, the North American Charging Standard (NACS) connector, and the Type 2 connector

used in Europe.

commercial Level 2 chargers consist of the EQ product family in Europe and the United Kingdom and the Series 7, Series 8, and Series

10 product families in North America.

We also offer the Shasta charger, a next-generation Level 2 platform designed to support ISO

15118 and “Plug & Charge” functionality.

Certain Level 2 chargers offer optional cable management systems and connectivity

to the Blink Network.

Level 2 charging stations typically provide a full vehicle charge in approximately five to ten hours and are

commonly deployed at workplaces, multifamily residential properties, retail and hospitality locations, parking facilities, such as

those operated by municipalities, educational campuses, healthcare facilities, and airports.

International

We offer Level 2 AC and DC charging products for international markets, including residential, workplace, retail, parking,

hospitality, and fleet applications.

These products are available with the Type 2, GBT, and CCS2 connectors and include Blink branded

chargers and other hardware sourced or configured to meet regional and customer specific requirements.

Fast Charging (DCFC ).

We offer a complete line of DC Fast Charging equipment that ranges from 30kW to 600kW.

Our DCFC products

support NACS, CCS1, CHAdeMO connectors and are capable of producing up to an 80% battery charge in less than 30 minutes, depending

on vehicle and conditions.

DC fast charging stations typically require greater electrical infrastructure than Level 2 chargers and

are deployed in high-traffic urban locations and along long-distance travel corridors.

Our DCFC portfolio includes both all-in-one

chargers and distributed cabinet and dispenser systems.

The Blink Network is a cloud-based software platform that supports the operation and management of EV charging stations.

The platform enables remote monitoring, management, payment processing, customer support, load management, roaming, reporting, and

other network services.

Charging Mobile App.

We offer Blink Charging Mobile Apps for iOS and Android devices that allow EV drivers to locate charging

stations, view charger availability and charging speeds, initiate and pay for charging sessions, and manage their charging activity.

Management and Fleet Management.

We offer energy management and fleet focused software solutions designed to help commercial,

municipal, and other fleet operators manage charging operations and optimize energy usage and costs.

These solutions may be deployed

as standalone offerings or integrated with existing fleet and charging management systems.

Factors Affecting Operating Results

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

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

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

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

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

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

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

origin of manufacturing, sales capabilities, financial stability, brand recognition, product reliability, customer experience, and

the installed base’s size.

Existing competitors may expand their product offerings and sales strategies, and new competitors may

enter the market.

If our market share decreases due to increased competition, the Company’s revenue and ability to generate profits

in the future may be impacted.

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

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

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

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

Factors that may influence the

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

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

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

and concerns about running out of power while in use;

market for electric vehicles is still relatively new, rapidly evolving, characterized by rapidly changing technologies, price competition,

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

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

Factors that may influence the purchase and use

of electric vehicles, include perceptions about EV quality, safety (in particular with respect to battery chemistries), design, performance,

the limited range over which EVs may be driven on a single battery charge and concerns about running out of power while in

improvements in the fuel economy of the internal combustion engine;

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

consumers’ desire and ability to purchase a luxury automobile

or one that is perceived as exclusive;

the environmental consciousness of consumers;

volatility in the cost of oil and gasoline;

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

or hostile countries and the impact of international conflicts;

government regulations and economic incentives promoting fuel efficiency

and alternate forms of energy;

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

convenience and cost to charge an EV;

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

regulation requiring increased use of nonpolluting vehicles.

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

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

perceptions of the dependency of the United States on oil from unstable or hostile countries and the impact of international conflicts;

government regulations and economic incentives promoting fuel efficiency and alternate forms of energy;

access to charging stations,

standardization of EV charging systems and consumers’ perceptions about convenience and cost to charge an EV;

and the availability

of tax and other governmental incentives to purchase and operate EVs and future regulation requiring increased use of zero emissions

If the market for EVs does not gain broad market acceptance or develops slower than we expect, our business, prospects, financial

condition and operating results may be adversely affected.

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

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

of operations would be negatively impacted.

of the operations would be negatively impacted.

Capital Resources, and Going Concern

of September 30, 2025, the Company had cash and cash equivalents of $23,110 compared to $41,774 in cash and cash equivalents and $13,630

in marketable securities as of December 31, 2024, representing a decrease of $32,294 in available liquidity due to ongoing operating

losses, working capital requirements, and limited cash inflows from operations.

a near-term capital infusion or significant improvement in cash flow from operations, the Company expects that its current cash resources

will be insufficient to fund operations for the next twelve months.

As such, management has concluded that substantial doubt exists about

the Company’s ability to continue as a going concern within one year from the date of issuance of these financial statements.

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.

Company has no agreements, commitments, or understandings with respect to any financing alternatives.

Any equity issuance would be dilutive

to stockholders.

of March 31, 2026, the Company had cash and cash equivalents of $37,991 compared to $39,568 in cash and cash equivalents as of December

31, 2025, representing a decrease of $1,577 in available liquidity due to ongoing operating losses and working capital requirements.

May 2025, we announced the BlinkForward Initiative a strategic restructuring plan aimed at accelerating the Company’s path to

profitability and enhancing operational efficiency.

Key pillars of the BlinkForward Initiative were designed to transform the

Company into a more agile and lean organization.

This included a significant reduction in our global workforce from 513 to

approximately 296 as of the filing of this Quarterly Report, reductions in other operating, general and administrative expenses, and

a shift to contract manufacturing for our EV hardware to reduce overhead expenses and focus on our 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.

reflected in our condensed consolidated financial statements as of March 31, 2026, we had cash and cash equivalents of $37,991, working

capital of $14,210 and an accumulated deficit of $833,989.

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

We have not yet achieved profitability.

December 2025, we completed an underwritten registered public offering of 26,666,666 shares of our common stock at a public offering

price of $0.75 per share.

We received gross proceeds of $20,000 from the public offering, less underwriting discounts and offering expenses

of $1,474, for net proceeds of $18,526.

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

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

Wainwright & Co.

and Roth Capital Partners acted as co-placement

agents in connection with the offering.

have not yet achieved profitability and expect cash flows from operations to be volatile.

While the BlinkForward Initiative substantially

decreased our operating expenses and cash burn, we still need to generate substantial revenues in the near future to achieve

profitability, even as our repeatable and recurring revenue from network and charging fees continues to grow.

Historically, we have been

able to raise funds to support our business operations, although there can be no assurance that we will be successful in raising significant

additional funds in the future.

We expect that our cash on hand and future cash flows from operations will fund our operations for at

least 12 months after the issuance date of the financial statements included in this Quarterly Report.

inception, our operations have primarily been funded through proceeds received in equity and debt financings.

We believe we have access

to capital resources and continue to evaluate additional financing opportunities.

There is no assurance that we will be able to obtain

funds on commercially acceptable terms, if at all.

There is also no assurance that the amount of funds we might raise will enable us

to complete our EV charging development initiatives or attain profitable operations.

of Operations

and Nine Months Ended September 30, 2025 Compared With Three and Nine Months Ended September 30, 2024

Months Ended March 31, 2026 Compared With Three Months Ended March 31, 2025

For The Three Months Ended

For The Nine Months Ended

September 30,

Product sales

Charging service revenue - company-owned charging stations

Grant and rebate

Car-sharing services

Product revenue

Service revenue

Other revenue

Car-sharing revenue

Total Revenues

Cost of Revenues:

Cost of product sales

Cost of charging services - company-owned charging stations

Host provider fees

Network costs

Warranty and repairs and maintenance

Car-sharing services

Cost of product revenue

Cost of service revenue

Costs of other revenue

Cost of car-sharing revenue

Depreciation and amortization

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Other operating expenses

Change in fair value of consideration payable and gain on settlement

Impairment of goodwill

Change in fair value of consideration payable

Total Operating Expenses

Loss From Operations

Other Income (Expense):

Interest income (expense)

Gain on extinguishment of notes payable

Change in fair value of derivative and other accrued liabilities

Other income (expense)

Dividend and interest income

Other Income:

Other income, net

Total Other Income, Net

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Provision for income taxes

Months Ended September 30, 2025 Compared With Three Months Ended September 30, 2024

revenue for the three months ended September 30, 2025 increased by $1,843, or 7%, to $27,030 compared to $25,187 during the three months

ended September 30, 2024, primarily due to the increase in network fees and charging service revenues.

from product sales was $13,035 for the three months ended September 30, 2025 as compared to $13,448 during the three months ended September

Months Ended March 31, 2026 Compared With Three Months Ended March 31, 2025

revenue for the three months ended March 31, 2026 increased by $61, or less than 1%, to $20,779 compared to $20,718 during the three

months ended March 31, 2025, primarily due to the decrease in product revenue, offset by the increase in charging revenue.

from product sales was $6,194 for the three months ended March 31, 2026 as compared to $8,380 during the three months ended March 31,

2025, a decrease of $2,186, or 26%.

This decrease was attributable to the mix of products and shipment priorities by the customers

when compared to the same period in 2024.

service revenue from Company-owned charging stations was $7,758 for the three months ended September 30, 2025 as compared to $5,254 for

the three months ended September 30, 2024, an increase of $2,504 or 48%.

The increase is due to the increased number of chargers on the

Blink Networks.

fees revenues were $2,874 for the three months ended September 30, 2025 as compared to $2,332 for the three months ended September 30,

2024, an increase of $542, or 23%.

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

30, 2025, as compared to the three months ended September 30, 2024.

revenues were $1,486 for the three months ended September 30, 2025 as compared to $1,405 for the three months ended September 30, 2024,

an increase of $81, or 6%.

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

September 30, 2025 as compared to the three months ended September 30, 2024.

As of September 30, 2025, we recorded a liability of $1,548

which represents the estimated cost of existing backlog of warranty cases.

of revenues primarily consists of the cost to manufacture or procure DC fast or L-2 chargers, charger installations, electricity reimbursements,

revenue share payments to our Property Partner hosts, the cost of charging stations sold, connectivity charges provided by telco and

other networks, warranty, repairs and maintenance services, and depreciation of our installed charging stations.

Cost of revenues for

the three months ended September 30, 2025 were $17,364 as compared to $16,068 for the three months ended September 30, 2024, an increase

of $1,296 or 8%.

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

of products between DC fast chargers, and L-2 chargers;

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

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

applicable chargers;

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

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

for excess and obsolete inventory;

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

of product sales decreased by $1,135 or 12%, from $9,122 for the three months ended September 30, 2024 as compared to $7,987 for the three

months ended September 30, 2025.

The decrease was primarily due the mix in business between the DC fast chargers and L-2 chargers, and

variability in installation costs.

of charging services (electricity reimbursements) increased by $630, or 87%, to $1,354 for the three months ended September 30, 2025

as compared to $724 for the three months ended September 30, 2024.

The increase in 2025 was attributable to the increased number and

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

provider fees increased by $870, or 29%, to $3,852 during the three months ended September 30, 2025 as compared to $2,982 during the

three months ended September 30, 2024.

This increase was a result of the increased number and mix of chargers generating revenue and

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

costs increased by $50 or 9%, to $627 during the three months ended September 30, 2025 as compared to $577 during the three months ended

September 30, 2024.

costs remained relatively consistent for the three months ended September 30, 2025, despite the increase in revenue.

The additions of

the new chargers do not drive proportionally the increase in network costs, and this performance is aligned with our long-term strategy

to improve margins and move toward profitability as we grow network fees revenue.

and repairs and maintenance costs increased by $490, or 167%, to $784 during the three months ended September 30, 2025 from $294

during the three months ended September 30, 2024.

The increase for the three months ended September 30, 2025 is

attributable to the outsourcing of the warranty repairs to the 3 rd parties, and alignment of the revenue with costs

and amortization expense increased by $108 or 9%, to $1,321 for the three months ended September 30, 2025 as compared to $1,213 for the

three months ended September 30, 2024.

The increase in depreciation expense was attributable to additional operational assets launch

and their depreciation expense.

expense decreased by $3,631 or 24%, to $11,528 (consisting of approximately $11.1 million of cash compensation and benefits and approximately

$0.4 million of non-cash compensation) for the three months ended September 30, 2025.

Compensation expense was $15,159 (consisting of

approximately $14.3 million of cash compensation and benefits and approximately $0.9 million of non-cash compensation) for the three

months ended September 30, 2024.

The decrease in compensation expense for the three months ended September 30, 2025 compared to the same

period in 2024 was primarily related to decreases in personnel and compensation across all of the departments as a result of the BlinkForward

initiative and the cost savings and synergies realized.

and administrative expenses decreased by $2,517, or 32%, to $5,455 for the three months ended September 30, 2025 as compared to

$7,972 for the three months ended September 30, 2024.

The decrease was primarily attributable to the favorable impact in the credit

loss reserve reversal of $2,990, as a result of improved working capital practices during the three months ended September 30, 2025.

It was also offset primarily by the higher legal services expenses during the quarter.

operating expenses decreased by $150, or 3%, to $4,589 for the three months ended September 30, 2025 from $4,739 for the three months

ended September 30, 2024.

Company recorded a gain on change in fair value of consideration payable and gain on settlement related to the Envoy acquisition of

$11,701 for the three months ended September 30, 2025 as compared to a loss of $364 for the three months ended September 30, 2024

due to the change in the inputs to the probability-weighted discounted cash flow model, due to settlement of the consideration

payable and full satisfaction of the liability.

the three months ended September 30, 2024, we observed certain triggering events, including a decline in our stock price and, as a result,

we conducted a quantitative impairment analysis of our goodwill and intangible assets and determined that the fair value of certain reporting

units were less than the carrying amount and, as a result, recorded an impairment charge of $69,111 related to goodwill during the 2024

There was no impairment of goodwill during the 2025 period.

Income (Expense)

recorded other income of $159 during the three months ended September 30, 2025 as compared to other income of $819 for the three months

ended September 30, 2024.

The decrease in other income was primarily related to a decrease in dividend and interest income of $638 during

the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, and as a result of the depletion

of the cash and cash equivalents invested in money market funds and other interest bearing programs.

net loss for the three months ended September 30, 2025 decreased by $87,303, or 100%, to $86 as compared to $87,389 for the three

months ended September 30, 2024.

The decrease was primarily attributable to the decrease in operating expenses, primarily the

reduction in impairment of goodwill and the gain on change in fair value of consideration payable related to the Envoy

Comprehensive Income (Loss)

total comprehensive income for the three months ended September 30, 2025 was $6,707 whereas our total comprehensive loss for the

three months ended September 30, 2024 was ($84,790).

Months Ended September 30, 2025 Compared With Nine Months Ended September 30, 2024

revenue for the nine months ended September 30, 2025 decreased by $19,566, or 20%, to $76,451 compared to $96,017 during the nine months

ended September 30, 2024.

from product sales was $35,924 for the nine months ended September 30, 2025 as compared to $64,538 during the nine months ended September

This decrease was attributable to the decrease in the number of chargers sold when compared to the

same period in 2025.

revenue was $12,230 for the three months ended March 31, 2026 as compared to $9,506 for the three months ended March 31, 2025, an

increase of $2,724, or 29%, primarily due to the increase in Company owned chargers generating charging revenue, and the increase in

the number of chargers in the Blink Network, which resulted in an increase in network fees.

Service revenue includes charging

service revenue, network fees, warranty revenue and grants and rebates.

services revenues were $1,119 during the three months ended March 31, 2026 as compared to $1,175 during the three months ended March

31, 2025, a decrease of $56, or 5%.

This decrease was attributable to decreased sales of commercial chargers, DC fast chargers and

residential chargers when compared to the same period in 2024.

service revenue from Company-owned charging stations was $22,229 for the nine months ended September 30, 2025 as compared to $15,217

for the nine months ended September 30, 2024, an increase of $7,012, or 46%.

The increase is due to the increase in number of chargers

on the Blink Networks.

fee revenues were $8,454 for the nine months ended September 30, 2025 as compared to $6,304 for the nine months ended September 30, 2024,

an increase of $2,150, or 34%.

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

30, 2025, as compared to the nine months ended September 30, 2024.

revenues were $4,023 for the nine months ended September 30, 2025 as compared to $3,698 for the nine months ended September 30, 2024,

an increase of $325, or 9%.

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

September 30, 2025 as compared to the nine months ended September 30, 2024.

As of September 30, 2025, we recorded a liability of $1,548

which represents the estimated cost of existing backlog of warranty cases.

of revenues primarily consists of the cost to manufacture or procure DC fast or L-2 chargers, charger installations, electricity reimbursements,

revenue share payments to our Property Partner hosts, the cost of charging stations sold, connectivity charges provided by telco and

other networks, warranty, repairs and maintenance services, and depreciation of our installed charging stations.

Cost of revenues for

the nine months ended September 30, 2025 were $57,322 as compared to $62,766 for the nine months ended September 30, 2024, a decrease

of $5,444 or 9%.

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

of products between DC fast chargers, and L-2 chargers;

revenue decreased by $421, or 25%, to $1,236 for the three months ended March 31, 2026 as compared to $1,657 for the three months ended

March 31, 2025 primarily due to the reduction in warranty revenue and the timing of certain revenue transactions.

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

stations sold, connectivity charges provided by other networks, warranty, repairs and maintenance services, and depreciation of our installed

charging stations.

Cost of revenues for the three months ended March 31, 2026 were $14,140 as compared to $13,649 for the three months

ended March 31, 2025, an increase of $491, or 4%, due to the decrease in cost of product revenue, which is offset by the increase

in cost of service revenue and cost of car-sharing revenue.

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

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

5 unchanged sentences

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

Cost of product sales decreased by $9,394, or 24%, from $39,965 for

the nine months ended September 30, 2024 as compared to $30,571 for the nine months ended September 30, 2025.

The decrease was primarily

due to the decrease in product sales, and the mix in business between the DC fast chargers and L-2 chargers, and variability in installation

costs, partially offset by the increase for the adjustment for excess and obsolete inventory in the amount of $6,768 during the nine

months ended September 30, 2025, the adjustment for excess and obsolete inventory was comprised of inventory write-offs of $4,571 and

$2,197 related to the write-off of older, incomplete proposed charger deployments.

Furthermore, the Company recorded a loss on disposal

of non-performing chargers of $4,131 during the nine months ended September 30, 2025.

Absent the impact of the adjustments for excess

and obsolete inventory and the write-off of older, incomplete charger deployment proposals, the total cost of product sales was $23,803

for the nine months ended September 30, 2025.

This represents a decrease of $16,162, or 40% compared to the same period in 2024.

of charging services (electricity reimbursements) increased by $1,396, or 73%, to $3,320 for the nine months ended September 30, 2025

as compared to $1,924 for the nine months ended September 30, 2024.

The increase in 2025 was attributable to the increased number and

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

provider fees increased by $2,473, or 27%, to $11,779 during the nine months ended September 30, 2025 as compared to $9,306 during the

nine months ended September 30, 2024.

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

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

costs decreased by $90 or 5%, to $1,726 during the nine months ended September 30, 2025 as compared to $1,816 during the nine months

ended September 30, 2024.

The decrease was a result of the change to the more cost-effective provider of the network facility.

and repairs and maintenance costs increased by $1,035, or 55%, to $2,915 during the nine months ended September 30, 2025 from $1,880

during the nine months ended September 30, 2024.

The increase in 2025 was attributable to significant efforts expended to reduce the

backlog in warranty and repairs and maintenance cases in the field, and also in a strategic move to outsource the warranty and

repairs services.

and amortization expense decreased by $752, or 16%, to $3,821 for the nine months ended September 30, 2025 as compared to $4,573 for

the nine months ended September 30, 2024.

The decrease in depreciation expense was attributable to an increase in the grant revenue that

is presented as an offset to the depreciation expense, and the decrease in the number of vehicles associated with the ride-share services.

of product was $3,723 for the three months ended March 31, 2026 as compared to $5,548 for the three months ended March 31, 2025, a decrease

of $1,825, or 33%, which is primarily attributable to a decreased number of chargers being sold during the current quarter.

of service was $7,379 for the three months ended March 31, 2026 as compared to $5,281 for the three months ended March 31, 2025, an increase

of $2,098, or 40%, primarily due to the increase in cost of energy and network expenses.

Cost of service includes electricity reimbursements,

host provider fees, network costs and warranty and repairs and maintenance costs.

Cost of other revenues was $809

for the three months ended March 31, 2026 as compared to $840 for the three months ended March 31, 2025, a decrease of $31, or 4%.

Cost of car-sharing services was

$1,034 for the three months ended March 31, 2026 as compared to $685 for the three months ended March 31, 2025, an increase of $349, or

51%, due to the timing of certain non-periodic expenses.

Depreciation and amortization

expense decreased by $100, or 8%, to $1,195 for the three months ended March 31, 2026, as compared to $1,295 for the three months ended

March 31, 2025, due to the timing of grants earned, which offset depreciation expense in cost of revenues.

expense decreased by $3,391, or 25%, to $10,163 (consisting of approximately $8.9 million of cash compensation and benefits and approximately

$2.0 million of non-cash compensation) for the nine months ended September 30, 2025.

Compensation expense was $47,770 (consisting of

approximately $44.8 million of cash compensation and benefits and approximately $3.0 million of non-cash compensation) for the nine months

ended September 30, 2024.

The decrease in compensation expense for the nine months ended September 30, 2025 compared to the same period

in 2024 was primarily related to decreases in personnel and compensation across all of the departments as a result of the BlinkForward

initiative and the cost savings and synergies realized.

and administrative expenses increased by $2,353, or 10%, to $26,135 for the nine months ended September 30, 2025 as compared to $23,782

for the nine months ended September 30, 2024.

The increase was primarily attributable to the difference in the credit loss reserve of

$3,367, offset primarily by decreases in various professional services expenses of $1,247.

operating expenses increased by $742, or 5%, to $16,877 for the nine months ended September 30, 2025 from $16,135 for the nine

months ended September 30, 2024.

The increase was primarily attributable to the assets impairment in the amount of $1,620, offset by

the decrease in $672 attributable to software development and professional services

infrastructure projects , and other various consulting

engagement expenditures.

Company recorded a gain on change in fair value of consideration payable and gain on settlement related to the Envoy acquisition of

$9,238 for the nine months ended September 30, 2025 as compared to $2,811 for the nine months ended September 30, 2024 due to the

change in the inputs to the probability-weighted discounted cash flow model.

the nine months ended September 30, 2024, we observed certain triggering events, including a decline in our stock price and, as a result,

we conducted a quantitative impairment analysis of our goodwill and intangible assets and determined that the fair value of certain reporting

units were less than the carrying amount and, as a result, recorded an impairment charge of $69,111 related to goodwill during the 2024

There was no impairment of goodwill during the 2025 period.

Income (Expense)

recorded other income of $905 during the nine months ended September 30, 2025 as compared to $1,911 for the nine months ended September

The decrease in other income was primarily related to a decrease of $1,480 in dividend and interest income, partially offset

by a change in interest income of $503, and as a result of the depletion of the cash and cash equivalents invested in money market funds

and other interest bearing programs.

net loss for the nine months ended September 30, 2025 decreased by $71,869 or 58%, to $52,752 as compared to $124,621 for the nine months

ended September 30, 2024.

The decrease was primarily due to the reduction in operating expenses, gain on change in fair value of consideration

payable related to the Envoy acquisition and the reduction in goodwill impairment as compared to the nine months ended September 30, 2024.

Comprehensive Income (Loss)

total comprehensive loss for the nine months ended September 30, 2025 was $43,887 whereas our total comprehensive loss for the nine months

ended September 30, 2024 was $123,659.

$1.3 million of non-cash compensation) for the three months ended March 31, 2026.

Compensation expense was $13,554 (consisting of approximately

$12.6 million of cash compensation and benefits and approximately $1.0 million of non-cash compensation) for the three months ended March

This decrease was primarily related to decreases in personnel and compensation across all of the departments as a result of

the BlinkForward initiative and the cost savings and synergies realized.

and administrative expenses decreased by $4,249, or 48%, to $4,619 for the three months ended March 31, 2026 as compared to $8,868 for

the three months ended March 31, 2025.

This decrease is primarily attributable to the termination of certain research and consulting

activities after the quarter ended March 31, 2025, as well as the decrease in amortization expense and provision for expected credit

operating expenses decreased by $1,716, or 32%, to $3,633 for the three months ended March 31, 2026 from $5,349 for the three months

ended March 31, 2025, primarily due to the decrease in insurance expense, rent and software expense.

Company recorded no change in the fair value of consideration payable related to the Envoy acquisition during the three months ended

March 31, 2026 since this obligation was fully settled during the third quarter of 2025.

other income, net, decreased by $159, or 40%, to $242 for the three months ended March 31, 2026 as compared to $401 for the three months

ended March 31, 2025.

The decrease was primarily attributable to a decrease in dividend and interest income of $193 (to $262 from $455),

partially offset by a $36 decrease in interest expense (to $20 from $56).

net loss for the three months ended March 31, 2026 decreased by $9,445, or 45%, to $11,563 as compared to $21,008 for the three months

ended March 31, 2025.

The decrease in net loss was primarily attributable to a decrease in operating expenses.

Comprehensive Loss

total comprehensive loss for the three months ended March 31, 2026 was $11,796, whereas our total comprehensive loss for the three months

ended March 31, 2025 was $18,210, a decrease of $6,414, or 35%.

The change reflects the decrease in net loss for the period, and foreign

currency translation adjustments of ($233) and $2,798 for the three months ended March 31, 2026 and 2025, respectively.

and Capital Resources

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

Cash Equivalents

Marketable Securities

March 31, 2026

December 31, 2025

Cash and Cash Equivalents

Working Capital

Notes Payable

Note Payable- Related

the nine months ended September 30, 2025, we financed our activities from proceeds derived from equity financings occurring in prior

the three months ended March 31, 2026, we financed our activities from proceeds derived from equity financings occurring in prior periods.

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

office expenses and various consulting and professional fees.

the nine months ended September 30, 2025 and 2024, we used cash of $31,540 and $34,830, respectively, in operations.

Our cash use for

the nine months ended September 30, 2025 was primarily attributable to our net loss of $52,752 adjusted for net non-cash expenses in

the aggregate amount of $19,552, partially offset by $1,660 of net cash provided by changes in the levels of operating assets and liabilities.

Our cash use for the nine months ended September 30, 2024, was primarily attributable to our net loss of $124,621, adjusted for net non-cash

expenses in the aggregate amount of $89,612, partially offset by $179 of net cash provided by changes in the levels of operating assets

and liabilities.

the nine months ended September 30, 2025, net cash provided by investing activities was $11,168 of which $13,360 was provided by the

sale of marketable securities and $223 was provided by the sale of an equity method investment, $1,952 was provided by proceeds from

government grants, offset by $207 was used as cash consideration for Zemetric (net of cash acquired), $205 of capitalized

engineering costs and $4,225 of which was used to purchase charging stations and other fixed assets.

During the nine months ended

September 30, 2024, net cash used in investing activities was $3,946 of which $9,577 was used to purchase charging stations and

other fixed assets and $161 related to the capitalization of certain engineering costs, $958 was used in the purchase of marketable

securities, offset by proceeds from sales of marketable securities of $6,750.

the nine months ended September 30, 2025, cash provided by financing activities was $865, of which, $26 was used to pay down our liability

in connection with a finance lease and offset by $891 provided by offering proceeds related to the sale of common stock.

During the nine

months ended September 30, 2024, cash used in financing activities was $13,731, of which, $37,881 was used to repay notes payable,

$582 was used to pay down our liability in connection with a finance lease and $338 was used to pay down our liability in connection

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

of September 30, 2025, we had cash and cash equivalents, working capital and an accumulated deficit of $23,110, $36,752 and $788,607,

respectively.

During the three and nine months ended September 30, 2025, we had a net loss of $86 and $52,752, respectively.

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.

the three months ended March 31, 2026, net cash provided by operating activities was $671, as compared to net cash used in operating

activities of $13,026 for the three months ended March 31, 2025.

Cash provided by operations for the three months ended March 31, 2026

was attributable to our net loss of $11,563, adjusted for net non-cash expenses in the aggregate amount of approximately $4,419, plus

approximately $7,815 of net cash provided by changes in the levels of operating assets and liabilities.

Cash used in operations for the

three months ended March 31, 2025 was primarily attributable to our net loss of $21,008, adjusted for net non-cash expenses in the aggregate

amount of approximately $5,645, and approximately $2,337 of net cash provided by changes in the levels of operating assets and liabilities.

the three months ended March 31, 2026, net cash used in investing activities was $1,661, consisting of $1,632 related to purchases

of charging stations and other fixed assets and $29 related to the capitalization of engineering costs.

During the three months ended March 31, 2025, net cash provided by investing

activities was $12,370, consisting of $13,630 provided by the sale of marketable securities, partially offset by $1,087 used to

purchase charging stations and other fixed assets and $173 used for capitalized engineering costs.

the three months ended March 31, 2026, net cash used in financing activities was $10, consisting of repayments of finance lease obligations.

During the three months ended March 31, 2025, net cash provided by financing activities was $883, consisting of $891 in proceeds from

the sale of common stock, partially offset by $8 of finance-lease repayments.

of March 31, 2026, we had cash and cash equivalents, working capital and an accumulated deficit of $37,991, $14,210, and $833,989, respectively.

During the three months ended March 31, 2026, we had a net loss of $11,563 and generated $671 of cash from

operating activities.

The Company has not yet achieved profitability and expects cash flows from operations to be volatile.

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

capital and future liquidity needs.

Company has no agreements, commitments, or understandings with respect to any financing alternatives.

Any equity issuance would be dilutive

to stockholders.

December 2025, we completed an underwritten registered public offering of 26,666,666 shares of our common stock at a public offering

price of $0.75 per share.

We received gross proceeds of $20,000 from the public offering, less underwriting discounts and offering expenses

of $1,474, for net proceeds of $18,526.

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

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

Wainwright & Co.

and Roth Capital Partners acted as co-placement

agents in connection with the offering.

Obligations and Commitments

3 unchanged sentences

Accounting Estimates

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

These accounting principles require us

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

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

We believe that the estimates and judgments upon

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

To the extent

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

The accounting

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

and evaluating our reported financial results are described below.

consider an accounting estimate to be critical if:

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

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

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

on our financial condition or results of operations.

has identified certain critical accounting estimates which are outlined below.

In addition, there are other items within our financial

statements that require estimation but are not deemed critical, as defined above.

Changes in estimates used in these and other items

could have a material impact on our financial statements.

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

included elsewhere in this quarterly report.

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

Critical Accounting Estimates in our Annual Report on Form 10-K for the year ended December 31, 2024.

There have been no material changes

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

2024 except as described below.

Expected Credit Losses

receivable has been reduced by an allowance that reflects the current expected credit losses associated with the receivables.

This estimated

allowance is based on historical write-offs, current macroeconomic conditions, reasonable and supportable forecasts of future economic

conditions and management’s evaluation of the financial condition of the customer.

The Company generally considers an account past

due or delinquent when a student or customer misses a scheduled payment.

The Company writes off accounts receivable balances deemed uncollectible

against the allowance for credit losses following the passage of a certain period of time.

Management believes that the allowances are

appropriate to cover anticipated losses under current conditions.

However, due to the amount and timing of aged receivables, monitoring

of specific customers, and collection efforts by the Company, unexpected changes in the aforementioned or deterioration in economic conditions

could have a material impact on Company’s results of operations.

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

GAAP requires us to make estimates and judgments

that affect the reported amounts of assets, liabilities, revenue and expense, and the related disclosures.

We base our estimates on historical

experience and on assumptions that we believe are reasonable under the circumstances;

actual results may differ from these estimates.

critical accounting estimates are described in Part II, Item 7, Critical Accounting Estimates in our Annual Report on Form 10-K for the

year ended December 31, 2025, and our significant accounting policies are described in Note 2 – Summary of Significant Accounting

Policies in our financial statements included elsewhere in this quarterly report.

There have been no material changes to our critical

accounting estimates or significant accounting policies since the filing of our Annual Report on Form 10-K for the year ended December

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis