Blink Charging Co. 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (“Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (“SEC”) rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As required by the SEC Rules 13a-15(e) and 15d-15(e), we carried out an evaluation under the supervision of and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2024, due to the material weaknesses in internal control over financial reporting described below. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(e) under the Exchange Act). Our internal control system was designed to, in general, provide reasonable assurance to our company’s management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. The framework used by management in making that assessment was the criteria set forth in the document entitled “2013 Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, during the period covered by this report, such internal controls and procedures were not effective as of December 31, 2024, because of the material weaknesses reported below. Management identified certain information technology (“IT”) deficiencies in the design and maintaining effective controls over the Company’s European subsidiaries’ enterprise resource planning (“ERP”) IT applications as well as the Company’s car charging revenue IT applications. Specifically, the Company did not design and maintain 1) user access controls to ensure appropriate IT segregation of duties and 2) program change management controls to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately related to the aforementioned IT applications. The Company’s business process automated and manual controls that are dependent on the affected IT applications were also deemed ineffective because they could have been adversely impacted. Additionally, management identified certain deficiencies in the design and maintaining effective controls related to the occurrence of revenue and the existence of receivables as well as the allocation of the transaction price based on standalone selling prices. Lastly, the Company did not maintain appropriately designed or operating controls related to the documenting and assessing the completeness of net operating losses associated with income taxes. The Company’s independent registered public accounting firm, Grant Thornton LLP, has issued an adverse audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, which appears in Item 9A of this Annual Report. Although these material weaknesses did not result in any identified material misstatements to the financial statements and there were no resulting changes to previously released financial results, these material weaknesses could have resulted in a material misstatement to our annual or interim consolidated financial statements that would not be prevented or detected and corrected on a timely basis. 40 Remediation of Previously Identified Material Weakness During 2024, executive management made a strong commitment to the importance of internal control and to create and maintain an effective internal control environment commensurate with the Company’s growth. Management continued to implement improvements to the Company’s system of internal control, including reevaluating the adequacy of design and the operational effectiveness of internal controls over financial reporting at all significant locations. These improvements and remediation efforts included: ● Engaged a third-party CPA firm to assist with the documentation and evaluation of the design and implementation of IT controls ● Designed and implemented new controls, and enhanced the design of existing IT general controls, including controls over program change management ● Designed and implemented enhanced policies and procedures related to certain management review controls over segregation of duties ● Developing a training program addressing IT general controls and policies, including educating control owners concerning the principles and requirements of each control, with a focus on change management and user access over IT systems impacting financial reporting ● Increased documentation and evidence related to management review controls associated with the review of valuation inputs, most notably utilized for the evaluation of potential impairment of goodwill. Management continued to engage third-party specialists to assist management with valuations, including valuation model techniques The Audit Committee has been actively engaged and exercised continuous oversight throughout the process. Based on the remediation efforts described above that were performed during 2024, the Company successfully remediated its previous material weakness around management’s review of valuation inputs, such as the review of valuation inputs associated with the impairment of goodwill; and (b) information technology deficiencies in the design and implementation of change management and user access controls over financial IT applications and underlying records that support the Company’s financial reporting processes, impact automated process-level and manual controls, and provide the assurance that the data produced by these systems is complete and accurate, except for the aforementioned IT applications that were included within the material weakness described above. Remediation Plan and Status The Company has continued implementation of a plan to remediate these material weaknesses. These remediation measures are ongoing and include the items mentioned above as well as the following: ● The Company plans to migrate the European ERP IT applications to their United States ERP IT application. Management has migrated one European ERP IT application as of January 1, 2025 and plans to migrate the second European ERP IT application during 2025. ● For our car charging revenue IT applications, management is designing and implementing controls over segregation of duties and implementing other IT general controls, including controls over program change management. ● Management is designing and implementing additional internal controls with adequate precision for identifying and evaluating appropriate revenue recognition as well as existence of receivables. ● The Company plans to design and implement additional controls to ensure the completeness of net operating losses associated with the valuation of deferred tax assets and liabilities included within the Company’s income tax provision Additionally, while making serious efforts at Company-wide cost reduction and after appropriately analyzing cost-benefits, management continues to review both the adequacy of design and validated the operational effectiveness of its key controls while further prioritizing automation initiatives being undertaken by the Company to strengthen the Company’s internal control environment. The Audit Committee will continue to be actively engaged and exercise continuous oversight throughout the process. Our management believes that these remediation actions, when fully implemented, will remediate the material weaknesses we have identified and strengthen our internal control over financial reporting. However, our remediation efforts are ongoing and additional remediation initiatives may be necessary. We will continue to develop, implement, and strengthening existing policies, procedures, and internal controls and make any further changes management deems appropriate. Remediation of certain of the previously identified material weaknesses and strengthening our internal control environment has required and will continue to require a substantial effort throughout 2025. We will test the ongoing operating effectiveness of the new and existing controls in future periods. The material weaknesses cannot be considered completely remediated until the applicable controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. Changes in Internal Control Over Financial Reporting Except as described above, there were no changes in the Company’s internal control over the financial reporting during the fourth quarter of 2024 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 41 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM grant thornton llp 101 E. Kennedy Blvd., Suite 3850 Tampa, FL 33602 D +1 813 229 7201 F +1 813 223 3015 Board of Directors and Stockholders Blink Charging Co. Opinion on internal control over financial reporting We have audited the internal control over financial reporting of Blink Charging Co. (a Nevada corporation) and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, because of the effect of the material weaknesses described in the following paragraphs on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO. A material weakness is a deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in management’s assessment. The Company's information technology (“IT”) general controls related to the Company’s European subsidiaries’ enterprise resource planning IT applications as well as the Company’s car charging revenue IT applications were not effective. In addition, the Company’s business process automated and manual controls that are dependent on the affected IT applications were also deemed ineffective because they could have been adversely impacted. Further, the Company did not maintain appropriately designed and operating controls related to the occurrence of revenues and the existence of accounts receivable as well as the allocation of the transaction price based on standalone selling prices. Lastly, the Company did not maintain appropriately designed or operating controls related to documenting and assessing the completeness of net operating loss carryforwards associated with income taxes. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2024. The material weaknesses identified above were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and this report does not affect our report dated April 8, 2025 which expressed an unqualified opinion on those financial statements. 42 Basis for opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and limitations of internal control over financial reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ GRANT THORNTON LLP GRANT THORNTON LLP Tampa, Florida April 8, 2025 43 ITEM 9B. OTHER INFORMATION. During the fiscal quarter ended December 31, 2024, none of the Company’s directors or officers adopted , modified , or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, in each case as defined in Item 408 of Regulation S-K. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 44 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. Information required by this item is incorporated by reference from our definitive proxy statement for the 2025 Annual Meeting of Stockholders to be filed within 120 days of our fiscal 2024 year-end. ITEM 11. EXECUTIVE COMPENSATION. Information required by this item is incorporated by reference from our definitive proxy statement for the 2025 Annual Meeting of Stockholders to be filed within 120 days of our fiscal 2024 year-end. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Information required by this item is incorporated by reference from our definitive proxy statement for the 2025 Annual Meeting of Stockholders to be filed within 120 days of our fiscal 2024 year-end. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. Information required by this item is incorporated by reference from our definitive proxy statement for the 2025 Annual Meeting of Stockholders to be filed within 120 days of our fiscal 2024 year-end. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. Information required by this item is incorporated by reference from our definitive proxy statement for the 2025 Annual Meeting of Stockholders to be filed within 120 days of our fiscal 2024 year-end. 45 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a)(3) EXHIBITS Exhibit Incorporated by Reference Filed or Furnished Number Exhibit Description Form Exhibit Filing Date Herewith 2.4 Agreement and Plan of Merger, dated as of April 18, 2023, by and among Blink Charging Co., Blink Mobility, LLC, Mobility Merger Sub Inc., Envoy Technologies, Inc., and Fortis Advisors LLC (as Equityholders’ Agent) 8-K 2.1 04/24/2023 2.5 Amendment No. 2, dated as of August 4, 2023, to Agreement and Plan of Merger, dated as of June 13, 2022, by and among Blink Charging Co., SemaConnect LLC and Shareholder Representative Services LLC, as Stockholders’ Representative. 10-Q 2.2 08/09/2023 3.1 Articles of Incorporation, as amended most recently on August 17, 2017 10-K 3.1 04/17/2018 3.2 Bylaws, as amended most recently on January 29, 2018 10-K 3.2 04/17/2018 3.4 Certificate of Withdrawal for Series A Convertible Preferred Stock 3.1 04/07/2022 3.5 Certificate of Withdrawal for Series B Preferred Stock 3.2 04/07/2022 3.6 Certificate of Withdrawal for Series C Convertible Preferred Stock 3.3 04/07/2022 3.7 Certificate of Withdrawal for Series D Convertible Preferred Stock 3.4 04/07/2022 4.2 Form of Common Stock Purchase Warrant dated April 9, 2018 8-K 4.1 04/19/2018 4.3 Description of the Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 10-K 4.3 04/02/2020 10.14* 2018 Incentive Compensation Plan Proxy - 08/14/2018 10.18* Employment Offer Letter, dated February 7, 2020, between Blink Charging Co. and Michael P. Rama 8-K 10.1 02/11/2020 10.20* Employment Offer Letter, dated as of March 29, 2020, between Blink Charging Co. and Brendan S. Jones 8-K 10.1 04/20/2020 10.22* Employment Agreement, dated December 27, 2021, between Blink Charging Co. and Brendan S. Jones 8-K 10.1 12/29/2021 10.23* Employment Agreement, dated April 20, 2021, between Blink Charging Co. and Harjinder Bhade 10-K/A 10.20 04/29/2022 10.24* Employment Agreement, dated May 19, 2022, between Blink Charging Co. and Michael P. Rama 8-K 10.1 05/24/2022 10.25* Employment Agreement, dated May 19, 2022, between Blink Charging Co. and Aviv Hillo 8-K 10.2 05/24/2022 10.29 Sales Agreement, dated September 2, 2022, between Blink Charging Co. and the Sales Agents 8-K 10.1 09/02/2022 10.31* Employment Agreement, dated May 1, 2023, between Blink Charging Co. and Brendan S. Jones 8-K 10.1 05/05/2023 10.32* Amendment to Blink Charging Co. 2018 Incentive Compensation Plan 14A A 06/14/2023 10.33* Separation and General Release Agreement, dated as of June 20, 2023, between Blink Charging Co. and Michael D. Farkas 8-K 10.1 06/23/2023 10.34* Employment Offer Letter, dated October 30, 2023, between Blink Charging Co. and Harjinder Bhade 8-K 10.1 11/03/2023 10.35 Amendment to Sales Agreement, dated as of November 2, 2023, between Blink Charging Co. and the Agents 8-K 10.1 11/22/2023 10.36* Executive Advisor Employment Agreement, dated August 27, 2024, by and between Blink Charging Co. and Brendan S. Jones 8-K 10.1 08/30/2024 10.37* Chief Executive Officer Employment Agreement, dated January 23, 2025, between Michael Battaglia and Blink Charging Co. 8-K 10.1 01/28/2025 21.1 Subsidiaries of the Registrant X 23.1 Consent of Grant Thornton LLP X 23.2 Consent of Marcum LLP X 31.1 Rule 13a-14(a) Certification of Principal Executive Officer X 31.2 Rule 13a-14(a) Certification of Principal Financial Officer X 32.1** Section 1350 Certification of Principal Executive Officer X 32.2** Section 1350 Certification of Principal Financial Officer X 97.1* Blink Charging Co. Policy for Recovery of Erroneously Awarded Compensation 10-K 97.1 18/03/2024 101.INS Inline XBRL Instance. X 101.XSD Inline XBRL Schema. X 101.PRE Inline XBRL Presentation. X 101.CAL Inline XBRL Calculation. X 101.DEF Inline XBRL Definition. X 101.LAB Inline XBRL Label. X 104 Cover Page Interactive Data File (Embedded within the Inline XBRL document) * Indicates a management contract or compensatory plan or arrangement. ** In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not deemed filed for purposes of Section 18 of the Exchange Act. ITEM 16. FORM 10-K SUMMARY. None. 46 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BLINK CHARGING CO. Date: April 8, 2025 By: /s/ Michael Battaglia Michael Battaglia President and Chief Executive Officer (Principal Executive Officer) Date: April 8, 2025 By: /s/ Michael P. Rama Michael P. Rama Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Michael Battaglia President, Chief Executive Officer, and Director April 8, 2025 Michael Battaglia (Principal Executive Officer) /s/ Michael Rama Chief Financial Officer April 8, 2025 Michael P. Rama (Principal Financial and Accounting Officer) /s/ Aviv Hillo General Counsel, Executive Vice President of M&A, and Director April 8, 2025 Aviv Hillo /s/ Ritsaart J.M. van Montfrans Chairman of the Board April 8, 2025 Ritsaart J.M. van Montfrans /s/ Brendan S. Jones Director April 8, 2025 Brendan S. Jones /s/ Martha Crawford Director April 8, 2025 Martha Crawford /s/ Jack Levine Director April 8, 2025 Jack Levine /s/ Kristina A. Peterson Director April 8, 2025 Kristina A. Peterson /s/ Cedric L. Richmond Director April 8, 2025 Cedric L. Richmond 47 BLINK CHARGING CO. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 248 ) F-2 Report of Independent Registered Public Accounting Firm (PCAOB ID: 688 ) F-4 Consolidated Balance Sheets as of December 31, 2024 and 2023 F-6 Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022 F-7 Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2024, 2023 and 2022 F-8 Consolidated Statement of Changes in Stockholders’ Equity for the Year Ended December 31, 2024 F-9 Consolidated Statement of Changes in Stockholders’ Equity for the Year Ended December 31, 2023 F-10 Consolidated Statement of Changes in Stockholders’ Equity for the Year Ended December 31, 2022 F-11 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022 F-12 Notes to Consolidated Financial Statements F-14 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM grant thornton llp 101 E. Kennedy Blvd., Suite 3850 Tampa, FL 33602 D +1 813 229 7201 F +1 813 223 3015 Board of Directors and Stockholders Blink Charging Co. Opinion on the financial statements We have audited the accompanying consolidated balance sheet of Blink Charging Co. (a Nevada corporation) and subsidiaries (the “Company”) as of December 31, 2024, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity, and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated April 8, 2025 expressed an adverse opinion. Basis for opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. F- 2 Change in accounting principle As discussed in Note 2 to the consolidated financial statements, the Company has adopted new accounting guidance in 2024 related to the disclosure of segment information in accordance with ASU 2023-07, Segment Reporting (Topic 280) . Critical audit matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Goodwill Quantitative Impairment Assessments – Legacy Blink and Mobility Reporting Units As described further in Notes 2 and 6 to the consolidated financial statements, management evaluates goodwill for impairment on an annual basis, or more frequently if impairment indicators exist, at the reporting unit level. For the quantitative impairment assessments performed during the year, management estimated the fair values of its reporting units using a combination of the income and market approaches. The determination of the fair values of the reporting units requires management to make significant estimates and assumptions related to the preparation of discounted future cash flows. The market approach also requires management judgment in estimating market multiples and control premiums. We identified the goodwill quantitative impairment assessments of the Legacy Blink and Mobility reporting units as a critical audit matter. The principal consideration for our determination that the goodwill quantitative impairment assessments of the Legacy Blink and Mobility reporting units is a critical audit matter is that changes in the significant assumptions could materially affect the determination of the fair value of the reporting units, the amount of any goodwill impairment charge, or both. Management utilized significant judgment when estimating the fair value of the Legacy Blink and Mobility reporting units and auditing management’s judgments regarding prospective financial information, the selected discount rate, estimated market multiples, the control premium and weighting applied involved a high degree of subjectivity due to the estimation uncertainty. Our audit procedures related to the goodwill quantitative impairment assessments of the Legacy Blink and Mobility reporting units included the following, among others: ● We tested the design and operating effectiveness of the key controls relating to management’s goodwill impairment process, including controls over review of the assumptions used to develop future cash flows, the discount rate used, and the valuation methodologies applied. ● We evaluated management’s process for determining the fair value of the Legacy Blink and Mobility reporting units. ● We involved valuation specialist professionals with specialized skills and knowledge to assist in evaluating the Company’s methodology for the income approach and market approach to conclude on the fair value of the Legacy Blink and Mobility reporting units. With the assistance of our valuation specialists, we assessed the discount rates by developing a range of independent estimates and comparing those to the rates selected by management. We also involved our valuation specialists to evaluate the assumptions used in applying the market approach, including evaluating the reasonableness of estimated market multiples, control premium and weighting applied. We recomputed the arithmetic accuracy of the prospective financial information and evaluated the reasonableness of significant assumptions such as revenue growth and changes to expenditures that would impact the Company's earnings before interest, income taxes, depreciation and amortization. We compared these key assumptions to historical information, budgeted information, industry data and industry data to determine the reasonableness of the prospective financial information. /s/ GRANT THORNTON LLP GRANT THORNTON LLP We have served as the Company’s auditor since 2024. Tampa, Florida April 8, 2025 F- 3 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Blink Charging Co. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Blink Charging Co. and subsidiaries (the “Company”) as of December 31, 2023, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Business Combination Critical Audit Matter Description As described in Note 3 to the financial statements, the Company acquired Envoy Technologies, Inc. in April 2023. This acquisition was accounted for as a business combination. We identified the evaluation of the acquisition-date fair value of the intangible assets acquired as a critical audit matter. The principal consideration for our determination that the evaluation of the acquisition-date fair values of the intangible assets acquired was a critical audit matter is the high degree of subjective auditor judgment associated with evaluating management’s determination of the fair values of the acquired intangible assets, which is primarily due to the complexity of the valuation models used and the sensitivity of the underlying significant assumptions. The key assumptions used within the valuation models included prospective financial information such as future revenue growth and an applied discount rate. The calculated fair values are sensitive to changes in these key assumptions. How the Critical Audit Matter was Addressed in the Audit Our audit procedures related to the evaluation of acquisition-date fair values of intangible assets acquired included the following, among others: ● We evaluated the design effectiveness of certain controls over the acquisition-date valuation process, including controls over the development of the key assumptions such as the future revenue growth and the applied discount rate. ● We obtained the purchase price allocation analysis from management and the third-party specialist engaged by management. ○ We assessed the qualifications and competence of management and the third-party specialist; and ○ We evaluated the methodologies used to determine the fair values of the intangible assets. ● We tested the assumptions used within the discounted cash flow models to estimate the fair values of the intangible assets, which included key assumptions such as the future revenue growth and the applied discount rate. ● We assessed the reasonableness of management’s forecast by inquiring with management to understand how the forecast was developed and comparing the projections to historical results and external sources, including industry trends and peer companies’ historical data. ● We involved our internal valuation specialist who assisted in the evaluation and testing performed on the reasonableness of significant assumptions to the models, including the applied discount rate. F- 4 Goodwill and Other Intangible Assets Impairment Critical Audit Matter Description As described in Notes 5 and 6 to the financial statements, the Company recognized goodwill and other intangible assets impairment charges of approximately $89.1 million and $5.1 million, respectively, in the statement of operations during the year ended December 31, 2023. We identified management’s impairment analysis as a critical audit matter. The principal consideration for our determination that the evaluation of goodwill and other intangible assets impairment was a critical audit matter is the high degree of subjective auditor judgment associated with evaluating management’s determination of the fair values of each reporting unit and the discounted cash flow model used in management’s assessment. This led to a high degree of auditor judgement, subjectivity, and effort in performing procedures in this audit area. How the Critical Audit Matter was Addressed in the Audit Our audit procedures related to the evaluation of reporting date fair values of goodwill and other intangible assets included the following, among others: ● We tested management’s process for determining the fair value estimate of each reporting unit. ● We evaluated the discounted cash flow model used in management’s assessment. ● We tested the completeness, accuracy, and relevance of the underlying data used by management in the discounted cash flow model. ● We evaluated the reasonableness of significant assumptions used by management as part of their analysis. ● We involved our internal valuation specialist who assisted in the evaluation and testing performed of the goodwill and other intangible assets impairment analysis. /s/ Marcum llp Marcum LLP We served as the Company’s auditor from 2014 to 2024. New York, NY March 18, 2024, except for Segment Reporting in Note 17 and Revision of Previously Issued Consolidated Financial Statements in Note 18, as to which the date is April 8, 2025 F- 5 BLINK CHARGING CO. Consolidated Balance Sheets (in thousands, except for share and per share amounts) December 31, 2024 2023 Assets Current Assets: Cash and cash equivalents $ 41,774 $ 98,721 Marketable securities 13,630 22,970 Accounts receivable, net 43,201 45,447 Inventory, net 38,280 47,942 Prepaid expenses and other current assets 4,267 6,654 Total Current Assets 141,152 221,734 Restricted cash 78 79 Property and equipment, net 38,671 35,127 Operating lease right-of-use assets 9,212 9,731 Intangible assets, net 10,388 16,298 Goodwill 17,897 144,881 Other assets 590 669 Total Assets $ 217,988 $ 428,519 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable $ 28,888 $ 31,193 Accrued expenses and other current liabilities 9,482 14,143 Notes payable 265 6,792 Current portion of operating lease liabilities 3,216 3,448 Current portion of financing lease liabilities 34 512 Current portion of deferred revenue 17,359 13,613 Total Current Liabilities 59,244 69,701 Consideration payable 21,028 49,434 Operating lease liabilities, non-current portion 7,162 7,025 Financing lease liabilities, non-current portion 97 163 Deferred revenue, non-current portion 10,603 12,462 Other liabilities 1,152 337 Total Liabilities 99,286 139,122 Commitments and contingencies (Note 16) - - Stockholders’ Equity: Preferred stock, $ 0.001 par value, 40,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2024 and 2023, respectively - - Common stock, $ 0.001 par value, 500,000,000 shares authorized, 101,970,907 and 92,818,233 shares issued and outstanding as of December 31, 2024 and 2023, respectively 102 93 Common stock, $0.001 par value, 500,000,000 shares authorized, 101,970,907 and 92,818,233 shares issued and outstanding as of December 31, 2024 and 2023, respectively 102 93 Additional paid-in capital 860,300 829,563 Accumulated other comprehensive loss ( 5,845 ) ( 2,536 ) Accumulated deficit ( 735,855 ) ( 537,723 ) Total Stockholders’ Equity 118,702 289,397 Total Liabilities and Stockholders’ Equity $ 217,988 $ 428,519 The accompanying notes are an integral part of these consolidated financial statements. F- 6 BLINK CHARGING CO. Consolidated Statements of Operations (in thousands, except for share and per share amounts) For the Years Ended December 31, 2024 2023 2022 Revenues: Product sales $ 81,703 $ 109,416 $ 46,018 Charging service revenue 21,445 15,646 6,866 Network fees 8,716 7,481 4,370 Warranty 6,427 3,258 928 Grant and fees rebate 1,704 469 296 Car-sharing services 4,667 3,302 1,268 Other 1,535 1,026 1,393 Total Revenues 126,197 140,598 61,139 Cost of Revenues: Cost of product sales 54,164 72,532 31,428 Cost of charging services 2,613 3,540 1,466 Host provider fees 12,870 9,140 3,935 Network costs 2,399 1,969 1,463 Warranty and repairs and maintenance 2,602 4,605 2,795 Car-sharing services 4,469 4,356 2,137 Depreciation and amortization 6,299 4,250 3,113 Total Cost of Revenues 85,416 100,392 46,337 Gross Profit 40,781 40,206 14,802 Operating Expenses: Compensation 58,665 92,669 60,602 General and administrative expenses 31,779 35,030 28,426 Other operating expenses 20,391 17,825 15,645 Change in fair value of consideration payable 2,910 - - Impairment of goodwill 126,984 89,087 - Impairment of intangible assets - 5,143 - Total Operating Expenses 240,729 239,754 104,673 Loss From Operations ( 199,948 ) ( 199,548 ) ( 89,871 ) Other Income (Expense): Interest expense ( 431 ) ( 3,546 ) ( 1,529 ) Dividend and interest income 2,935 1,909 454 Gain (loss) on extinguishment of notes payable 36 ( 1,000 ) - Change in fair value of derivative and other accrued liabilities ( 10 ) 8 66 Other expense - ( 22 ) ( 372 ) Total Other Income (Expense) 2,530 ( 2,651 ) ( 1,381 ) Loss Before Income Taxes $ ( 197,418 ) $ ( 202,199 ) $ ( 91,252 ) Provision for income taxes ( 714 ) ( 1,494 ) ( 308 ) Net Loss $ ( 198,132 ) $ ( 203,693 ) $ ( 91,560 ) Net Loss Per Share: Basic $ ( 1.96 ) $ ( 3.21 ) $ ( 1.94 ) Diluted $ ( 1.96 ) $ ( 3.21 ) $ ( 1.94 ) Weighted Average Number of Common Shares Outstanding: Basic 100,844,970 63,466,398 46,922,434 Diluted 100,844,970 63,466,398 46,922,434 The accompanying notes are an integral part of these consolidated financial statements. F- 7 BLINK CHARGING CO. Consolidated Statements of Comprehensive Loss (in thousands) For the Years Ended December 31, 2024 2023 2022 Net Loss $ ( 198,132 ) $ ( 203,693 ) $ ( 91,560 ) Other Comprehensive (Loss) Income: Cumulative translation adjustments ( 3,309 ) 510 ( 1,262 ) Total Comprehensive Loss $ ( 201,441 ) $ ( 203,183 ) $ ( 92,822 ) The accompanying notes are an integral part of these consolidated financial statements. F- 8 BLINK CHARGING CO. Consolidated Statement of Changes in Stockholders’ Equity For the Year Ended December 31, 2024 (in thousands, except for share amounts) Accumulated Additional Other Total Preferred Stock Common Stock Paid-In Comprehensive Accumulated Stockholders’ Shares Amount Shares Amount Capital Loss Deficit Equity Balance - January 1, 2024 - $ - 92,818,233 $ 93 $ 829,563 $ ( 2,536 ) $ ( 537,723 ) $ 289,397 Common stock issued in public offering, net of issuance costs [1] - - 8,970,010 9 26,387 - - 26,396 Stock-based compensation - - 111,999 - 3,525 - - 3,525 Common stock issuance, net - - 70,665 - 825 - - 825 Other comprehensive loss - - - - - ( 3,309 ) - ( 3,309 ) Net loss - - - - - - ( 198,132 ) ( 198,132 ) Balance - December 31, 2024 - $ - 101,970,907 $ 102 $ 860,300 $ ( 5,845 ) $ ( 735,855 ) $ 118,702 [1] Includes gross proceeds of $ 27,004 , less issuance costs of $ 608 . The accompanying notes are an integral part of these consolidated financial statements. F- 9 BLINK CHARGING CO. Consolidated Statement of Changes in Stockholders’ Equity For the Year Ended December 31, 2023 (in thousands, except for share amounts) Accumulated Additional Other Total Preferred Stock Common Stock Paid-In Comprehensive Accumulated Stockholders’ Shares Amount Shares Amount Capital Loss Deficit Equity Balance - January 1, 2023 - $ - 51,476,445 $ 51 $ 597,982 $ ( 3,046 ) $ ( 334,030 ) $ 260,957 Common stock issued in public offering, net of issuance costs [1] - - 39,248,028 41 208,825 - - 208,866 Common stock issued upon exercises of warrants - - 557,733 1 834 - - 835 Stock-based compensation - - 632,962 - 18,484 - - 18,484 - Surrender and cancellation of common stock - - ( 27,681 ) - ( 197 ) - - ( 197 ) - Reclassification of common stock liability to equity - - 8,235 - 35 - - 35 - Common stock issued in connection with extinguishment of notes payable - - 158,372 - 1,000 - - 1,000 - Common stock issued upon cashless exercise of options and warrants - - 393,240 - - - - - Common stock issued in satisfaction of accrued issuable equity - - 370,899 - 2,600 - - 2,600 Other comprehensive loss - - - - - 510 - 510 Net loss - - - - - - ( 203,693 ) ( 203,693 ) Balance - December 31, 2023 - $ - 92,818,233 $ 93 $ 829,563 $ ( 2,536 ) $ ( 537,723 ) $ 289,397 [1] Includes gross proceeds of $ 216,662 , less issuance costs of $ 7,796 . The accompanying notes are an integral part of these consolidated financial statements. F- 10 BLINK CHARGING CO. Consolidated Statement of Changes in Stockholders’ Equity For the Year Ended December 31, 2022 (in thousands, except for share amounts) Accumulated Additional Other Total Preferred Stock Common Stock Paid-In Comprehensive Accumulated Stockholders’ Shares Amount Shares Amount Capital Loss Deficit Equity Balance - January 1, 2022 - $ - 42,423,514 $ 42 $ 458,046 $ ( 1,784 ) $ ( 242,470 ) $ 213,834 Balance - 42,423,514 $ 42 $ 458,046 $ ( 1,784 ) $ ( 242,470 ) $ 213,834 Common stock issued in public offering, net of issuance costs [1] - - 558,721 - 7,386 - - 7,386 Common stock issued as purchase consideration of SemaConnect - - 7,454,975 7 113,830 - - 113,837 Common stock issued as purchase consideration of Electric Blue - - 152,803 - 2,852 - - 2,852 Common stock issued upon exercises of warrants - - 73,336 - 210 - - 210 Common stock issued upon cashless exercise of warrants - - 8,093 - - - - - Common stock issued upon exercise of options - - 5,955 - 10 - - 10 Stock-based compensation - - 799,048 2 15,648 - - 15,650 Other comprehensive loss - - - - - ( 1,262 ) - ( 1,262 ) Net loss - - - - - - ( 91,560 ) ( 91,560 ) Balance - December 31, 2022 - $ - 51,476,445 $ 51 $ 597,982 $ ( 3,046 ) $ ( 334,030 ) $ 260,957 Balance - - 51,476,445 $ 51 $ 597,982 $ ( 3,046 ) $ ( 334,030 ) $ 260,957 [1] Includes gross proceeds of $ 7,697 , less issuance costs of $ 311 . The accompanying notes are an integral part of these consolidated financial statements. F- 11 BLINK CHARGING CO. Consolidated Statements of Cash Flows (in thousands) For the Years Ended December 31, 2024 2023 2022 Cash Flows From Operating Activities: Net loss $ ( 198,132 ) $ ( 203,693 ) $ ( 91,560 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 13,407 12,441 9,547 Non-cash lease expense 3,666 2,128 997 Impairment of goodwill 126,984 89,087 - Impairment of intangible assets - 5,143 - Change in fair value of contingent consideration - ( 1,375 ) ( 1,499 ) Change in fair value of derivative and other accrued liabilities 10 8 - Provision for credit losses 1,720 2,555 1,336 (Gain) loss on extinguishment of notes payable ( 36 ) 1,000 - Loss (gain) on disposal of property and equipment 679 ( 11 ) 113 Provision for slow moving and obsolete inventory 2,352 527 78 Change in fair value of consideration payable 2,910 - - Gain on settlement of accounts payable, net - 24 - Stock-based compensation 3,525 22,039 15,913 Changes in operating assets and liabilities: Accounts receivable ( 2,036 ) ( 23,677 ) ( 11,869 ) Inventory 500 ( 15,362 ) ( 24,283 ) Prepaid expenses and other current assets 2,231 ( 2,134 ) ( 1,782 ) Other assets 68 941 2 Accounts payable, accrued expenses, and other current liabilities ( 4,930 ) 6,977 16,309 Other liabilities 815 ( 307 ) 18 Operating lease liabilities ( 3,222 ) ( 3,672 ) ( 825 ) Deferred revenue 2,327 9,791 5,140 Total Adjustments 150,970 106,123 9,195 Net Cash Used In Operating Activities ( 47,162 ) ( 97,570 ) ( 82,365 ) Cash Flows From Investing Activities: Note receivable - - ( 2,200 ) Proceeds from sale of marketable securities 10,500 16,442 - Purchase of marketable securities ( 1,160 ) ( 39,412 ) - Purchase consideration of SemaConnect, net of cash acquired - - ( 38,338 ) Proceeds from sale of property and equipment 3,425 - - Purchase consideration of Envoy, net of cash acquired - ( 4,660 ) - Capitalization of engineering costs - ( 1,028 ) ( 294 ) Purchase consideration of Electric Blue, net of cash acquired - - ( 11,360 ) Purchases of property and equipment ( 8,617 ) ( 7,552 ) ( 5,249 ) Net Cash Provided By (Used In) Investing Activities 4,148 ( 36,210 ) ( 57,441 ) Cash Flows From Financing Activities: Proceeds from sale of common stock in public offering [1] 26,396 208,865 7,386 Proceeds from exercise of options and warrants - 835 220 Repayment of financing liability in connection with finance lease ( 596 ) ( 2,837 ) ( 217 ) Repayment of notes payable ( 37,881 ) ( 9,292 ) ( 681 ) Other ( 338 ) ( 256 ) ( 315 ) Net Cash (Used In) Provided By Financing Activities ( 12,419 ) 197,315 6,393 Effect of Exchange Rate Changes on Cash and Cash Equivalents ( 1,515 ) ( 1,368 ) ( 4,830 ) Net (Decrease) Increase In Cash and Cash Equivalents and Restricted Cash ( 56,948 ) 62,167 ( 138,243 ) Cash and Cash Equivalents and Restricted Cash - Beginning of Year 98,800 36,633 174,876 Cash and Cash Equivalents and Restricted Cash - End of Year $ 41,852 $ 98,800 $ 36,633 Cash and cash equivalents and restricted cash consisted of the following: Cash and cash equivalents $ 41,774 $ 98,721 $ 36,562 Restricted cash 78 79 71 Cash and Cash Equivalents and Restricted Cash - End of Year $ 41,852 $ 98,800 $ 36,633 [1] For the year ended December 31, 2024, includes gross proceeds of $ 27,004 , less issuance costs of $ 608 . [1] For the year ended December 31, 2023, includes gross proceeds of $ 216,662 , less issuance costs of $ 7,796 . [1] For the year ended December 31, 2022, includes gross proceeds of $ 7,697 , less issuance costs of $ 311 . The accompanying notes are an integral part of these consolidated financial statements. F- 12 BLINK CHARGING CO. Consolidated Statements of Cash Flows - Continued (in thousands) For the Years Ended December 31, 2024 2023 2022 Supplemental Disclosures of Cash Flow Information: Cash paid during the year for: Interest $ 1,517 $ 3,605 $ - Income taxes $ 218 $ - $ 73 Non-cash investing and financing activities: Right-of-use assets obtained in exchange for lease obligations $ 3,205 $ 7,401 $ 1,787 Property and equipment obtained in exchange for finance lease obligations $ 53 $ 2,798 $ 931 Transfer of inventory to property and equipment $ ( 6,242 ) $ ( 1,786 ) $ ( 5,283 ) Reclassification of liability to equity $ 825 $ - $ - Common stock issued in satisfaction of accrued issuable equity $ - $ 2,600 $ - Common stock issued as purchase consideration of SemaConnect $ - $ - $ 113,837 Common stock issued as purchase consideration of Electric Blue $ - $ - $ 2,852 Intangible assets obtained in exchange for financing liability $ - $ 122 $ 660 Note receivable applied to purchase consideration of Envoy $ - $ ( 1,321 ) $ - Surrender and cancellation of common stock $ - $ ( 197 ) $ - The accompanying notes are an integral part of these consolidated financial statements. F- 13 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 1. BUSINESS ORGANIZATION AND NATURE OF OPERATIONS Blink Charging Co., through its wholly-owned subsidiaries (collectively, the “Company” or “Blink”), is a leading manufacturer, owner, operator and provider of electric vehicle (“EV”) charging equipment and networked EV charging services in the rapidly growing U.S. 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. Blink’s wholly owned subsidiary, Envoy, filed a registration statement on Form S-1 dated February 11, 2025 to register shares in connection with its contemplated initial public offering as well as the issuance of shares to its former shareholders in connection with Blink’s acquisition of Envoy. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES LIQUIDITY As of December 31, 2024, the Company had cash and cash equivalents and marketable securities of $ 55,404 and working capital of $ 81,908 . During the years ended December 31, 2024, 2023, and 2022, the Company incurred a net loss of $ 198,132 , $ 203,693 , and $ 91,560 , respectively. During the years ended December 31, 2024, 2023, and 2022, the Company used cash in operating activities of $ 47,162 , $ 97,570 , and $ 82,365 , respectively. During the year ended December 31, 2024, the Company sold an aggregate of 8,970,010 shares of common stock under an “at-the-market” equity offering program for aggregate gross proceeds of $ 27,004 , less issuance costs of $ 608 which were recorded as a reduction to additional paid-in capital. During the year ended December 31, 2023, the Company sold an aggregate of 30,914,695 shares of common stock under an “at-the-market” equity offering program for aggregate gross proceeds of $ 116,651 , less issuance costs of $ 2,334 which were recorded as a reduction to additional paid-in capital. See Note 11 – Stockholders’ Equity. In February 2023, the Company completed an underwritten registered public offering of 8,333,333 shares of its common stock at a public offering price of $ 12.00 per share. The Company received approximately $ 100,000 in gross proceeds from the public offering and approximately $ 95,000 in net proceeds after deducting the underwriting discount and offering expenses paid by the Company. See Note 11 – Stockholders’ Equity. The Company has not yet achieved profitability and expects to continue to incur cash outflows from operations. It is expected that the Company’s operating expenses will continue to increase and, as a result, it will eventually need to generate significant product revenues to achieve profitability. Historically, the Company has been able to raise funds to support its business operations, although there can be no assurance that it will be successful in raising significant additional funds in the future. The Company expects that its cash on hand will fund its operations for at least 12 months after the issuance date of these financial statements. Since inception, the Company’s operations have primarily been funded through proceeds received in equity and debt financing. The Company believes it has access to capital resources and continues to evaluate additional financing opportunities. There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its development initiatives or attain profitable operations. The Company’s operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. The Company’s future capital requirements and the adequacy of its available funds will depend on many factors, including the Company’s ability to successfully commercialize its products and services, competing technological and market developments, and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement its product and service offerings. F- 14 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of Blink Charging Co. and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. USE OF ESTIMATES Preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the financial statements. The Company’s significant estimates used in these consolidated financial statements include, but are not limited to, stock-based compensation, accounts receivable reserves, inventory valuations, the carrying amount of goodwill, the valuation allowance related to the Company’s deferred tax assets, the carrying amount of intangible assets, right-of- use assets and related leases payable, derivative liabilities and the recoverability and useful lives of long-lived assets and consideration payable. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates. FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured using inputs in one of the following three categories: Level 1 measurements are based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access. Valuation of these items does not entail a significant amount of judgment. Level 2 measurements are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or market data other than quoted prices that are observable for the assets or liabilities. Level 3 measurements are based on unobservable data that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. The Company considers cash and cash equivalents, marketable securities, accounts receivable, accounts payable and accrued liabilities to meet the definition of financial instruments. As of December 31, 2024 and 2023, the carrying amount of cash and cash equivalents, marketable securities, accounts receivable, accounts payable and accrued liabilities approximate their fair value due to the relatively short period of time between their origination and their expected realization or payment. The carrying amount of consideration payable (excluding the amounts related to the Envoy common stock consideration payable) approximates its fair value as the terms are comparable to terms currently offered by local lending institutions for arrangements with similar terms to industry peers with comparable credit characteristics. CASH AND CASH EQUIVALENTS Cash and cash equivalents consist primarily of highly liquid investments such as money market funds and deposits held at major banks . The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents, which is determined at the date of purchase. The Company has cash on deposits in several financial institutions which, at times, may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions. The Company reduces its credit risk by placing its cash and cash equivalents with major financial institutions. As of December 31, 2024, the Company had $ 10,052 held in foreign financial institutions. F- 15 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED RESTRICTED CASH Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements are recorded as restricted cash on the accompanying consolidated balance sheets. MARKETABLE SECURITIES The Company had equity securities of $ 13,630 and $ 22,970 as of December 31, 2024 and 2023, respectively. These securities consist primarily of mutual funds and will be used for future working capital needs. The Company determines the appropriate classification of its marketable securities at the time of purchase and re-evaluates such classification as of each balance sheet date. The Company carries all “available-for-sale securities” at fair value, with unrealized gains and losses, net of tax, reported in stockholders’ equity until disposition or maturity. The Company carries all “trading securities” at fair value, with unrealized gains and losses, recorded in other income in the Company’s consolidated statements of operations. The cost of securities sold is based on the specific-identification method. The marketable securities were all classified as trading as of December 31, 2024 and 2023. Marketable securities are stated at fair value. The below table provides supplemental information related to marketable securities: SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO MARKETABLE SECURITIES 2024 2023 2022 For the Years Ended December 31, 2024 2023 2022 Net gains recognized during the period on trading securities $ 79 $ 76 $ - Less: net gains recognized during the period on trading securities sold during the period ( 40 ) ( 25 ) - Unrealized gains recognized during the reporting period on trading securities still held at the reporting date $ 39 $ 51 $ - ACCOUNTS RECEIVABLE Accounts receivable are carried at their contractual amounts, less a provision for current expected credit losses. The reserve represents the Company’s best estimate of expected credit losses it may experience in the Company’s receivable portfolio. As of December 31, 2024 and 2023, there was an allowance for expected credit losses of $ 8,426 and $ 6,750 , respectively. Management estimates the allowance for credit losses based on an ongoing review of existing economic conditions, the financial conditions of the customers, historical trends in credit losses, and the amount and age of past due accounts. The below table illustrates the change in the allowance for expected credit losses for the years ended December 31, 2024 and 2023. SCHEDULE OF CHANGE IN ALLOWANCE FOR EXPECTED CREDIT LOSS 2024 2023 Allowance for Expected Credit Losses Beginning balance as of January 1, $ 6,750 $ 2,548 Provision for credit losses 1,720 2,555 Other ( 44 ) 1,647 Ending balance as of December 31, $ 8,426 $ 6,750 “Other” within the table above reflects the impact of write-offs and other recoveries. INVENTORY Inventory is comprised of electric charging stations, related parts and components, sub-components, sub-assemblies and finished products. Inventory is stated at the lower of cost and net realizable value. Cost is determined by the first-in, first-out method. Inventory that is sold to third parties is included within cost of revenues and inventory that is installed on the premises of participating owner/operator properties, where the Company retains ownership, is transferred to property and equipment at the carrying value of the inventory. Cost of parts and components include the purchase and related costs incurred in bringing the products to their present location and condition. The Company periodically reviews for slow-moving, excess or obsolete inventories. Products that are determined to be obsolete, if any, are written down to net realizable value. Based on the aforementioned periodic reviews, the Company recorded an inventory reserve for slow-moving or excess inventory of $ 3,129 and $ 777 as of December 31, 2024 and 2023, respectively. 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 December 31, 2023, the Company’s inventory was comprised of $ 33,902 of finished goods that were available for sale and $ 14,040 of raw material and work in process. The below table illustrates the change in the reserve for slow-moving or excess inventory for the years ended December 31, 2024 and 2023. SCHEDULE OF RESERVE FOR SLOW-MOVING OR EXCESS IN INVENTORY 2024 2023 Inventory Reserve Beginning balance as of January 1, $ 777 $ 298 Provision for slow moving and obsolete inventory 2,352 527 Other - ( 48 ) Ending balance as of December 31, $ 3,129 $ 777 “Other” within the table above reflects the impact of write-offs. F- 16 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED PROPERTY AND EQUIPMENT Property and equipment is stated at cost, net of accumulated depreciation and amortization which is recorded commencing at the in-service date using the straight-line method over the estimated useful lives of the assets. SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Useful Lives Asset (In Years) Computer software and office and computer equipment 3 - 5 Machinery and equipment, automobiles, furniture and fixtures 3 - 10 Installed Level 2 electric vehicle charging stations 3 - 7 Installed Level 3 (DC Fast Chargers (“DCFC”)) electric vehicle charging stations 5 Buildings 39 When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the consolidated statements of operations for the respective period. Minor additions and repairs are expensed in the period incurred. Major additions and repairs which extend the useful life of existing assets are capitalized and depreciated using the straight-line method over their remaining estimated useful lives. EV charging stations represent the cost, net of accumulated depreciation, of charging equipment and installation of the charging equipment that have been installed on the premises of participating owner/operator properties or are earmarked to be installed. The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company assesses the recoverability of its long-lived assets by monitoring current selling prices of car charging units in the open market, the adoption rate of various auto manufacturers in the EV market and projected car charging utilization at various public car charging stations throughout its network in determining fair value. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. As electric vehicle charging requirements and technologies change, driven by federal, state or local regulatory authorities or by electric vehicle manufacturers or other technology or services providers for the charging station industry, in particular cellular connectivity technology, the Company may need to upgrade or adapt its charging station products or introduce new products in order to serve new vehicles, conform to new standards, or adapt new technologies to serve existing customers or new customers at substantial research, development, and network upgrades costs. During the year ended December 31, 2022, the Company incurred $ 3,809 related to these upgrades. As of December 31, 2023, the charger upgrades were substantially complete. See Note 4 – Property and Equipment for additional details. F- 17 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED GOODWILL Goodwill is the excess of consideration paid for an acquired entity over the fair value of the amounts assigned to assets acquired, including other identifiable intangible assets, and liabilities assumed in a business combination. To determine the amount of goodwill resulting from a business combination, the Company performs an assessment to determine the acquisition date fair value of the acquired company’s tangible and identifiable intangible assets and liabilities. Goodwill is required to be evaluated for impairment on an annual basis or whenever events or changes in circumstances indicate the asset may be impaired. An entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. These qualitative factors include: macroeconomic and industry conditions, cost factors, overall financial performance and other relevant entity-specific events. If the entity determines that this threshold is met, then the Company may apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The Company determines fair value through multiple valuation techniques and weights the results accordingly. The Company is required to make certain subjective and complex judgments in assessing whether an event of impairment of goodwill has occurred, including assumptions and estimates used to determine the fair value of its reporting units. The Company has elected to perform its annual goodwill impairment review on November 1 of each year utilizing a qualitative assessment to determine if it was more likely than not that the fair value of each of its reporting units was less than their respective carrying values. See Note 6 - Goodwill for further information. INTANGIBLE ASSETS Identifiable intangible assets primarily include trade name, internal use software, customer relationships, favorable leases, internally developed technology, capitalized engineering costs and non-compete agreements. Amortizable intangible assets are amortized on a straight-line basis over their estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the assets may be impaired. If an indicator of impairment exists, the Company will compare the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then impairment, if any, is measured as the difference between fair value and carrying value, with fair value typically based on a discounted cash flow model. ASSETS HELD FOR SALE The Company initially measures an asset that is classified as held for sale at the lower of its carrying amount or fair value less costs to sell. The Company assesses the fair value of an asset less costs to sell each reporting period that it remains classified as held for sale, and reports any subsequent changes as an adjustment to the carrying amount of the asset. Assets are not depreciated or amortized while they are classified as held for sale. Underperforming Subsidiary During the first quarter of 2024, the Company’s Board of Directors approved a plan for the sale of underperforming assets of a subsidiary. On April 30, 2024, the Company entered into an agreement to sell installed and inventory charging units and the associated agreements with existing customers, hosts, and drivers. This transaction was completed and funded on July 3, 2024. As a result, the Company recorded a loss of $ 945 for the year ended December 31, 2024, respectively, which is included in operating expenses on the accompanying consolidated statements of operations. The Company elected not to present this underperforming subsidiary as discontinued operations because it is not material to the Company’s consolidated financial statements. FOREIGN CURRENCY TRANSLATION The Company’s reporting currency is the United States dollar. The functional currency of certain subsidiaries is the Euro, Indian Rupee, and Pound Sterling. Assets and liabilities are translated based on the exchange rates at the balance sheet date ( 1.04131 for the Euro, 0.0117 for the Indian Rupee and 1.2551 for the Pound Sterling as of December 31, 2024; 1.1039 for the Euro, 0.0120 for the Indian Rupee and 1.1533 for the Pound Sterling as of December 31, 2023; 1.0701 for the Euro, 0.0121 for the Indian Rupee and 1.1299 for the Pound Sterling as of December 31, 2022). Expense accounts are translated at the weighted average exchange rate for the period ( 1.0439 for the Euro, 0.0117 for the Indian Rupee and 1.2852 for the Pound Sterling during the year ended December 31, 2024; 1.0980 for the Euro, 0.0120 for the Indian Rupee and 1.2664 for the Pound Sterling during the year ended December 31, 2023; 1.0527 for the Euro, 0.0121 for the Indian Rupee and 1.1903 for the Pound Sterling during the year ended December 31, 2022). Equity accounts are translated at historical exchange rates. The resulting translation adjustments are recognized in stockholders’ equity as a component of accumulated other comprehensive income. Comprehensive income (loss) is defined as the change in equity of an entity from all sources other than investments by owners or distributions to owners and includes foreign currency translation adjustments as described above. Transaction gains (losses) attributable to foreign exchange were ($ 363 ), $ 140 , and ($ 600 ) and included within general and administrative expenses during the years ended December 31, 2024, 2023, and 2022, respectively. Cumulative translation adjustments attributable to foreign exchange were ($ 3,309 ), $ 510 , and ($ 1,262 ) during the years ended December 31, 2024, 2023, and 2022, respectively. F- 18 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED REVENUE RECOGNITION The Company recognizes revenue primarily from the following types of contracts with customers: ● 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 or installation of the product. ● 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. 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. Revenue is recognized over the duration of the rental agreement which are short term in nature. ● Other – Primarily related to transaction fees recognized at a point in time. Other revenues are also comprised of sales related to alternative fuel credits. The following table summarizes our revenue recognized in the consolidated statements of operations: SCHEDULE OF REVENUE RECOGNITION BY CONTRACT 2024 2023 2022 For The Years Ended December 31, 2024 2023 2022 Revenues - Recognized at a Point in Time Product sales $ 81,703 $ 109,416 $ 46,018 Charging service revenue 21,445 15,646 6,866 Warranty 1,535 - - Other 1,535 1,026 1,393 Total Revenues - Recognized at a Point in Time 106,218 126,088 54,277 Revenues - Recognized Over a Period of Time: Network fees 8,716 7,481 4,370 Warranty 4,892 3,258 928 Total Revenues - Recognized Over a Period of Time 13,608 10,739 5,298 Revenues- Other Car-sharing services 4,667 3,302 1,268 Grant and fees rebate 1,704 469 296 Total Revenues - Other 6,371 3,771 1,564 Total Revenue $ 126,197 $ 140,598 $ 61,139 The following table summarizes our revenue recognized in the consolidated statements of operations by geographical area: SCHEDULE OF REVENUE RECOGNITION BY GEOGRAPHICAL AREA 2024 2023 2022 For The Years Ended December 31, 2024 2023 2022 Revenues by Geographical Area United States $ 90,349 $ 104,714 $ 40,828 International 35,848 35,884 20,311 Total Revenue $ 126,197 $ 140,598 $ 61,139 F- 19 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED REVENUE RECOGNITION – CONTINUED The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. Payment terms are generally thirty days. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. Consideration promised in the Company’s contracts with customers is variable due to anticipated reductions, such as sales returns, and miscellaneous claims from customers. The Company estimates the most likely amount it will be entitled to receive and records an anticipated reduction against revenues at the time revenues are recognized. The Company recognizes revenue from numerous contracts with multiple performance obligations. For these contracts, the Company allocates the transaction price to each performance obligation based on the relative standalone selling price of the product or service underlying each performance obligation. The standalone selling price represents the observable price for which the Company would sell the product or service to a customer on a standalone basis (i.e., not sold as a bundled sale with any other products or services). The allocation of transaction price among separate performance obligations may impact the timing of revenue recognition but will not change the total revenue recognized on the contract. As of December 31, 2024, the Company had $ 27,962 related to contract liabilities where performance obligations have not yet been satisfied, which has been included within deferred revenue on the consolidated balance sheets as of December 31, 2024. The Company expects to satisfy $ 17,359 of its remaining performance obligations for network fees, warranty revenue, product sales, and other and recognize the revenue within the next twelve months. As of December 31, 2023, the Company had $ 26,075 related to contract liabilities where performance obligations have not yet been satisfied, which has been included within deferred revenue on the consolidated balance sheets as of December 31, 2023. The 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 years ended December 31, 2024, 2023, and 2022, there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods as specified by ASC 606-10-50-12A. Grants, rebates and alternative fuel credits pertaining to revenues and periodic expenses which are accounted for under ASC 832 are recognized as income when the related revenue and/or periodic expense are recorded. Grants and rebates related to EV charging stations and their installation are deferred and amortized in a manner consistent with the related depreciation expense of the related asset over their useful lives. During the years ended December 31, 2024, 2023, and 2022, the Company recognized $ 211 , $ 214 , and $ 296 , respectively, of revenue related to alternative fuel credits, which is included within other revenue on the consolidated statements of operations. Car-sharing services relate to revenues and expenses from electric vehicle-sharing and electric vehicle charging services provided to apartments, offices and hotels for use by their residents and guests and are recognized in accordance with ASC 842. The Company provides electric vehicles to be available for use and the contracting locations are invoiced on a monthly or quarterly basis under the terms of the agreement signed with each respective customer. Revenue is also derived from parties who schedule use of electric vehicles that are not provided specifically for exclusive use to a particular customer under an ongoing existing contractual arrangement. The Company accounts for such rentals as operating leases. The lease terms are included in the Company’s contracts, and the determination of whether the Company’s contracts contain leases generally does not require significant assumptions or judgments. The Company’s lease revenues do not include material amounts of variable payments. The Company does not provide an option for the lessee to purchase the rented vehicle at the end of the lease. The Company is unsure of when the customer will return the vehicles. As such, the Company does not know how much the customer will owe it upon return of the vehicle and, therefore, cannot provide a maturity analysis of future lease payments. The Company’s vehicles are generally rented for short periods of time (generally a few hours). Lessees do not provide residual value guarantees on rented vehicles. The Company expects to derive significant future benefits from its vehicles following the end of the rental term. The Company’s vehicles are typically rented for the majority of the time that the Company owns or leases the underlying vehicle. ADVERTISING COSTS The Company participates in various advertising programs. All costs related to advertising of the Company’s products and services are expensed in the period incurred. Advertising costs charged to operations for the years ended December 31, 2024, 2023, and 2022 were $ 2,266 , $ 2,321 , and $ 2,618 , respectively, and are included in general and administrative expenses on the consolidated statements of operations. CONCENTRATIONS As of December 31, 2024, accounts receivable from a significant customer was 12 % of total accounts receivable. As of December 31, 2024, accounts payable to a significant vendor was approximately 12% of accounts payable. As of December 31, 2023, accounts payable to two significant vendors were approximately 16 % and 10 % of total accounts payable. During the year ended December 31, 2022, sales to a significant customer represented 15 % of total revenue. During the year ended December 31, 2024, the Company made purchases from a significant supplier that represented 12 % of total purchases. During the years ended December 31, 2023 and 2022, the Company made purchases from another significant supplier that represented 24 % and 19 %, respectively, of total purchases. STOCK-BASED COMPENSATION The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. The fair value of the award is measured on the grant date and then is recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. The Company computes the fair value of equity-classified warrants and options granted using the Black-Scholes option pricing model. F- 20 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED LEASES The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property and equipment and finance lease liabilities on the consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company provides charging services at designated locations on the host’s property at which the charging station is situated. In consideration thereof, the host shares in the monthly revenue generated by the charging station on a percentage basis. As the charging station monthly revenue generated is variable, the host’s monthly revenue derived there from is similarly variable. These arrangements contain embedded lease arrangements to place charging equipment in designated space located on the host’s site in exchange for variable lease payments based on revenue-sharing provisions, which are expensed as incurred in host provider fees in the accompanying consolidated statements of operations. The Company has elected the practical expedient to not separate non-lease components from lease components in the measurement of liabilities for all asset classes. The Company expenses variable lease payments as incurred. F- 21 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED INCOME TAXES The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. As of December 31, 2024 and 2023, the Company maintained a full valuation allowance against its deferred tax assets, since it is more likely than not that the future tax benefit on such temporary differences will not be realized. The Company recognizes the tax benefit from an uncertain income tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement by examining taxing authorities. The Company has open tax years going back to 2013 (or the tax year ended December 31, 2009 if the Company were to utilize its NOLs) which will be subject to audit by federal and state authorities upon filing. The Company’s policy is to recognize interest and penalties accrued on uncertain income tax positions in interest expense in the Company’s consolidated statements of operations. As of December 31, 2024 the Company had no unrecognized tax benefits. The Company does not expect the unrecognized tax benefits to change significantly over the next 12 months. NET LOSS PER COMMON SHARE Basic net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if the common share equivalents had been issued (computed using the treasury stock or if converted method), if dilutive. The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive: SCHEDULE OF OUTSTANDING DILUTED SHARES EXCLUDED FROM DILUTED LOSS PER SHARE COMPUTATION 2024 2023 2022 For the Years Ended December 31, 2024 2023 2022 Warrants 1,150,152 1,150,152 1,592,203 Options 986,165 982,844 1,060,535 Restricted stock units 1,160,667 - - Total potentially dilutive shares 3,296,984 2,132,996 2,652,738 RECLASSIFICATIONS Certain prior year balances have been reclassified in order to conform to current year presentation. These reclassifications have no effect on previously reported results of operations or loss per share. COMMITMENTS AND CONTINGENCIES Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. F- 22 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED RECENTLY ISSUED ACCOUNTING STANDARDS In August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-05, “Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement,” under which an entity that qualifies as either a joint venture or a corporate joint venture as defined in the FASB Accounting Standards Codification (“ASC”) master glossary is required to apply a new basis of accounting upon the formation of the joint venture. Specifically, the ASU provides that a joint venture or a corporate joint venture (collectively, “joint ventures”) must initially measure its assets and liabilities at fair value on the formation date. The amendments are effective for all joint ventures within the ASU’s scope that are formed on or after January 1, 2025. Early adoption is permitted in any annual or interim period as of the beginning of the related fiscal year. The adoption of this pronouncement on January 1, 2025 did not have a material impact on the Company’s consolidated financial statements. In 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. If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity. The adoption of this pronouncement is not expected to have a material impact on the Company’s consolidated financial statements. In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” related to improvements to income tax disclosures. The amendments in this update require enhanced jurisdictional and other disaggregated disclosures for the effective tax rate reconciliation and income taxes paid. The amendments in this update are effective for fiscal years beginning after December 15, 2024. The adoption of this pronouncement on January 1, 2025 did not have a material impact on the Company’s consolidated financial statements. In November 2024, the FASB issued ASU 2024-03 “Income Statement- Reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” to require more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in certain expense captions presented on the face of the income statement. This ASU is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements and related disclosures. F- 23 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED RECENTLY ADOPTED ACCOUNTING STANDARDS In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” which amends guidance in Topic 820, Fair Value Measurement. The guidance clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring the fair value. The guidance also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendment requires the following disclosures for equity securities subject to contractual sale restrictions: the fair value of equity securities subject to contractual sale restrictions; the nature and remaining duration of the restriction(s); and the circumstances that could cause a lapse in the restriction(s). The amended guidance is effective January 1, 2024 on a prospective basis. The Company adopted ASU 2022-03 effective January 1, 2024 and its adoption did not have a material impact on its consolidated financial statements and disclosures. In November 2023, the FASB issued ASU 2023-07 “Segment Reporting: Improvements to Reportable Segment Disclosures.” The amendments in this update require additional disclosure of significant expenses related to our reportable segments, additional segment disclosures on an interim basis, and qualitative disclosures regarding the decision making process for segment resources. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 effective December 31, 2024 and its adoption impacted certain disclosures in the notes to the consolidated financial statements. See Note 17 - Segment Reporting for additional information. F- 24 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 3. BUSINESS COMBINATIONS ENVOY TECHNOLOGIES, INC. On April 18, 2023, the Company, Blink Mobility, LLC, a California limited liability company and wholly-owned subsidiary of the Company (“Mobility”), and Mobility Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Mobility (“Merger Sub”), entered into and, after all parties met the closing conditions, consummated the transactions contemplated under an Agreement and Plan of Merger, dated as of April 18, 2023 (the “Acquisition Agreement”), with Envoy Technologies, Inc., a Delaware corporation (“Envoy”). Pursuant to the Acquisition Agreement, Merger Sub merged with and into Envoy, whereupon the separate corporate existence of Merger Sub ceased, and Envoy was the surviving corporation of the merger and a wholly-owned subsidiary of Mobility (the “Acquisition”). Under the terms of the Acquisition Agreement, the acquisition consideration was up to $ 35,500 , paid as follows: (i) $ 6,000 in cash paid upon the closing of the Acquisition Agreement (the “Closing”); (ii) a promissory note of Mobility in the principal amount of $ 5,000 which bears interest at a rate of 6 % per annum and becomes due 12 months from Closing; (iii) a promissory note of Mobility in the principal amount of $ 2,000 which bears interest at a rate of 6 % per annum and becomes due 18 months from Closing; and (iv) (a) in the event of an initial public offering or direct listing of Mobility or Mobility’s successor within 24 months after the Closing (and shares of common stock of the Company are not issued in lieu thereof), $18,500, $21,000 or $22,500 worth of shares of common stock of Mobility or Mobility’s successor, depending on the timing of such offering or listing, (b) in the event there is no initial public offering or direct listing of Mobility or Mobility’s successor within 24 months after the Closing, $21,000 worth of shares of common stock of the Company, or (c) at the Company’s option, a combination of cash and common stock of the Company with an aggregate value of $21,000. The aggregate purchase price was $ 30,900 , which included working capital deficit of $ 1,595 and closing date cash of $ 19 . The fair value of the consideration paid in the acquisition consisted of: (a) $6,000 in cash ($4,679 was paid at Closing and $1,321 was paid prior to Closing in the form of a note receivable); (b) $6,782 in aggregate promissory notes; and (c) $18,118 in common stock of Mobility subject to the conditions described above. The payment of shares of common stock of Mobility or Mobility’s successor, if any, will be based on the public offering price per share of such stock in the initial public offering. The payment of shares of common stock of the Company, if any, will be based on the average of the daily-weighted average prices for such stock on each of the 60 days ending on the day prior to issuance thereof. The common stock consideration payable in the amount of $ 18,118 is included within consideration payable on the consolidated balance sheet as of December 31, 2023. The Company engaged a third-party independent valuation specialist to assist in the determination of fair values of tangible and intangible assets acquired and liabilities assumed for Envoy. The final determination of the fair value of assets and liabilities will be completed within the one-year measurement period as required by ASC 805. The Company recognized certain measurement period adjustments, as summarized in the fair values of assets acquired and liabilities assumed in the tables below. Measurement period adjustments are recognized in the reporting period in which the adjustments are determined and calculated as if the accounting had been completed at the acquisition date. The acquisition will necessitate the use of this measurement period to adequately analyze and assess the factors used in establishing the asset and liability fair values as of the relevant acquisition date, including intangible assets, accounts receivable and certain fixed assets. F- 25 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 3. BUSINESS COMBINATIONS – CONTINUED ENVOY TECHNOLOGIES, INC. - CONTINUED SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED Purchase Price Allocation Purchase Consideration: Cash $ 6,000 Deferred cash consideration 6,782 Common stock 18,118 Total Purchase Consideration $ 30,900 Less: Trade name $ 166 Customer relationships 1,925 Internally developed technology 175 Non-compete agreements 11 Property and equipment 1,802 Other assets 52 Notes payable- non current portion ( 24 ) Lease liability- non current portion ( 1,730 ) Debt-free net working capital deficit ( 1,595 ) Fair Value of Identified Net Assets $ 782 Remaining Unidentified Goodwill Value $ 30,118 In connection with the acquisition of Envoy, the Company acquired intangible assets in the form of a trade name, customer relationships, internally developed technology and non-compete agreements. The Company used the relief from royalty method when determining the fair value of the acquired trade name and internally developed technology. The fair value was determined by applying an estimated royalty rate to revenues, measuring the value the Company would pay in royalties to a market participant if it did not own the trade name and internally developed technology and had to license it from a third party. The trademark was assigned a useful life of 2 years and the internally developed technology was assigned a useful life of 3 years. When determining fair value of customer relationships, a form of income approach, known as the multi period excess earnings method was used. The fair value was determined by calculating the present value of estimated future operating cash flows generated from the existing customers less costs to realize the revenue. The Company applied a discount rate of 21 %, which reflected the nature of the assets as they relate to the risk and uncertainty of the estimated future operating cash flows. Other significant assumptions used to estimate the fair value of the customer contracts include an assumed income tax rate of 26 %. The customer relationships were assigned a useful life of 5.3 years. The Company used a discounted cash flow model when determining the fair value of the non-compete agreements. Significant assumptions included a discount rate of 21 % and an assumed income tax rate of 26 %. The non-compete agreements were assigned a useful life of 2 years. The fair value of working capital accounts was determined to be the carrying values due to the short-term nature of the assets and liabilities. The fair value of property and equipment was estimated by applying the cost approach. The cost approach uses the replacement or reproduction cost as an indicator of fair value. The assumptions of the cost approach include replacement cost new, projected capital expenditures, and physical deterioration factors including economic useful life, remaining useful life, age, and effective age. As of December 31, 2024 and 2023, the estimated fair value of the common stock consideration payable was $ 21,028 and $ 18,118 , respectively. The Company uses a probability-weighted discounted cash flow approach as a valuation technique to determine the fair value of the common stock consideration payable on the acquisition date and at each reporting period. The significant unobservable inputs used in the fair value measurements are the probability outcome percentages that are assigned to each scenario. Significant increases or decreases to either of these inputs in isolation could result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the common stock consideration liability. F- 26 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 3. BUSINESS COMBINATIONS – CONTINUED ENVOY TECHNOLOGIES, INC. – CONTINUED The components of debt free net working capital deficit are as follows: Purchase Price Allocation Current assets: Cash $ 19 Accounts receivable 391 Prepaid expenses and other current assets 254 Total current assets $ 664 Less current liabilities: Accounts payable $ 853 Current portion of lease liability 591 Current portion of notes payable 7 Deferred revenue 229 Accrued expenses and other current liabilities 579 Total current liabilities $ 2,259 Net working capital deficit $ ( 1,595 ) Goodwill was recorded based on the amount by which the purchase price exceeded the fair value of the net assets acquired and the amount is attributable to the reputation of the business acquired, the workforce in place and the synergies to be achieved from this acquisition. Goodwill of $ 30,118 from the acquisition of Envoy is not expected to be deductible for income tax purposes. The consolidated financial statements of the Company include the results of operations of Envoy from April 18, 2023 to December 31, 2023 and do not include results of operations for periods prior to April 18, 2023. The results of operations of Envoy from April 18, 2023 to December 31, 2023 included revenues of $ 2,743 and a net loss of $ 2,620 . The following table presents the unaudited pro forma consolidated results of operations for the years ended December 31, 2023 and 2022 as if the acquisition of Envoy occurred at the beginning of fiscal year 2022. The pro forma information provided below is compiled from the preacquisition financial information of Envoy and includes pro forma adjustments to give effect to (i) interest expense related to notes issued as consideration and (ii) amortization expense associated with the acquired intangible assets. The pro forma results are not necessarily indicative of (i) the results of operations that would have occurred had the operations of this acquisition actually been acquired at the beginning of fiscal year 2022 or (ii) future results of operations. SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS 2023 2022 For the Years Ended December 31, 2023 2022 (Unaudited) (Unaudited) Revenues $ 140,765 $ 64,509 Net loss $ ( 204,949 ) $ ( 96,358 ) As of the date of the acquisition, the Company expected to collect all contractual cash flows related to receivables acquired in the acquisition. Acquisition-related costs of $ 356 are expensed as incurred and are recorded within general and administrative expenses on the consolidated statements of operations. F- 27 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 3. BUSINESS COMBINATIONS – CONTINUED SEMACONNECT, INC. On June 15, 2022, the Company completed the acquisition of SemaConnect, Inc., a Delaware corporation (“SemaConnect”) pursuant to an Agreement and Plan of Merger, dated as of June 13, 2022 (“Acquisition Agreement”), by and among the Company, Blink Sub I Corp., Blink Sub II LLC, SemaConnect and Shareholder Representative Services LLC (solely in its capacity as the stockholders’ representative). Following the closing of the acquisition, SemaConnect became a wholly owned subsidiary of the Company. SemaConnect is a leading provider of EV charging infrastructure solutions in North America. The aggregate purchase price was $ 200,573 , which included excess working capital of $ 1,229 and closing date cash of $ 3,639 . The consideration paid in the acquisition consisted of: (a) $86,736 in cash, (i) of which $46,136 was paid at the closing of the Acquisition Agreement (“Closing”) and (ii) the remaining $40,600 is payable (bearing interest at 7%) until not earlier than nine months following the Closing and not later than three years following the Closing; and (b) 7,454,975 shares of the Company’s common stock with a fair value of $113,837. Included in the cash consideration was $ 8,103 related to payments due to stock option holders of SemaConnect. Subsequent to the closing of the acquisition, payments to the stock option holder were made after the stock option holder signed an option cash-out agreement. Goodwill was recorded based on the amount by which the purchase price exceeded the fair value of the net assets acquired and the amount is attributable to the reputation of the business acquired, the workforce in place and the synergies to be achieved from this acquisition. Goodwill of $ 174,439 from the acquisition of SemaConnect is not expected to be deductible for income tax purposes. The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date of SemaConnect: SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED Purchase Price Allocation Purchase Consideration: Cash $ 46,136 Deferred cash consideration 40,600 Common stock 113,837 Total Purchase Consideration $ 200,573 Less: Trade name $ 1,831 Customer relationships 15,055 Internally developed technology 3,607 Non-compete agreements 241 Property and equipment 614 Right of use asset 1,092 Other assets 449 Deferred revenue- non current portion ( 702 ) Lease liability- non current portion ( 611 ) Debt-free net working capital 4,558 Fair Value of Identified Net Assets $ 26,134 Remaining Unidentified Goodwill Value $ 174,439 F- 28 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 3. BUSINESS COMBINATIONS – CONTINUED SEMACONNECT, INC. - CONTINUED In connection with the acquisition of SemaConnect, the Company acquired tradename, customer relationships, internally developed technology and non-compete agreements. The Company used the relief from royalty method when determining the fair value of the acquired trademark and internally developed technology. The fair value was determined by applying an estimated royalty rate to revenues, measuring the value the Company would pay in royalties to a market participant if it did not own the trademark and internally developed technology and had to license it from a third party. The trademark was assigned a useful life of two years and the internally developed technology was assigned a useful life of three years. When determining fair value of customer relationships, a form of income approach, known as the multi period excess earnings method was used. The fair value was determined by calculating the present value of estimated future operating cash flows generated from the existing customers less costs to realize the revenue. The Company applied a discount rate of 20 %, which reflected the nature of the assets as they relate to the risk and uncertainty of the estimated future operating cash flows. Other significant assumptions used to estimate the fair value of the customer contracts include an assumed income tax rate of 26 %. The customer relationships were assigned a 5 -year useful life. The Company used a discounted cash flow model when determining the fair value of the non-compete agreements, significant assumptions include a discount rate of 20 % and an assumed income tax rate of 26 %. The non-compete agreements were assigned a useful life of two years . The fair value of working capital accounts was determined to be the carrying values due to the short-term nature of the assets and liabilities. F- 29 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 3. BUSINESS COMBINATIONS – CONTINUED SEMACONNECT, INC. – CONTINUED The fair value of property and equipment was estimated by applying the cost approach. The cost approach uses the replacement or reproduction cost as an indicator of fair value. The assumptions of the cost approach include replacement cost new, projected capital expenditures, and physical deterioration factors including economic useful life, remaining useful life, age, and effective age. The components of debt free net working capital are as follows: Current assets: Cash $ 3,753 Restricted cash 8,103 Accounts receivable 5,515 Inventory 5,472 Prepaid expenses and other current assets 1,309 Total current assets $ 24,152 Less current liabilities: Accounts payable $ 2,305 Merger consideration payable 8,103 Current portion of lease liability 481 Current portion of notes payable 186 Deferred revenue 2,677 Accrued expenses and other current liabilities 5,842 Total current liabilities $ 19,594 Debt free net working capital $ 4,558 The consolidated financial statements of the Company include the results of operations of SemaConnect from June 15, 2022 to December 31, 2022 and do not include results of operations for periods prior to June 15, 2022. The results of operations of SemaConnect from June 15, 2022 to December 31, 2022 included revenues of $ 18,411 and a net loss of $ 3,295 . The following table presents the unaudited pro forma consolidated results of operations for the year ended December 31, 2022 as if the acquisition of SemaConnect had occurred at the beginning of fiscal year 2021. The pro forma information provided below is compiled from the pre-acquisition financial information of SemaConnect and includes pro forma adjustments for adjustments to certain expenses. The pro forma results are not necessarily indicative of (i) the results of operations that would have occurred had the operations of this acquisition actually been acquired at the beginning of fiscal year 2021 or (ii) future results of operations: SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS 2022 For the Year Ended December 31, 2022 (Unaudited) Revenues $ 70,078 Net loss $ ( 102,444 ) The above pro forma information includes pro forma adjustments to give effect to the amortization of the acquired intangible assets to the 2021 historical period. As of the date of the acquisition, the Company expected to collect all contractual cash flows related to receivables acquired in the acquisition. Acquisition-related costs are expensed as incurred and are recorded within general and administrative expenses on the consolidated statements of operations. Acquisition-related costs were $ 3,407 during the year ended December 31, 2022. F- 30 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 3. BUSINESS COMBINATIONS – CONTINUED ELECTRIC BLUE LIMITED On April 22, 2022, pursuant to a Sale and Purchase Agreement dated April 22, 2022, the Company acquired, through its Dutch subsidiary, Blink Holdings B.V., all of the outstanding capital stock of Electric Blue Limited (“EB”), a private company limited by shares and registered in England and Wales, from its shareholders. Headquartered in St. Albans, United Kingdom, EB is a leading provider of electric vehicle charging and sustainable energy solutions and technologies. EB works with local authorities and businesses to create the infrastructure the United Kingdom needs to meet the 2050 net zero emissions target and prepare for the 2030 ban on the sale of new petrol and diesel cars and vans. The fair value purchase price for the acquisition of all of EB’s outstanding capital stock was $ 19,317 , consisting of $ 12,651 in cash, 152,803 shares of the Company’s common stock with a fair value of $ 2,852 , plus the contingent consideration described in the following paragraph. The fair value of the common stock consideration was determined by the closing price of the Company’s common stock on the acquisition date. In addition, provided EB reaches specified gross revenue or new EV charger installation targets over the three years post-closing, the Company also agreed to issue up to approximately $ 6,400 in additional shares of its common stock to EB shareholders (the “Contingent Consideration”). The Contingent Consideration was recorded at an estimated fair value of $ 3,814 . As of December 31, 2022, the estimated fair value of the Contingent Consideration was $ 1,316 . The Company uses a probability-weighted discounted cash flow approach as a valuation technique to determine the fair value of the contingent consideration liabilities on the acquisition date and at each reporting period. The significant unobservable inputs used in the fair value measurements are projections over the earn-out period, and the probability outcome percentages that are assigned to each scenario. Significant increases or decreases to either of these inputs in isolation could result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the contingent consideration liabilities. Of the purchase price to be issued to the EB shareholders at closing, approximately $ 650 in cash and 25,466 shares of common stock are being held in escrow accounts for periods of 12 months (cash escrow) and 18 months (stock escrow), respectively, following the closing to cover any losses or damages we may incur by reason of, among other things, any misrepresentation or breach of warranty by EB under the Sale and Purchase Agreement. Goodwill was recorded based on the amount by which the purchase price exceeded the fair value of the net assets acquired and the amount is attributable to the reputation of the business acquired, the workforce in place and the synergies to be achieved from this acquisition. Goodwill of $ 10,443 from the acquisition of EB is expected to be deductible for income tax purposes. F- 31 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 3. BUSINESS COMBINATIONS – CONTINUED ELECTRIC BLUE LIMITED – CONTINUED The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date of EB: SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED Purchase Consideration: Cash $ 12,651 Common stock 2,852 Contingent consideration 3,814 Total Purchase Consideration $ 19,317 Less: Trade name $ 500 Customer relationships 4,856 Internally developed technology 515 Non-compete agreements 1,992 Property and equipment 4,325 Deferred revenue- non current portion ( 2,689 ) Debt-free net working capital deficit ( 625 ) Fair Value of Identified Net Assets $ 8,874 Remaining Unidentified Goodwill Value $ 10,443 F- 32 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 3. BUSINESS COMBINATIONS – CONTINUED ELECTRIC BLUE LIMITED – CONTINUED The components of debt free net working capital are as follows: Current assets: Cash $ 1,291 Accounts receivable 1,618 Prepaid expenses and other current assets 508 Total current assets $ 3,417 Less current liabilities: Accounts payable $ 647 Current portion of lease liabilities 22 Current portion of notes payable 611 Accrued expenses and other current liabilities 2,762 Total current liabilities $ 4,042 Debt free net working capital deficit $ ( 625 ) The Company used the relief from royalty method when determining the fair value of the acquired trademark and internally developed technology. The fair value was determined by applying an estimated royalty rate to revenues, measuring the value the Company would pay in royalties to a market participant if it did not own the trademark and internally developed technology and had to license it from a third party. The trademark was assigned a useful life of one and half years and the internally developed technology was assigned a useful life of one year. When determining fair value of customer relationships, a form of income approach, known as the multi period excess earnings method was used. The fair value was determined by calculating the present value of estimated future operating cash flows generated from the existing customers less costs to realize the revenue. The Company applied a discount rate of 23 %, which reflected the nature of the assets as they relate to the risk and uncertainty of the estimated future operating cash flows. Other significant assumptions used to estimate the fair value of the customer contracts include an assumed income tax rate of 25 %. The assigned useful life for customer relationships was approximately six years . The Company used a discounted cash flow model when determining the fair value of the non-compete agreements, significant assumptions include a discount rate of 20 % and an assumed income tax rate of 26 %. The non-compete agreements were assigned a useful life of two years . The Company used a Monte-Carlo based simulation model when determining the fair value of the contingent consideration. The model takes into account the Company’s projections as well as an assumed discount rate of 12 %. The fair value of working capital accounts was determined to be the carrying values due to the short-term nature of the assets and liabilities. The fair value of property and equipment was estimated by applying the cost approach. The cost approach uses the replacement or reproduction cost as an indicator of fair value. The assumptions of the cost approach include replacement cost new, projected capital expenditures, and physical deterioration factors including economic useful life, remaining useful life, age, and effective age. F- 33 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 3. BUSINESS COMBINATIONS – CONTINUED ELECTRIC BLUE LIMITED – CONTINUED Changes in the balance of identified intangible assets and goodwill reflected on the balance sheet are the result of the impact of the change in foreign currency exchange rates. The consolidated financial statements of the Company include the results of operations of EB from April 22, 2022 to December 31, 2022 and do not include results of operations for periods prior to April 22, 2022. The results of operations of EB from April 22, 2022 to December 31, 2022 included revenues of $ 4,601 and a net loss of $ 4,355 . The following table presents the unaudited pro forma consolidated results of operations for the year ended December 31, 2022 as if the acquisition of EB had occurred at the beginning of fiscal year 2021. The pro forma information provided below is compiled from the pre-acquisition financial information of EB and includes pro forma adjustments for adjustments to certain expenses. The pro forma results are not necessarily indicative of (i) the results of operations that would have occurred had the operations of this acquisition actually been acquired at the beginning of fiscal year 2021 or (ii) future results of operations: SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS 2022 For the Year Ended December 31, 2022 (Unaudited) Revenues $ 62,002 Net loss $ ( 92,705 ) The above pro forma information includes pro forma adjustments to give effect to the amortization of the acquired intangible assets to the 2021 historical period. As of the date of the acquisition, the Company expected to collect all contractual cash flows related to receivables acquired in the acquisition. Acquisition-related costs are expensed as incurred and are recorded within general and administrative expenses on the consolidated statements of operations. Acquisition-related costs were $ 376 during the year ended December 31, 2022. See Note 10 – Fair Value Measurement for additional information. F- 34 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 4. PROPERTY AND EQUIPMENT Property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT 2024 2023 December 31, 2024 2023 EV charging stations $ 43,709 $ 32,140 Building - 6,847 Software 3,294 2,455 Automobiles 1,979 3,339 Office and computer equipment 2,750 2,503 Leasehold improvements 2,001 986 Machinery and equipment 1,128 1,065 Property and equipment, gross 54,861 49,335 Less: accumulated depreciation ( 16,190 ) ( 14,208 ) Property and equipment, net $ 38,671 $ 35,127 Depreciation and amortization expense related to property and equipment was $ 7,497 , $ 4,885 , and $ 5,432 for the years ended December 31, 2024, 2023, and 2022, respectively, of which, $ 6,299 , $ 4,250 , and $ 3,113 , respectively, was recorded within cost of revenues in the accompanying consolidated statements of operations. The remaining depreciation expense of $ 1,198 , $ 635 , and $ 2,319 was included within general and administrative expenses during the years ended December 31, 2024, 2023, and 2022, respectively. During the years ended December 31, 2024, 2023, and 2022, the Company disposed of property and equipment with a net book value of $ 1,384 , $ 2,731 , and $ 463 which resulted in a loss (gain) on disposal of $ 679 , ($ 11 ), and $ 113 , respectively, which was included within general and administrative expenses in the consolidated statements of operations. During the years ended December 31, 2024, 2023, and 2022, the Company transferred charging stations of $ 6,242 , $ 1,786 , and $ 5,283 from inventory into property and equipment. During the year ended December 31, 2024, the Company sold approximately 10,000 square feet of office space in Miami Beach, Florida for approximately $ 3,425 of proceeds. In connection with the sale, the Company recorded a loss on sale of $ 459 within general and administrative expenses during the year ended December 31, 2024. F- 35 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 5. INTANGIBLE ASSETS Intangible assets consisted of the following: SCHEDULE OF INTANGIBLE ASSETS Internal Use Software Capitalized Engineering Costs Trade Name and Patents Customer Relationships Internally Developed Technology Non-Compete Agreements Favorable Leases Accumulated Amortization Total Balance as of January 1, 2023 $ 1,123 $ 237 $ 2,759 $ 21,398 $ 5,031 $ 2,253 $ 257 $ ( 6,476 ) $ 26,582 Additions 122 1,028 166 1,925 175 11 - - 3,426 Impairment of intangible assets - - ( 13 ) ( 4,401 ) ( 218 ) ( 507 ) - - ( 5,139 ) Foreign currency translation - - ( 107 ) ( 698 ) ( 184 ) ( 27 ) - - ( 1,016 ) Amortization expense - - - - - - - ( 7,556 ) ( 7,556 ) Balance as of December 31, 2023 1,245 1,265 2,805 18,224 4,804 1,730 257 ( 14,032 ) 16,298 Intangible assets beginning balance 1,245 1,265 2,805 18,224 4,804 1,730 257 ( 14,032 ) 16,298 Amortization expense - - - - - - - ( 5,910 ) ( 5,910 ) Balance as of December 31, 2024 $ 1,245 $ 1,265 $ 2,805 $ 18,224 $ 4,804 $ 1,730 $ 257 $ ( 19,942 ) $ 10,388 Intangible assets ending balance $ 1,245 $ 1,265 $ 2,805 $ 18,224 $ 4,804 $ 1,730 257 $ ( 19,942 ) $ 10,388 Weighted average remaining amortization period at December 31, 2024 (in years) 3.3 5.1 16.5 2.6 1.3 0.8 0.0 Useful Lives 3 - 5 Years 6 Years 17 Years 5.6 Years 3 Years 2 Years 1.6 years SCHEDULE OF CHANGES IN ACCUMULATED AMORTIZATION Internal Use Software Capitalized Engineering Costs Trade Name and Patents Customer Relationships Internally Developed Technology Non-Compete Agreements Favorable Leases Accumulated Amortization Balance as of January 1, 2023 $ 501 $ - $ 986 $ 2,495 $ 1,399 $ 838 $ 257 $ 6,476 Amortization expense 220 - 1,106 4,097 1,330 803 - 7,556 Balance as of December 31, 2023 721 - 2,092 6,592 2,729 1,641 257 14,032 Intangible assets excluding goodwill beginning balance 721 - 2,092 6,592 2,729 1,641 257 14,032 Amortization expense 24 745 684 2,926 1,444 87 - 5,910 Balance as of December 31, 2024 $ 745 $ 745 $ 2,776 $ 9,518 $ 4,173 $ 1,728 $ 257 $ 19,942 Intangible assets excluding goodwill ending balance $ 745 $ 745 $ 2,776 $ 9,518 $ 4,173 $ 1,728 257 $ 19,942 Amortization expense during the years ended December 31, 2024, 2023, and 2022 were $ 5,910 , $ 7,556 , and $ 5,954 , respectively. Amortization expense is included within general and administrative expense during the years ended December 31, 2024, 2023, and 2022. The Company determined that the carrying value of certain intangible assets had exceeded its undiscounted cash flows and, as a result, recorded an intangible asset impairment charge of $ 5,143 in the consolidated statements of operations during the year ended December 31, 2023. Changes in the balance of intangible assets and goodwill reflected on the consolidated balance sheet are the result of the impact of the change in foreign currency exchange rates. See Note 3 - Business Combinations for additional details. The estimated future amortization expense is as follows: SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE For the Years Ending December 31, Total 2025 $ 4,290 2026 3,735 2027 2,045 2028 227 2029 74 Thereafter 17 Finite-lived intangible assets, net $ 10,388 F- 36 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 6. GOODWILL During the years ended December 31, 2024 and 2023, the Company considered the decline in its stock price to be an indicator of impairment and, accordingly, performed a quantitative impairment assessment of its goodwill and intangible assets on the dates where such indicators of impairment were identified in addition to performing its annual goodwill impairment analysis. This assessment involved comparing the estimated fair value of each of its reporting units to the reporting unit’s carrying value, inclusive of the goodwill balance allocated to the reporting unit. Estimation of the fair value of each reporting unit involved the projection of discounted future cash flows using certain assumptions that are subjective in nature, including assumptions related to historical and market growth rates and gross margin improvements, as well as future operating expense synergies and optimization, among other factors. Based on its analysis, the Company determined that the carrying value exceeded the estimated fair value in all reporting units. Consequently, the Company recognized a goodwill impairment charge of $ 126,984 and $ 89,087 in the consolidated statements of operations during the years ended December 31, 2024 and 2023, respectively. The fair value measurements used in the evaluation described above are considered to be Level 3 valuations within the fair value hierarchy, as the measurements involve projections of discounted future cash flows, which are derived from unobservable assumptions, the most subjective of which are the discount rates for each respective reporting unit. The discount rate used for all reporting units ranged from 20 % to 27 % during the year ended December 31, 2024. The revenue growth rates used in projections for all reporting units ranged from 17 % to 45 % during the year ended December 31, 2024. The discount rate used for all reporting units ranged from 20 % to 22.5 % during the years ended December 31, 2023. The revenue growth rates used in projections for all reporting units ranged from 18.36 % to 83.77 % during the year ended December 31, 2023. Further declines in the Company’s stock price could lead to future triggering events. Changes in goodwill by reporting unit during the years ended December 31, 2024 and 2023 were as follows: SCHEDULE OF GOODWILL Legacy Blink Mobility Blue Corner Blink UK Total Balance as of January 1, 2023 $ 175,875 $ 344 $ 16,644 $ 10,987 203,850 Additions - 30,118 - - 30,118 Impairment expense ( 58,530 ) ( 2,926 ) ( 16,644 ) ( 10,987 ) ( 89,087 ) Balance as of December 31, 2023 117,345 27,536 - - 144,881 Beginning Balance 117,345 27,536 - - 144,881 Impairment expense ( 117,345 ) ( 9,639 ) - - ( 126,984 ) Balance as of December 31, 2024 $ - $ 17,897 $ - $ - $ 17,897 Ending Balance $ - $ 17,897 $ - $ - $ 17,897 Cumulative impairment of goodwill by reporting unit during the years ended December 31, 2024 and 2023 was as follows: SCHEDULE OF CHANGES IN ACCUMULATED IMPAIRMENT Legacy Blink Mobility Blue Corner Blink UK Accumulated Impairment Balance as of January 1, 2023 $ - $ - $ - $ - $ - Impairment expense 58,530 2,926 16,644 10,987 89,087 Balance as of December 31, 2023 58,530 2,926 16,644 10,987 89,087 Beginning Balance 58,530 2,926 16,644 10,987 89,087 Impairment expense 117,345 9,639 - - 126,984 Balance as of December 31, 2024 $ 175,875 $ 12,565 $ 16,644 $ 10,987 $ 216,071 Ending Balance $ 175,875 $ 12,565 $ 16,644 $ 10,987 $ 216,071 F- 37 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 7. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following: SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES 2024 2023 December 31, 2024 2023 Accrued professional, board and other fees $ 2,923 $ 5,248 Accrued wages 3,487 5,050 Warranty payable 1,721 503 Accrued income, property and sales taxes payable 972 1,138 Accrued interest - 1,647 Other accrued expenses 379 557 Total accrued expenses $ 9,482 $ 14,143 8. NOTES PAYABLE AND CONSIDERATION PAYABLE SEMACONNECT- NOTES PAYABLE Amendment to Merger Agreement On August 4, 2023, the Company, SemaConnect LLC, its wholly-owned subsidiary, and Shareholder Representative Services LLC, on behalf of the former stockholders of SemaConnect, Inc. (the “Stockholders’ Representative”), entered into an amendment (the “Amendment”) to the original Agreement and Plan of Merger, dated as of June 13, 2022 (the “Merger Agreement”), pursuant to which the Company acquired SemaConnect. Under the terms of the Amendment, the parties modified the manner by which the “Deferred Merger Consideration” (which remains $ 40,600 , plus accrued interest) will be paid by the Company. As amended, the Company agreed to pay: (a) within 15 days following our consummation of a financing transaction or series of related transactions in excess of $150,000 since the June 2022 closing of the Merger Agreement, $12,500 of the outstanding Deferred Merger Consideration in cash to the former stockholders of SemaConnect (the “Stockholders”), and (b) within 15 days following our consummation of any financing transaction or series of related transactions in excess of $250,000 since the closing of the Merger Agreement, fifty cents of every dollar of proceeds received by the Company in excess of $250,000 to repay the Deferred Merger Consideration until all Deferred Merger Consideration is paid in full to the Stockholders. The Company agreed that its payment obligations will be guaranteed by all of the Company’s U.S. subsidiaries and secured by a security interest on all assets of the Company and its United States subsidiaries. The Company also agreed that such obligations will be due and payable by April 1, 2025, shortening the original due date from June 13, 2025. Each Stockholder will have the right to convert its outstanding Deferred Merger Consideration (after the initial payment of $ 12,500 , including accrued interest) into shares of the Company’s common stock at a conversion price equal to 126% of the seven-day average prior to the date of the Amendment, provided that under no circumstance will the Company be obligated to issue such number of shares equal to or in excess of 20% of the Company’s common stock to the Stockholders, taking into account all common stock previously issued to such holders in the transaction. Under the Amendment, interest on the Deferred Merger Consideration was increased from 7% to 9.5% per annum following the date of the Amendment until full repayment of Deferred Merger Consideration. One half of the accrued interest may be paid in cash and the other half may be paid in-kind. In consideration of the agreement by the Stockholders to enter into the Amendment, the Company agreed to issue 158,372 shares of its common stock with a fair value of $ 1,000 (“Consent Fee”) (based on the average closing price on and over the three days before and after the date of the Amendment) to the Stockholders’ Representative. The Company also agreed to reimburse up to $ 50 of the Stockholders’ Representative’s out-of-pocket expenses. The Amendment was determined to be an extinguishment of debt in accordance with ASC 470. As a result, the Consent Fee of $ 1,000 was accounted for as a loss on extinguishment of notes payable on the consolidated statement of operations during the year ended December 31, 2023. Furthermore, the Company will recognize up to $ 50 of reimbursable legal fees as a debt discount to the face of the note, which will be amortized through interest expense over the term of the note. Repayment During the year ended December 31, 2024, the Company repaid the remaining principal balance of $ 31,354 due under this note as well as paid $ 1,139 of accrued interest. The amounts were previously included within consideration payable on the consolidated balance sheets. F- 38 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 8. NOTES PAYABLE AND CONSIDERATION PAYABLE – CONTINUED OTHER NOTES PAYABLE In connection with the SemaConnect and EB acquisitions, the Company had also assumed certain notes payable; however, $ 9,292 of principal were subsequently repaid during the year ended December 31, 2023. See Note 3 – Business Combinations for details. ENVOY – CONSIDERATION PAYABLE In connection with the Envoy acquisition, the Company issued notes payable as part of the merger consideration. See Note 3 – Business Combinations for details. During the year ended December 31, 2024, the Company repaid the remaining principal balance of $ 6,527 due under this note as well as paid $ 297 of accrued interest. The amounts were previously included within consideration payable on the consolidated balance sheets. As of December 31, 2024 and 2023, the estimated fair value of the common stock consideration payable was $ 21,028 and $ 18,118 , respectively. The Company uses a probability-weighted discounted cash flow approach as a valuation technique to determine the fair value of the common stock consideration payable on the acquisition date and at each reporting period. The significant unobservable inputs used in the fair value measurements are the probability outcome percentages that are assigned to each scenario. Significant increases or decreases to either of these inputs in isolation could result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the common stock consideration liability. F- 39 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 9. DEFERRED REVENUE The Company is the recipient of various private and governmental grants, rebates and marketing incentives. Reimbursements of periodic expenses are recognized as income when the related expense is incurred. Private and government grants and rebates related to EV charging stations and their installation are deferred and amortized in a manner consistent with the recognition of the related depreciation expense of the related asset over their useful lives. Deferred revenue consisted of the following: SCHEDULE OF DEFERRED REVENUE 2024 2023 December 31, 2024 2023 Grant and rebate $ 3,870 $ 346 Prepaid network, charging and maintenance fees 24,092 25,729 Total deferred revenue 27,962 26,075 Deferred revenue, non-current portion ( 10,603 ) ( 12,462 ) Current portion of deferred revenue $ 17,359 $ 13,613 It is anticipated that deferred revenue as of December 31, 2024 will be recognized as follows: SCHEDULE OF DEFERRED REVENUE RECOGNIZED For the Year Ending December 31, Total 2025 $ 17,359 2026 4,076 2027 3,297 2028 1,940 2029 980 Thereafter 310 Total $ 27,962 During the year ended December 31, 2024, the Company recognized $ 10,595 of revenues related to network fees and warranty contracts that were included in deferred revenues as of December 31, 2023. During the year ended December 31, 2023, the Company recognized $ 2,794 of revenues related to network fees and warranty contracts that were included in deferred revenues as of December 31, 2022. During the year ended December 31, 2022, the Company recognized $ 1,136 of revenues related to network fees and warranty contracts that were included in deferred revenues as of December 31, 2021. F- 40 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 10. FAIR VALUE MEASUREMENT Assets and liabilities measured at fair value on a recurring basis are as follows: SUMMARY OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE RECURRING AND NONRECURRING BASIS December 31, 2024 Level 1 Level 2 Level 3 Total Assets: Marketable securities $ 13,630 $ - $ - $ 13,630 Money market funds 27,347 - - 27,347 Alternative fuel credits - 51 - 51 Total assets $ 40,977 $ 51 $ - $ 41,028 Liabilities: Warrant liability $ - $ - $ 22 $ 22 Common stock consideration payable - - 21,028 21,028 Total liabilities $ - $ - $ 21,050 $ 21,050 December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Marketable securities $ 22,970 $ - $ - $ 22,970 Money market funds 46,572 - - 46,572 Alternative fuel credits - 32 - 32 Total assets $ 69,542 $ 32 $ - $ 69,574 Liabilities: Warrant liability $ - $ - $ 32 $ 32 Option liability 293 - - 293 Common stock liability 743 - - 743 Common stock consideration payable - - 18,118 18,118 Total liabilities $ 1,036 $ - $ 18,150 $ 19,186 See Note 8 - Notes Payable and Consideration Payable for additional details. Assumptions utilized in the valuation of warrant liabilities are described as follows: SUMMARY OF ASSUMPTIONS USED FOR VALUATION OF FAIR VALUE LIABILITIES For the Years Ended December 31, 2024 2023 2022 Risk-free interest rate 3.98 %- 5.09 % 4.64 %- 5.46 % 1.63 %- 4.73 % Contractual term (years) 1.00 1.00 1.00 Expected volatility 84 %- 92 % 67 %- 80 % 74 %- 85 % Expected dividend yield 0.00 % 0.00 % 0.00 % The following table sets forth a summary of the changes in the fair value of Level 3 fair value measurements on a recurring basis: SUMMARY OF CHANGES IN FAIR VALUE OF LEVEL 3 WARRANT LIABILITIES MEASURED AT RECURRING BASIS 2024 2023 Common Stock Consideration Payable Beginning balance as of January 1, $ 18,118 $ - Consideration payable assumed in Envoy acquisition - 18,118 Change in fair value of consideration payable 2,910 - Ending balance as of December 31, $ 21,028 $ 18,118 Warrant Liability Beginning balance as of January 1 $ 32 $ 24 Change in fair value of warrant liability ( 10 ) 8 Ending balance as of December 31, $ 22 $ 32 Contingent Consideration Beginning balance as of January 1 $ - $ 1,316 Change in fair value of contingent consideration - ( 1,316 ) Ending balance as of December 31, $ - $ - In addition to assets and liabilities that are measured at fair value on a recurring basis, we also measure certain assets and liabilities at fair value on a nonrecurring basis. Our non-financial assets, including goodwill, intangible assets, operating lease right of use assets, and property, plant and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows. These assets are recorded at fair value only when an impairment charge is recognized. F- 41 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 11. STOCKHOLDERS’ EQUITY AUTHORIZED CAPITAL The Company is authorized to issue 500,000,000 shares of common stock, $ 0.001 par value, and 40,000,000 shares of preferred stock, $ 0.001 par value. The holders of the Company’s common stock are entitled to one vote per share. The preferred stock is designated as follows: 20,000,000 shares to Series A Convertible Preferred Stock; 10,000 shares to Series B Convertible Preferred Stock; 250,000 shares to Series C Convertible Preferred Stock; 13 shares to Series D Convertible Preferred Stock; and 19,739,987 undesignated shares. OMNIBUS INCENTIVE PLANS On September 7, 2018, the Board of the Company, as well as a majority of the Company’s shareholders approved the Company’s 2018 Incentive Compensation Plan (the “2018 Plan”), which enables the Company to grant stock options, restricted stock, dividend equivalents, stock payments, deferred stock, restricted stock units, stock appreciation rights, performance share awards, and other incentive awards to associates, directors, consultants, and advisors of the Company and its affiliates, and to improve the ability of the Company to attract, retain, and motivate individuals upon whom the Company’s sustained growth and financial success depend, by providing such persons with an opportunity to acquire or increase their proprietary interest in the Company. Stock options granted under the 2018 Plan may be non-qualified stock options or incentive stock options, within the meaning of Section 422(b) of the Internal Revenue Code of 1986, except that stock options granted to outside directors and any consultants or advisers providing services to the Company or an affiliate shall in all cases be non-qualified stock options. The option price must be at least 100 % of the fair market value on the date of grant and if issued to a 10 % or greater shareholder must be at least 110 % of the fair market value on the date of the grant. The 2018 Plan is to be administered by the Compensation Committee of the Board, which shall have discretion over the awards and grants thereunder. The aggregate maximum number of shares of common stock for which stock options or awards may be granted pursuant to the 2018 Plan is 5,000,000 , adjusted as provided in Section 4 of the 2018 Plan. No awards may be issued on or after September 7, 2028. As of December 31, 2024, and 2023, options to purchase 986,165 and 936,245 shares of options were outstanding, respectively. As of December 31, 2024, and 2023 4,974,178 and 3,619,555 shares of common stock, respectively, were outstanding to employees and members of the Board of Directors of the Company. As of December 31, 2024 and 2023, there were 2,025,822 and 2,756,384 securities available for future issuance under the 2018 Plan, respectively. PUBLIC OFFERING In February 2023, the Company completed an underwritten registered public offering of 8,333,333 shares of its common stock at a public offering price of $ 12.00 per share. The Company received approximately $ 100,000 in gross proceeds from the public offering and $ 94,766 in net proceeds after deducting the underwriting discount and offering expenses paid by the Company. The public offering was made pursuant to our automatic shelf registration statement on Form S-3 filed with the SEC on January 6, 2021, and prospectus supplement dated February 8, 2023. Barclays acted as the sole book-running manager for the offering. H.C. Wainwright & Co., Roth Capital Partners and ThinkEquity acted as co-managers for the offering. The underwriters did not exercise the over-allotment granted to them in connection with the offering. F- 42 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 11. STOCKHOLDERS’ EQUITY – CONTINUED AT-THE-MARKET OFFERING On September 2, 2022, the Company entered into a Sales Agreement (“Sales Agreement”) with Barclays Capital Inc., BofA Securities, Inc., HSBC Securities (USA) Inc., ThinkEquity LLC, H.C. Wainwright & Co., LLC and Roth Capital Partners, LLC (the “Agents”) to conduct an “ATM” equity offering program pursuant to which the Company may issue and sell from time to time shares of our common stock, having an aggregate offering price of up to $ 250,000 through the Agents, as the Company’s sales agents. The Company currently anticipates using the net proceeds from the sale of its shares of common stock under the ATM program to supplement our operating cash flows to fund EV charging station deployment and growth plans. The Company also plans to use any remaining proceeds it receives for working capital and other corporate purposes. The amounts and timing of our use of the net proceeds will depend on a number of factors, such as the timing and progress of our EV charging station deployment efforts, the timing and progress of any partnering and collaboration efforts and technological advances. On November 16, 2023, the Company entered into an Amendment to Sales Agreement, effective as of November 2, 2023 (the “Amendment”), with Barclays Capital Inc., BofA Securities, Inc., HSBC Securities (USA) Inc., H.C. Wainwright & Co., LLC, Roth Capital Partners, LLC and ThinkEquity LLC (the “Agents”), amending the Sales Agreement entered into between the Company and the Agents, dated as of September 2, 2022 (the “Sales Agreement”), relating to the “at-the-market” offering program pursuant to which the Company may issue and sell from time to time shares of its common stock, par value $ 0.001 per share, having an aggregate offering price of up to $ 250,000 through the Agents, as the Company’s sales agents. The Amendment revises the term “Registration Statement” as used in the Sales Agreement to the Company’s new shelf registration statement on Form S-3, as amended (File No. 333-275123), and revises the term “Prospectus Supplement” as used in the Sales Agreement to the Company’s prospectus supplement dated November 2, 2023, relating to the “at-the-market” offering program contemplated by the Sales Agreement. During the year ended December 31, 2023, the Company sold 30,914,695 shares of its common stock pursuant to the ATM program for gross proceeds of approximately $ 116,651 and net proceeds of approximately $ 114,317 after deducting offering expenses. During the year ended December 31, 2024, the Company sold an aggregate of 8,970,010 shares of common stock aggregate gross proceeds of $ 27,004 , less issuance costs of $ 608 , for net proceeds of $ 26,396 . As of December 31, 2024, the Company has approximately $ 98,648 available under this ATM program. COMMON STOCK 2022 During the year ended December 31, 2022, the Company issued an aggregate of 799,048 shares as compensation for services. The shares had an issuance date fair value of $ 6,087 . F- 43 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 11. STOCKHOLDERS’ EQUITY – CONTINUED COMMON STOCK - CONTINUED 2023 During the year ended December 31, 2023, the Company issued an aggregate of 557,733 shares of common stock pursuant to exercises of warrants to purchase an aggregate of 557,733 shares of common stock for aggregate net proceeds of $ 835 . During the year ended December 31, 2023, the Company issued an aggregate of 8,235 shares of common stock with an issuance date fair value of $ 35 in satisfaction of a common stock liability. During the year ended December 31, 2023, the Company issued an aggregate of 393,240 shares of the Company’s common stock pursuant to the cashless exercise of 796,940 options and warrants. The options had a weighted average exercise price of $ 3.35 per share and the warrants had a weighted average exercise price of $ 4.25 per share. During the year ended December 31, 2023, the Company received 27,681 shares of common stock with a value of $ 197 which were surrendered by the recipients for payroll tax purposes. These shares were surrendered and cancelled as of December 31, 2023. During the year ended December 31, 2023, the Company issued an aggregate of 370,899 shares of common stock with an issuance date fair value of $ 2,600 in satisfaction of accrued issuable equity to its former Chief Executive Officer. See Note 16 – Commitments and Contingencies – Separation Agreement for additional details. See Note 8 – Notes Payable and Consideration Payable for details of the issuance of 158,372 shares of common stock in connection with the extinguishment of notes payable. During the year ended December 31, 2023, the Company issued an aggregate of 5,866 shares of common stock for services to a board member with an issuance date fair value of $ 132 . During the year ended December 31, 2023, the Company issued an aggregate of 103,843 shares of common stock with an issuance date fair value of $ 128 as compensation to employees and its former Chief Executive Officer. During the year ended December 31, 2023, the Company issued an aggregate of 376,778 shares of common stock for services to employees with an aggregate issuance date fair value of $ 3,104 . During the year ended December 31, 2023, the Company issued an aggregate of 146,475 shares of common stock for services to an employee with an issuance date fair value of $ 334 . 2024 During the year ended December 31, 2024, the Company issued an aggregate of 837 shares of common stock for services to an employee with an issuance date fair value of $ 2 and will be recognized ratably over the vesting term. On the grant date, 279 shares vested immediately, 279 shares vested on April 1, 2024, and the remaining 279 shares will vest on April 1, 2025. Expenses related to this award are included within compensation expense on the consolidated statements of operations. During the year ended December 31, 2024, the Company issued an aggregate of 157,870 shares of common stock upon vesting of restricted stock units to employees for services with an aggregate grant date fair value of $ 1,455 . Expenses related to this award were included within compensation expense on the consolidated statements of operations. During the year ended December 31, 2024, the Company granted an aggregate of 986,563 shares of restricted stock with an aggregate grant date fair value of $ 2,854 which will be recognized ratably over the vesting terms. The restricted stock has vesting dates ranging from April 15, 2024 to June 30, 2027. Expenses related to this award are included within compensation expense on the consolidated statements of operations. F- 44 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 11. STOCKHOLDERS’ EQUITY – CONTINUED STOCK-BASED COMPENSATION The Company recognized stock-based compensation expense related to common stock, stock options and warrants for the years ended December 31, 2024, 2023, and 2022, of $ 3,525 , $ 22,039 , $ 15,913 , respectively, which is included within compensation expense on the consolidated statement of operations. As December 31, 2024, there was $ 2,709 of unrecognized stock-based compensation expense that will be recognized over the weighted average remaining vesting period of 1.11 years. On July 29, 2022, Michael D. Farkas, the Company’s Chairman and Chief Executive Officer, and other senior executives of the Company who are responsible for the acquisition and integration of SemaConnect were granted one-time performance-based restricted stock awards under the Company’s 2018 Incentive Compensation Plan. A total number of 590,458 shares of common stock, with a market value on the grant date of $ 12,000 , were awarded to the executives. The agreements provide that Messrs. Farkas, Brendan S. Jones, President, Michael P. Rama, Chief Financial Officer, Aviv Hillo, General Counsel, and Harjinder Bhade, Chief Technology Officer, will each receive 472,367 , 47,237 , 23,618 , 23,618 and 23,618 shares of common stock, respectively. The awards of performance-based restricted stock are intended to provide an appropriate incentive structure for the executive management team of the Company to integrate and commercialize the SemaConnect acquisition given the transformational nature of the acquisition in a way that is aligned with stockholder interests. The awards of these performance-based restricted stock become vested based on a series of six performance hurdles that must be achieved before the third anniversary of the grants, as described in greater detail below. In addition to the closing of the SemaConnect acquisition with certain cost savings as the initial 20% vesting event, the vesting of the remaining 80% of the restricted stock is generally determined based on the (i) integration of SemaConnect’s hardware and software platforms, (ii) integration of its business processes, (iii) integration of its human capital processes, (iv) delivery and execution of a product rationalization roadmap and new production ready units for UL certification, and (v) our common stock’s closing price reaching on average for a period of ten consecutive trading days a price of $23.78, which is 50% over the price paid by us to SemaConnect shareholders in the acquisition, in each case without regard to the order of achieving the foregoing hurdles. The Board has discretion to determine when each performance hurdle has been achieved and to accelerate awards pursuant to the program. WARRANT AND OPTION VALUATION The Company has computed the fair value of certain warrants and options granted using the Black-Scholes option pricing model. Option forfeitures are reduction of previous expensed amount at the time of occurrence. The expected term used for options issued is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” employee option grants. The Company is utilizing an expected volatility figure based on a review of the historical volatility of the Company over a period equivalent to the expected life of the instrument being valued. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. F- 45 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 11. STOCKHOLDERS’ EQUITY – CONTINUED STOCK OPTIONS In applying the Black-Scholes option pricing model to options granted, the Company used the following assumptions: SUMMARY OF BLACK-SCHOLES OPTION PRICING MODEL TO STOCK OPTIONS GRANTED ASSUMPTION For the Years Ended December 31, 2024 2023 2022 Risk free interest rate 3.60 %- 4.64 % 3.00 %- 4.14 % 2.47 %- 3.25 % Expected term (years) 6.00 5.00 1.00 - 8.00 Expected volatility 110.3 %- 125.9 % 115.9 %- 117.3 % 115 %- 133.4 % Expected dividends 0.00 % 0.00 % 0.00 % During the year ended December 31, 2022, the Company issued an aggregate of 5,955 shares of common stock pursuant to option exercises for aggregate net proceeds of $ 10 . A summary of the option activity during the year ended December 31, 2024 is presented below: SUMMARY OF OPTIONS ACTIVITY Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Shares Price In Years Value Outstanding, January 1, 2024 936,245 $ 24.68 Granted 128,303 5.37 Exercised - - Cancelled/forfeited/expired ( 78,383 ) 8.70 Outstanding, December 31, 2024 986,165 $ 26.27 5.4 $ - Exercisable, December 31, 2024 916,635 $ 27.63 5.1 $ - F- 46 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 11. STOCKHOLDERS’ EQUITY – CONTINUED STOCK OPTIONS – CONTINUED The following table presents information related to stock options as of December 31, 2024: SCHEDULE OF STOCK OPTIONS Options Outstanding Options Exercisable Weighted Weighted Range of Average Outstanding Average Exercisable Exercise Exercise Number of Remaining Life Number of Price Price Options In Years Options $ 1.73 -$ 9.14 $ 2.93 273,640 1.0 229,780 $ 15.51 -$ 38.45 $ 34.55 671,993 3.4 646,323 $ 40.82 -$ 59.22 $ 46.50 40,532 0.7 40,532 986,165 5.1 916,635 The weighted average estimated fair value of the options granted during the years ended December 31, 2024, 2023, and 2022 were $ 4.09 , $ 12.54 , and $ 14.70 per share. STOCK WARRANTS Note 10 – Fair Value Measurement and elsewhere within this note for additional details. During the year ended December 31, 2022, the Company issued an aggregate of 8,093 shares of common stock pursuant to cashless warrant exercises (of which, warrants to purchase 9,600 shares of common stock with a weighted average exercise price of $ 3.40 per share were exercised) and an aggregate of 73,336 shares of common stock pursuant to warrant exercises for aggregate net proceeds of $ 210 . In applying the Black-Scholes option pricing model to warrants granted, the Company used the following assumptions: SUMMARY OF BLACK-SCHOLES OPTION PRICING MODEL TO WARRANTS GRANTED ASSUMPTION For the Years Ended December 31, 2024 2023 2022 Risk free interest rate N/A 3.39 %- 4.03 % N/A Expected term (years) N/A 5.00 N/A Expected volatility N/A 115.9 %- 133.4 % N/A Expected dividends N/A 0.00 % N/A F- 47 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 11. STOCKHOLDERS’ EQUITY – CONTINUED STOCK WARRANTS – CONTINUED The following table accounts for the Company’s warrant activity for the year ended December 31, 2024: SCHEDULE OF WARRANT ACTIVITY Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Shares Price In Years Value Outstanding, January 1, 2024 1,145,914 $ 9.69 Issued - - Exercised - - Outstanding, December 31, 2024 1,145,914 $ 9.69 3.2 $ - Exercisable, December 31, 2024 1,145,914 $ 9.69 3.2 $ - The following table presents information related to stock warrants as of December 31, 2024: SCHEDULE OF STOCK WARRANTS Warrants Outstanding Warrants Exercisable Weighted Weighted Range of Average Outstanding Average Exercisable Exercise Exercise Number of Remaining Life Number of Price Price Warrants In Years Warrants $ 8.82 -$ 11.56 $ 9.69 1,145,914 3.2 1,145,914 1,145,914 3.2 1,145,914 F- 48 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 12. INCOME TAXES The Company is subject to U.S. federal, state and foreign income taxes. The income tax provision (benefit) for the years ended December 31, 2024, 2023, and 2022 consisted of the following: SCHEDULE OF INCOME TAX PROVISION (BENEFIT) For the Years Ended December 31, 2024 2023 2022 Federal: Current $ - $ - $ - Deferred ( 9,133 ) ( 7,129 ) ( 22,605 ) State: Current 177 - - Deferred ( 2,564 ) 426 ( 1,430 ) Foreign: Current 538 1,493 317 Deferred ( 3,513 ) ( 7,995 ) ( 4,120 ) ( 14,495 ) ( 13,205 ) ( 27,837 ) Change in valuation allowance 15,209 14,699 28,145 Provision for income taxes $ 714 $ 1,494 $ 308 No federal current tax provision has been recorded for the years ended December 31, 2024, 2023, and 2022 because the Company had net operating losses for federal tax purposes. However, a foreign tax provision was recorded related to the Company’s operations in India. The net operating loss carryovers may be subject to annual limitations under Internal Revenue Code Section 382, and similar state provisions, should there be a greater than 50% ownership change as determined under the applicable income tax regulations. The amount of the limitation would be determined based on the value of the company immediately prior to the ownership change and subsequent ownership changes could further impact the amount of the annual limitation. An ownership change pursuant to Section 382 may have occurred in the past or could happen in the future, such that the NOLs available for utilization could be significantly limited. The Company will perform a Section 382 analysis in the future. The related decrease in the deferred tax asset will be offset by the decrease in valuation allowance. F- 49 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 12. INCOME TAXES – CONTINUED A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: SUMMARY OF RECONCILIATION OF STATUTORY FEDERAL INCOME TAX RATE AND EFFECTIVE INCOME TAX RATE 2024 2023 2022 For the Years Ended December 31, 2024 2023 2022 Tax benefit at federal statutory rate ( 21.0 )% ( 21.0 )% ( 21.0 )% State income taxes, net of federal benefit ( 1.2 )% 0.2 % ( 1.3 )% Permanent differences: Stock compensation 0.2 % 1.5 % 0.6 % Impairment of intangibles and goodwill 13.5 % 9.8 % 0.0 % Section 162(m) 0.0 % 1.9 % 1.7 % Other permanent differences 0.0 % 0.2 % 0.7 % Tax credits 0.0 % 0.0 % 0.0 % Income from non-includable foreign entities 2.0 % 1.8 % 4.3 % Deferred adjustments and true-up 0.6 % 2.3 % ( 11.2 )% Change in valuation allowance 7.7 % 7.3 % 30.8 % Foreign tax ( 1.5 )% ( 3.2 )% ( 4.2 )% Effective income tax rate 0.4 % 0.7 % 0.3 % The Company has determined that a valuation allowance for the entire net deferred tax asset is required. A valuation allowance is required if, based on the weight of evidence, it is more likely than not that some or the entire portion of the deferred tax asset will not be realized. After consideration of all the evidence, both positive and negative, management has determined that a full valuation allowance is necessary to reduce the deferred tax asset to zero, the amount that will more likely not be realized. The disaggregation of the Company’s domestic and foreign pre-tax loss for the years ended December 31, 2024, 2023, and 2022, is as follows: SCHEDULE OF DISAGGREGATION OF DOMESTIC AND FOREIGN PRE-TAX LOSS 2024 2023 2022 For the Year Ended December 31, 2024 2023 2022 U.S. $ ( 178,810 ) $ ( 151,883 ) $ ( 76,528 ) Foreign ( 18,608 ) ( 50,316 ) ( 14,724 ) Total $ ( 197,418 ) $ ( 202,199 ) $ ( 91,252 ) F- 50 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 12. INCOME TAXES – CONTINUED The tax effects of temporary differences that give rise to deferred tax assets and liabilities are presented below: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2024 2023 December 31 2024 2023 Deferred Tax Assets: Net operating loss carryforwards-federal $ 71,205 $ 64,075 Net operating loss carryforwards-states 12,160 9,837 Net operating loss carryforwards-UK 6,560 4,759 Net operating loss carryforwards-Belgium 10,523 8,454 Tax credits 686 656 Stock-based compensation 560 1,542 Accruals 958 513 Deferred revenue 1,763 2,052 Allowance for doubtful accounts 1,536 1,180 Goodwill 682 714 Capitalized Sec.174 R&D 2,148 1,154 Lease liability 1,945 1,781 Other 1,956 497 Deferred tax assets, gross 112,682 97,214 Deferred Tax Liabilities: Intangible assets ( 2,197 ) ( 3,743 ) Fixed assets ( 3,453 ) ( 2,226 ) Unrealized gain/loss ( 175 ) ( 80 ) Lease Asset ( 1,685 ) ( 1,644 ) Other ( 257 ) ( 81 ) Deferred tax liabilities, gross ( 7,767 ) ( 7,774 ) Net deferred tax assets 104,915 89,440 Valuation allowance ( 104,889 ) ( 89,414 ) Deferred tax assets, net of valuation allowance 26 26 Change in valuation allowance $ 15,475 $ 21,024 As of December 31, 2024, the Company had net operating loss carry forwards for federal income tax purposes of approximately $ 339,082 of which, $ 86,636 may be used to offset future taxable income through 2037 and the remaining $ 252,446 of net operating loss carry forwards incurred after 2017, do not have an expiration date. In addition, state NOLs carryforwards available are approximately $ 224,120 , as of December 31, 2024. As of December 31, 2024, the Company had net operating loss carry forwards for foreign income tax purposes of $ 76,616 , these net operating losses carry forwards can be carried forward indefinitely. The Company also has approximately $ 686 in business credits expiring between 2030 and 2043 . F- 51 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 13. RELATED PARTIES JOINT VENTURE The Company and a group of three Cyprus entities entered into a shareholders’ agreement on February 11, 2019, pertaining to the parties’ respective shareholdings in a new joint venture entity, Blink Charging Europe Ltd. (the “Entity”), that was formed under the laws of Cyprus on the same date. The Company owns 40 % of the Entity, while the other three parties own 60 %. Subsequently, two of the three other parties exited the joint venture, and the remaining other party acquired the ownership of the exiting parties. The Entity currently owns 100 % of a Greek subsidiary, Blink Charging Hellas SA (“Hellas”), which operates in the electric vehicle market in Greece. The obligation to fund the Entity’s future operations is limited to the Company’s 40 % ownership. The Company recorded $ 203 and $ 0 of sales to Hellas during the years ended December 31, 2024 and 2023 and had a receivable of $ 31 and $ 0 as of December 31, 2024 and December 31, 2023. As of December 31, 2024 and December 31,2023 the Company had a payable of approximately $ 129 and $ 114 , respectively, to Hellas. In addition, the Company has provided working capital of $ 274 and $ 177 as of December 31, 2024 and December 31, 2023, respectively, in Hellas. The Company has written off this working capital contribution, since the Company’s proportion of Hellas’s net losses exceed the working capital contribution. The 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 December 31, 2024, 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 years ended December 31, 2024, 2023, and 2022. BLINK CHARGING UK LIMITED As of December 31, 2024, several close family members of a senior management employee are providing services to Blink Charging UK Limited. For the year ended December 31, 2024, these related parties have collectively provided services worth $ 209 to Blink Charging UK Limited. For the years ended December 31, 2023 and 2022, these related parties have collectively provided services worth $ 359 and $ 95 respectively, These expenses are included within general and administrative expenses on the consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022.   14. EMPLOYEE BENEFIT PLANS The Company has defined-contribution plans for which employees meeting certain age and length of service requirements may contribute up to the defined statutory limit. These plans provide discretionary employer matching contributions to eligible employees up to certain statutory annual limits. Employer contributions to these plans were $ 921 , $ 652 , and $ 238 for the years ended December 31, 2024, 2023, and 2022, respectively. F- 52 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 15. LEASES Total operating lease expenses for the year ended December 31, 2024, 2023, and 2022, were $ 2,610 , $ 1,803 , and $ 789 , respectively, and are recorded in other operating expenses on the consolidated statements of operations. Operating lease expenses consist of rent expense, common area maintenance adjustments, variable lease costs, and other expenses. As of December 31, 2024, the Company had $ 132 of right-of-use assets that were classified as financing leases for vehicles associated with the operations of Blink Mobility and are included as a component of property and equipment on the consolidated balance sheet as of December 31, 2024. The duration of the leases is three years and the Company is expected to pay approximately $ 1,020 throughout the term. As of December 31, 2024, the Company did not have additional operating and financing leases that have not yet commenced. During the years ended December 31, 2024, 2023, and 2022 the Company recorded $ 13 and $ 37 , and $ 38 of interest expense related to finance leases, respectively, which were recorded within interest expense on the consolidated statements of operations. During the years ended December 31, 2024, 2023, and 2022 the Company recorded amortization expense of $ 618 , $ 1,226 , and $ 659 related to finance leases, respectively. Supplemental cash flows information related to leases was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOWS INFORMATION RELATED TO LEASES 2024 2023 2022 For The Years Ended December 31, 2024 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 3,222 $ 3,672 $ 825 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 3,222 $ 3,672 $ 825 Financing cash flows from finance leases $ 596 $ 2,837 $ 217 Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows from finance leases $ 596 $ 2,837 $ 217 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 3,205 $ 7,401 $ 1,787 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 3,205 $ 7,401 $ 1,787 Finance leases $ 53 $ 2,798 $ 931 Right-of-use assets obtained in exchange for lease obligations: Finance leases $ 53 $ 2,798 $ 931 Weighted Average Remaining Lease Term Operating leases 2.63 2.74 3.66 Finance leases 0.30 1.71 2.50 Weighted Average Discount Rate Operating leases 7.4 % 7.5 % 4.9 % Finance leases 6.2 % 6.4 % 6.2 % Future minimum payments under non-cancellable leases as of December 31, 2024 were as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS For the Years Ending December 31, Operating Lease Finance Lease 2025 $ 4,428 $ 41 2026 2,683 41 2027 1,682 37 2028 1,065 27 2029 1,374 27 Thereafter 1,397 - Total future minimum lease payments 12,629 173 Less: imputed interest ( 2,251 ) ( 42 ) Total $ 10,378 $ 131 F- 53 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 16. COMMITMENTS AND CONTINGENCIES LITIGATION, DISPUTES AND SETTLEMENTS The Company may be subject to lawsuits, investigations, intellectual property matters, claims and proceedings, including, but not limited to, contractual disputes with vendors and customers and liabilities related to employment, health and safety matters that may arise in the ordinary course of business. The Company accrues for losses that are both probable and reasonably estimable. Loss contingencies are subject to significant uncertainties and, therefore, determining the likelihood of a loss and/or the measurement of any loss can be complex and subject to change. The Company believes it has recorded adequate provisions for any such lawsuits, investigations, claims, and proceedings as of December 31, 2024, 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. In August 2020, a purported securities class action lawsuit, captioned Bush v. Blink Charging Co. et al., Case No. 20-cv-23527, was filed in the United States District Court for the Southern District of Florida against the Company, Michael Farkas (Blink’s former Chairman of the Board and Chief Executive Officer), and Michael Rama (Blink’s Chief Financial Officer) (the “Bush Lawsuit”). In September 2020, another purported securities class action lawsuit, captioned Vittoria v. Blink Charging Co. et al., Case No. 20-cv-23643, was filed in the United States District Court for the Southern District of Florida against the same defendants and seeking to recover the same alleged damages. Following consolidation of the two actions and the court appointing Tianyou Wu, Alexander Yu and H. Marc Joseph to serve as the Co-Lead Plaintiffs, the Co-Lead Plaintiffs filed an Amended Complaint in February 2021. The Amended Complaint alleged, among other things, that the defendants made false or misleading statements about the size and functionality of the Blink Network and asserted claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. In April 2021, Blink and the other defendants filed a motion to dismiss the Amended Complaint. In November 2023, the court dismissed Co-Lead Plaintiffs’ claims relating to the size of Blink’s charging network and denied the remainder of the motion to dismiss. Following a mediation in April 2024, the parties agreed to the terms of a settlement in which the Defendants agreed to pay $3,750 (inclusive of attorneys’ fees and administrative costs) in exchange for the dismissal with prejudice of all claims. On October 21, 2024, the Court held a final settlement hearing, approved the settlement, dismissed the Bush Lawsuit with prejudice, and closed the case. The full settlement amount has been paid by the Company’s Directors’ and Officers’ insurance policies. In September 2020, a shareholder derivative lawsuit, captioned Klein (derivatively on behalf of Blink Charging Co.) v. Farkas et al., Case No. 20- 19815CA01, was filed in Miami-Dade County Circuit Court seeking to pursue claims belonging to the Company against Blink’s Board of Directors and Michael Rama (the “Klein Lawsuit”). Blink is named as a nominal defendant. The Klein Lawsuit asserted that the Director defendants caused Blink to make the statements at issue in the securities class action and, as a result, the Company incurred costs defending against the Bush Lawsuit and other unidentified investigations. The Klein Lawsuit asserted claims against the Director defendants for breach of fiduciary duties and corporate waste and against all of the defendants for unjust enrichment. Klein did not quantify the alleged damages in his complaint, but he sought damages sustained by the Company as a result of the defendants’ alleged breaches of fiduciary duties, corporate governance changes, restitution, and disgorgement of profits from the defendants and attorneys’ fees and other litigation expenses. 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. The action remains stayed. The Company wholly and completely disputes the allegations. The Company has retained legal counsel to defend the action vigorously. The Company has not recorded an accrual related to this matter as of December 31, 2024, as it determined that any such loss contingency was either not probable or estimable. In February 2022, a 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”). Blink is named as a nominal defendant. The McCauley Lawsuit asserted similar claims and sought similar damages as the Klein Lawsuit. The action remains stayed. The Company wholly and completely disputes the allegations. The Company has retained legal counsel to defend the action vigorously. The Company has not recorded an accrual related to this matter as of December 31, 2024, as it determined that any such loss contingency was either not probable or estimable. F- 54 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 16. COMMITMENTS AND CONTINGENCIES – CONTINUED SEPARATION AGREEMENT On June 21, 2023, the Company and its former Chief Executive Officer Michael D. Farkas entered into a separation and general release agreement, dated as of June 20, 2023 (the “Separation Agreement”) pursuant to Mr. Farkas’ May 1, 2023 termination of employment and the terms of Mr. Farkas’ employment agreement, effective as of January 1, 2021 (the “Employment Agreement”). The Separation Agreement became effective on June 28, 2023, following a statutory revocation period. Under the terms of the Separation Agreement, the Company agreed to provide Mr. Farkas with (i) $ 6,028 in cash compensation, (ii) 383,738 shares of the Company’s common stock and (iii) reimbursement for medical benefits under COBRA for 24 months or until Mr. Farkas becomes eligible for coverage under another employer’s group plan. In addition, Mr. Farkas’ outstanding issued and unvested equity awards became vested and, as a result, the Company recognized approximately $ 2,900 of stock-based compensation expense during the year ended December 31, 2023 related to the accelerated awards. In return, Mr. Farkas agreed that he has received all compensation to which he is entitled with respect to his employment or termination thereof (except for any obligations under the parties’ Commission Agreement, dated as of November 17, 2009) and Mr. Farkas released the Company from all claims that he might have related to his employment. Further, Mr. Farkas acknowledged that the terms of his non-competition and non-solicitation covenants under his Employment Agreement remain in effect, except that Mr. Farkas will be permitted to continue to work with certain individuals with whom he has a current relationship outside of the Company. During the year ended December 31, 2023, the Company issued 383,738 shares of common stock with an issuance date fair value of $ 2,900 to Mr. Farkas in connection with the Separation Agreement. F- 55 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 17. SEGMENT REPORTING The Chief Executive Officer is the Chief Operating Decision Maker (“CODM”). The CODM organizes the Company, manages resource allocations and measures performance as one operating and reportable segment. The Company manufactures, owns, and operates residential and commercial EV charging solutions, including its Blink Networks and EVSE, to support EV drivers at various locations. Furthermore, the Company owns and operates an EV car-sharing and ride-sharing program that allows customers to share electric vehicles through subscription services and charge those cars through charging stations. The CODM is provided asset information by reportable segment as asset information is provided to the CODM on a consolidated basis. The CODM reviews the following information on a consolidated basis: revenues, cost of revenues, gross profit, compensation expense and operating loss in order to allocate operating and capital resources and assesses performance of the Company by comparing actual results to historical results and previously forecasted financial information. Other than certain disaggregated expense information provided in relation to other operating expenses, significant expenses regularly provided to the CODM are presented as shown on the statement of operations. The CODM is also regularly provided disaggregated expense information for other operating expenses, which is disaggregated between software costs and other expenses as shown in the table below: SCHEDULE OF DISAGGREGATED EXPENSE INFORMATION FOR OTHER OPERATING EXPENSES 2024 2023 2022 For The Years Ended December 31, 2024 2023 2022 Other operating expenses Software 4,947 3,343 1,578 Other (1) 15,444 14,482 14,067 Total other operating expenses $ 20,391 $ 17,825 $ 15,645 (1) Includes operating lease expense, insurance expense, office expenses and travel expenses. The following table sets forth our long-lived assets by geographic area, which consists of property and equipment, net and operating lease right-of-use assets: SCHEDULE OF LONG-LIVED ASSETS BY GEOGRAPHIC AREA 2024 2023 December 31, 2024 2023 United States $ 35,035 $ 33,274 International 12,848 11,584 Total $ 47,883 $ 44,858 For information regarding revenue disaggregated by geography and revenue concentrations, see Note 2 — Summary of Significant Accounting Policies. For additional information related to goodwill, see Note 6 - Goodwill. F- 56 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 18. REVISION OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS In connection with the preparation of the Company’s consolidated financial statements for the year ended December 31, 2024, the Company identified a number of misstatements and omitted disclosure items in the Company’s previously issued financial statements as summarized below. The identified misstatements impacted certain components of the balance sheet and statement of cash flows in the consolidated financial statements included in the Form 10-K for the year ended December 31, 2023. 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 consolidated financial statements as of and for the year ended December 31, 2023. However, the Company concluded the financial statements should be revised for these errors. Note 2 — Summary of Significant Accounting Policies - Marketable Securities 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. A summary of the corrections to the impacted financial statement line items in the Company’s previously issued consolidated balance sheet and consolidated statement of cash flows as of and for the year ended December 31, 2023. SCHEDULE OF PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS Consolidated Balance Sheet (in thousands) As of December 31, 2023 As Previously Revision As Reported Adjustments Revised Assets Current Assets: Cash and cash equivalents $ 121,691 $ ( 22,970 ) $ 98,721 Marketable securities $ - $ 22,970 $ 22,970 Total Current Assets $ 221,734 $ - $ 221,734 Total Assets $ 428,519 $ - $ 428,519 Consolidated Statement of Cash Flows (in thousands) For The Year Ended December 31, 2023 As Previously Revision As Reported Adjustments Revised Cash Flows From Investing Activities: Proceeds from sale of marketable securities $ - $ 16,442 $ 16,442 Purchase of marketable securities $ - $ ( 39,412 ) $ ( 39,412 ) Net Cash Used In Investing Activities $ ( 13,240 ) $ ( 22,970 ) $ ( 36,210 ) Net Increase In Cash and Cash Equivalents and Restricted Cash $ 85,137 $ ( 22,970 ) $ 62,167 Cash and Cash Equivalents and Restricted Cash - Beginning of Year $ 36,633 $ - $ 36,633 Cash and Cash Equivalents and Restricted Cash - End of Year $ 121,770 $ ( 22,970 ) $ 98,800 Cash and cash equivalents and restricted cash consisted of the following: Cash and cash equivalents $ 121,691 $ ( 22,970 ) $ 98,721 Restricted cash $ 79 $ - $ 79 Cash and Cash Equivalents and Restricted Cash - End of Year $ 121,770 $ ( 22,970 ) $ 98,800 Note 10 — Fair Value Measurement As a result of this error in classification, the Company omitted disclosures related to the fair value measurement of marketable securities and money market funds as Level 1 financial instruments from the 2023 consolidated financial statements. F- 57 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 18. REVISION OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED Additionally, the Company revised certain notes for immaterial errors, including omission of disclosure, as described below: Note 2 — Summary of Significant Accounting Policies - Accounts Receivable The Company omitted the expected credit loss roll-forward schedule from the 2023 consolidated financial statements. Note 6 — Goodwill The Company omitted the goodwill impairment by reporting unit in the roll-forward schedule from the 2023 consolidated financial statements. Note 7 — Accrued Expenses The Company omitted the disclosure related to liabilities that represent 5% or greater of total current liabilities from the 2023 consolidated financial statements. F- 58 BLINK CHARGING CO. Notes to Consolidated Financial Statements (in thousands, except for share and per share amounts) 19. SUBSEQUENT EVENTS MERGER AGREEMENT AMENDMENT On March 10, 2025, the Company’s indirect wholly owned subsidiary, Envoy Technologies, Inc. (“Envoy Technologies”), entered into Amendment No. 1 (the “Amendment”) to the Agreement and Plan of Merger, dated as of April 18, 2023 (the “Merger Agreement”), by and among the Company, Envoy Mobility, Inc. (formerly Blink Mobility, LLC), Envoy Technologies and Fortis Advisors LLC, as equityholders’ agent. The Amendment extended the date by which Envoy Technologies would need to complete an underwritten initial public offering by 45 days (to June 2, 2025 from April 18, 2025) in order to issue shares of Envoy Technologies common stock to the former shareholders of Envoy Technologies under the terms of the Merger Agreement, while the deadline for a direct listing remains April 18, 2025. In consideration for the extension, the value of the Envoy Technologies shares of common stock to be issued to the former shareholders of Envoy Technologies was increased to $ 23,000 from $ 22,500 . SALE OF COMMON STOCK Subsequent to December 31, 2024, the Company sold an aggregate of 681,330 shares of common stock aggregate gross proceeds of $ 909 . F- 59