What changed in this filing

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Item 1. Financial Statements

2025-05-12 compared with 2024-11-12 · 538 added, 536 removed, 285 unchanged (79% of the section changed)

FINANCIAL STATEMENTS.

Condensed Consolidated Balance Sheets

thousands, except for share amounts)

September 30,

Current Assets:

Cash and cash equivalents

Marketable securities

Accounts receivable, net

4 unchanged sentences

Property and equipment, net

Operating lease right-of-use assets

Operating lease right-of-use asset

Intangible assets, net

3 unchanged sentences

Accrued expenses and other current liabilities

Current portion of consideration payable

Notes payable

Current portion of operating lease liabilities

2 unchanged sentences

Total Current Liabilities

Consideration payable, non-current portion

Consideration payable

Operating lease liabilities, non-current portion

Financing lease liabilities, non-current portion

Other liabilities

Deferred revenue, non-current portion

Other liabilities

Total Liabilities

1 unchanged sentence

Stockholders’ Equity:

Common stock, $ 0.001 par value, 500,000,000 shares authorized, 101,154,412 and

92,818,233 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively

Preferred stock, $ 0.001 par value, 40,000,000 shares authorized, 0 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

Common stock, $ 0.001 par value, 500,000,000 shares authorized, 102,722,918 and 101,970,907 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital

7 unchanged sentences

For The Three Months Ended

For The Nine Months Ended

September 30,

Product sales

Charging service revenue - company-owned charging stations

Charging service revenue

Grant and rebate

3 unchanged sentences

Cost of product sales

Cost of charging services - company-owned charging stations

Cost of charging services

Host provider fees

8 unchanged sentences

Change in fair value of consideration payable

Impairment of intangible assets

Impairment of goodwill

Total Operating Expenses

Loss From Operations

Other Income (Expense):

Other (Expense) Income, Net:

Interest expense

Gain (loss) on extinguishment of notes payable

Change in fair value of derivative and other accrued liabilities

Other expense

Dividend and interest income

Total Other Income (Expense)

Total Other Income

Loss Before Income Taxes

$ ( 111,914 )

$ ( 124,447 )

$ ( 182,779 )

Benefit (provision) for income taxes

$ ( 112,721 )

$ ( 124,621 )

$ ( 184,004 )

Provision for income taxes

Net Loss Per Share:

5 unchanged sentences

For the Three Months Ended

For the Nine Months Ended

September 30,

$ ( 112,721 )

$ ( 124,621 )

$ ( 184,004 )

Other Comprehensive Income (Loss):

Other Comprehensive Loss:

Cumulative translation adjustments

Total Comprehensive Loss

$ ( 114,399 )

$ ( 123,659 )

$ ( 185,387 )

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

Condensed Consolidated Statements of Changes in Stockholders’ Equity

the Three and Nine Months Ended September 30, 2024

the Three Months Ended March 31, 2025

thousands, except for share amounts)

Preferred Stock

Comprehensive

7 unchanged sentences

$ ( 756,562 )

Stock-based compensation

Common stock issuance, net

Other comprehensive loss

Balance - June 30, 2024

$ ( 574,955 )

Stock-based compensation

Other comprehensive loss

Balance - September 30, 2024

$ ( 662,344 )

[1] Includes gross

proceeds of $ 25,651 ,

less issuance costs of $ 581 .

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

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

Condensed Consolidated Statements of Changes in Stockholders’ Equity

the Three and Nine Months Ended September 30, 2023

the Three Months Ended March 31, 2024

thousands, except for share amounts)

Preferred Stock

Comprehensive

2 unchanged sentences

$ ( 537,723 )

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

Common stock issued upon exercises of warrants

Stock-based compensation

Other comprehensive loss

Balance - March 31, 2023

$ ( 537,723 )

Stock-based compensation

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

Reclassification of common stock liability to equity

Common stock issued upon cashless exercise of options and warrants

Other comprehensive income

Balance - June 30, 2023

$ ( 405,313 )

Common stock issued in public offering, net of issuance costs [3]

Surrender and cancellation of common stock

Stock-based compensation

Common stock issued in connection with extinguishment of notes payable

Common stock issued in satisfaction of accrued issuable equity

Other comprehensive loss

Balance - September 30, 2023

Balance - March 31, 2024

$ ( 554,896 )

1 unchanged sentence

[1] Includes gross

proceeds of $ 100,000 ,

less issuance costs of $ 5,234 .

[2] Includes gross

proceeds of $ 18,868 ,

less issuance costs of $ 380 .

[3] Includes gross

proceeds of $ 9,392 ,

less issuance costs of $ 267 .

proceeds of $ 25,651 , less issuance costs of $ 581 .

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

Condensed Consolidated Statements of Cash Flows

For The Nine Months Ended

September 30,

For The Three Months Ended

Cash Flows From Operating Activities:

$ ( 124,621 )

$ ( 184,004 )

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

1 unchanged sentence

Non-cash lease expense

Change in fair value of contingent consideration

Loss (gain) on disposal of fixed assets

3 unchanged sentences

Provision for credit losses

(Gain) loss on extinguishment of notes payable

Impairment of goodwill

Impairment of intangible assets

Stock-based compensation:

2 unchanged sentences

Prepaid expenses and other current assets

Accounts payable and accrued expenses

Accounts payable, accrued expenses, and other current liabilities

Other liabilities

4 unchanged sentences

Cash Flows From Investing Activities:

Purchase consideration of Envoy, net of cash acquired

Proceeds from sale of marketable securities

Purchase of marketable securities

Capitalization of engineering costs

Purchases of property and equipment

Net Cash Used In Investing Activities

Net Cash Provided By (Used In) Investing Activities

Cash Flows From Financing Activities:

1 unchanged sentence

Repayment of note payable

Proceeds from exercise of options and warrants

Repayment of financing liability in connection with finance lease

Payment of financing liability in connection with internal use software

Net Cash (Used In) Provided By Financing Activities

Net Cash Provided By (Used In) Financing Activities

Effect of Exchange Rate Changes on Cash and Cash Equivalents

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

Net Increase (Decrease) In Cash and Cash Equivalents

and Restricted Cash

Cash and Cash Equivalents and Restricted Cash - Beginning of Period

3 unchanged sentences

Restricted cash

Total Cash and cash equivalents

Cash and cash equivalents

and restricted cash

[1] Includes gross

proceeds of $ 25,651 ,

less issuance costs of $ 581 .

[1] For the three months

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

[1] For the three months

ended March 31, 2024, includes gross proceeds of $ 25,651 , less issuance costs of $ 581 .

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

Condensed Consolidated Statements of Cash Flows — Continued

For The Nine Months Ended

September 30,

For The Three Months Ended

Supplemental Disclosures of Cash Flow Information:

1 unchanged sentence

Non-cash investing and financing activities:

Common stock issued in satisfaction of accrued issuable equity

Surrender and cancellation of common stock

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

Property and equipment obtained in exchange for finance lease obligations

Intangible assets obtained in exchange for financing liability

Note receivable applied to purchase consideration of Envoy

Common stock issuance, net

Transfer of inventory to property and equipment

2 unchanged sentences

thousands, except for share and per share amounts)

BUSINESS ORGANIZATION, NATURE OF OPERATIONS, BASIS OF PRESENTATION AND RISKS AND UNCERTAINTIES

BUSINESS ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION

and Operations

15 unchanged sentences

Blink also operates an EV based ride-sharing

business through its wholly-owned subsidiary, Envoy Mobility, Inc.

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

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.

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.

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 .

See Note 11- Subsequent Events for additional information regarding

the second amendment.

of Presentation

7 unchanged sentences

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

September 30, 2024 and for the three and nine months then ended.

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

30, 2024 are not necessarily indicative of the operating results for the full year ending December 31, 2024 or any other period.

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

and related disclosures of the Company as of December 31, 2023 and for the year then ended, which were filed with the Securities and

Exchange Commission (“SEC”) on March 18, 2024 as part of the Company’s Annual Report on Form 10-K (the “Annual

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands except for share and per share amounts)

March 31, 2025 and for the three months then ended.

The results of operations for the three months ended March 31, 2025 are not necessarily

indicative of the operating results for the full year ending December 31, 2025 or any other period.

These unaudited condensed consolidated

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

Company as of December 31, 2024 and for the year then ended, which were filed with the Securities and Exchange Commission (“SEC”)

on April 9, 2025 as part of the Company’s Annual Report on Form 10-K.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1 unchanged sentence

policies, except as disclosed in this note.

of September 30, 2024, the Company had cash and cash equivalents of $ 64,584 and working capital of $ 96,596

During the three and nine months ended September

30, 2024, the Company incurred a net loss of $ 87,389

and $ 124,621 ,

respectively.

During the nine months ended September 30, 2024, the Company used cash in operating activities of $ 34,830 .

the nine months ended September 30, 2024, the Company sold an aggregate of 8,177,472 shares of common stock under an “at-the-market”

equity offering program for aggregate gross proceeds of $ 25,651 , less issuance costs of $ 581 .

See Note 5 – Stockholders’

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

Historically, the Company

has been able to raise funds to support its business operations, although there can be no assurance that it will be successful in raising

significant additional funds in the future.

The Company expects that its cash on hand will fund its operations for at least 12 months

after the issuance date of these financial statements.

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

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

There is no assurance that

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

There is also no assurance that the amount of funds

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

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

and capital expenditures.

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

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

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

complement its product and service offerings.

The Company is executing its plan designed to improve the Company’s liquidity by

enhancing revenue economics, increasing gross profit through product optimization, integration of acquisitions, and reduction of operating

expenses through cost avoidance and cost cutting strategies.

There can be no assurances that these strategies will be achieved.

of September 30, 2024, the Company’s inventory was comprised $ 24,812 of finished goods that were available for sale and $ 17,500

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 accompanying

condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

March 31, 2025, the Company had cash and cash equivalents of $ 42,024 and working capital of $ 65,720 .

During the three months ended March

31, 2025, the Company incurred a net loss of $ 20,707 and used $ 11,855 of cash in operating activities.

The Company has not yet achieved

profitability and expects to continue to incur cash outflows from operations.

The Company’s future operating needs include the planned

costs to operate its business, including amounts required to fund working capital and capital expenditures.

Because of the

uncertainty of the timing to achieving profitability and cash flows provided by operating activities to support the Company’s future

operating needs, the above conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period

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

Management is undertaking, or has undertaken,

several initiatives to mitigate the conditions or events that raise substantial doubt about our ability to continue as a going concern,

which include the following:

with third parties to raise debt or equity capital;

the Company’s existing arrangements to minimize current and future obligations;

● Successfully

optimizing its products and services and entering into collaborations with other companies;

initiatives to reduce operating expenses, including fully recognizing the synergies of prior

acquisitions.

Historically,

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

During the three months ended March 31, 2025, the Company

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

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

The Company is required

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

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.

Lastly, there can be no assurances that these other

initiatives will be achieved.

based on its considerations, management believes these initiatives can be effectively implemented and will be sufficient to mitigate the

circumstances resulting in substantial doubt for a period not less than one year from the date the condensed consolidated financial statements

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

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

These securities consist primarily

of mutual funds and will be used for future working capital needs.

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

as of each balance sheet date.

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

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

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.

Marketable securities are stated at fair value.

below table provides supplemental information related to marketable securities:

OF SUPPLEMENTAL INFORMATION RELATED TO MARKETABLE SECURITIES

For the Three Months Ended

Net gains recognized during the period on trading securities

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

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

of March 31, 2025, the Company’s inventory was comprised $ 24,113 of finished goods that were available for sale and $ 14 ,728 of

raw material and work in process.

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

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

CURRENCY TRANSLATION

losses attributable to foreign exchange were $ 389

during the three and nine months ended September

30, 2024, respectively.

Transaction gains attributable to foreign exchange were $ 144

during the three and nine months ended September

30, 2023, respectively.

Transaction gains and losses attributable to foreign exchange are included within general and administrative

expenses on the condensed consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023.

HELD FOR SALE

Company initially measures an asset that is classified as held for sale at the lower of its carrying amount or fair value less costs

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.

the first quarter of 2024, the Company commenced plans to sell its approximately 10,000

square feet of office space in Miami Beach, Florida.

The asset is included within property and equipment on the condensed consolidated balance sheet as of September 30, 2024.

carrying value was $ 3,781 and

of September 30, 2024 and December 31, 2023, respectively.

The Company recorded a loss on sale of $ 459 within general and administrative expenses during the three and nine

months ended September 30, 2024.

Subsequent to September 30, 2024, the Company completed the sale of its office

space in Miami Beach, Florida for approximately $ 3,425

Underperforming

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 $ 262 and $ 945 for the three and nine months ended September 30, 2024, respectively, which is included in operating expenses

on the accompanying condensed 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 condensed consolidated financial statements.

losses attributable to foreign exchange were $ 259 and $ 30 during the three months ended March 31, 2025 and 2024, respectively.

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

statements of operations for the three months ended March 31, 2025 and 2024.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

Company recognizes revenue primarily from the following:

Company recognizes revenue primarily from following different types of contracts:

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.

service revenue – company-owned charging stations - Revenue is recognized at the point when a particular charging session

is completed.

fees and warranty – Represents a stand-ready obligation whereby the Company is obligated to perform over a period of time

and, as a result, revenue is recognized on a straight-line basis over the contract term.

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

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.

services – Relates to revenues attributable to a car-sharing services which provides customers the ability to rent electric

vehicles through a subscription service.

– Other revenues are primarily comprised of revenues generated from alternative fuel credits.

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.

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.

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

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

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

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

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

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

Other revenues are also comprised of sales

related to alternative fuel credits.

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

SCHEDULE OF REVENUE RECOGNITION BY CONTRACT

SCHEDULE OF REVENUE RECOGNITION

For The Three Months Ended

For The Nine Months Ended

September 30,

Revenues - Recognized at a Point in Time

Product sales

Charging service revenue - company-owned charging stations

Charging service revenue

Total Revenues - Recognized at a Point in Time

3 unchanged sentences

Car-sharing services

Grant and rebate

Grant and fees rebate

Total Revenues - Other

Total Revenue

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

RECOGNITION - CONTINUED

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

1 unchanged sentence

For The Three Months Ended

For The Nine Months Ended

September 30,

Revenues by Geographical Area

United States

International

1 unchanged sentence

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

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.

of September 30, 2024, the Company had $ 32,285 related to contract liabilities where performance obligations have not yet been satisfied,

which has been included within deferred revenue on the condensed consolidated balance sheets as of September 30, 2024.

Payment terms are generally

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.

Company recognizes revenue from numerous contracts with multiple performance obligations.

For these contracts, the Company allocates

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

each performance obligation.

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

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

The allocation

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

revenue recognized on the contract.

of March 31, 2025, the Company had $ 27,835 related to contract liabilities where performance obligations have not yet been satisfied,

which has been included within deferred revenue on the condensed consolidated balance sheets as of March 31, 2025.

The Company expects

3 unchanged sentences

the expected amortization period is one year or less.

the three and nine months ended September 30, 2024, the Company recognized $ 2,860

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

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

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

606-10-50-12A.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

RECOGNITION – CONTINUED

rebates and alternative fuel credits, which are not within the scope of ASC 606, pertaining to revenues and periodic expenses are recognized

During the three months ended March 31, 2025 and 2024 there was no revenue recognized

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

the three months ended March 31, 2025, the Company recognized $ 2,861 revenues related to network fees and warranty contracts, which

were included in deferred revenues as of December 31, 2024.

During the three months ended March 31, 2025, there was no

revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods.

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

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

1 unchanged sentence

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

useful lives over the useful life of the charging station.

During the three months ended September 30, 2024 and 2023, the Company recognized

respectively, of revenue related to alternative

fuel credits.

During the nine months ended September 30, 2024 and 2023, the Company recognized $ 192

respectively, of revenue related to alternative fuel credits.

services is accounted for under ASC Topic 842, Leases, and pertains to revenues and expenses related to a car-sharing services agreement

with the City of Los Angeles which allows customers the ability to rent electric vehicles through a subscription service.

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.

useful lives.

During the three months ended March 31, 2025 and 2024, the Company recorded $ 160 and $ 583 , respectively, related to grant

and rebate revenue.

During the three months ended March 31, 2025 and 2024, the Company recognized $ 48 and $ 44 , respectively, of revenue

related to alternative fuel credits.

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

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

lease revenues do not include material amounts of variable payments.

The Company does not provide an option for the lessee to purchase

the rented equipment at the end of the lease.

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.

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

Company is unsure of when the customer will return rented equipment.

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

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

The Company’s equipment

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

Lessees do not provide residual value guarantees

on rented equipment.

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

The Company’s equipment

is typically rented for the majority of the time that the Company owns it.

The Company recognizes revenue over the contractual period

of performance of the subscription which are short term in nature.

CONCENTRATIONS

the three months ended September 30, 2024, sales to a significant customer represented 16 %

of total revenue.

the three months ended September 30, 2024 and 2023, the Company made purchases from a significant supplier that represented less

than 10 % and 17 %

of total purchases, respectively.

During the nine months ended September 30, 2024 and 2023, the Company made purchases from the same significant supplier

that represented 15 %

of total purchases, respectively.

As of September 30, 2024, accounts payable to a significant vendor represented 10 %

of total accounts payable.

As of December 31, 2023, accounts payable to two significant vendors were approximately 16 %

of total accounts payable.

RECLASSIFICATIONS

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.

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

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

The Company’s

equipment is generally rented for short periods of time (generally a few minutes to a few hours).

Lessees do not provide residual

value guarantees on rented equipment.

The Company expects to derive significant future benefits from its equipment following

the end of the rental term.

The Company’s equipment is typically rented for the majority of the time that the Company owns it.

The Company recognizes revenue over the contractual period of performance of the subscription which are short term in nature.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

LOSS PER COMMON SHARE

7 unchanged sentences

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

For the Three and Nine Months Ended

September 30,

For the Three Months Ended

Restricted stock units

Total potentially dilutive shares

ISSUED ACCOUNTING STANDARDS

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03 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 condensed consolidated financial statements and related disclosures.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands except for share and per share amounts)

IMPAIRMENT OF GOODWILL

the three months ended September 30, 2024, 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.

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

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 as of September 30, 2024 in certain reporting units.

Consequently, the Company recognized a goodwill impairment

charge of $ 69,111 during the three and nine months ended September 30, 2024 in the condensed consolidated statements of operations.

Company recognized a goodwill impairment charge of $ 89,087 during the three and nine months ended September 30, 2023 in the condensed

consolidated statements of operations.

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 in for all reporting units ranged from 19.50 %

to 23.50 % during the three and nine months ended September 30, 2024.

The discount rate used for all reporting units ranged from 20 %

to 22.5 % during the three and nine months ended September 30, 2023.

on its analysis, the Company determined that the Legacy Blink reporting unit’s carrying value exceeded the estimated fair value

as of September 30, 2024.

Consequently, the Company recognized a goodwill impairment charge of $69,111 during the three and nine months

ended September 30, 2024 in the condensed consolidated statements of operations.

a result of the impairment analysis it was determined that the Mobility reporting unit qualifies as “at risk” for impairment.

The Company quantitatively defines “at risk” as a percentage of the excess of the reporting unit’s fair value over

its carrying amount that is less than 10%.

An “at risk” reporting unit qualitatively represents a reporting unit with

a higher degree of uncertainty of the reporting unit’s ability to meet its forecasted cash flows based upon revenue growth rate

and operating margin assumptions relied upon in the estimation of its fair value.

As of September 2024, the Mobility reporting unit’s

carrying value exceeded its fair value by approximately 4%.

The goodwill attributable to the Mobility reporting unit as of September

30, 2024 was $27,536.

in goodwill during the nine months ended September 30, 2024 were as follows:

SCHEDULE OF GOODWILL

Beginning balance January 1, 2024

Impairment of goodwill

Ending balance September 30, 2024

CONSIDERATION PAYABLE

- NOTES PAYABLE

the nine months ended September 30, 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 condensed consolidated balance sheets.

- NOTES PAYABLE

the nine months ended September 30, 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 condensed consolidated balance sheets.

Changes in consideration payable during the nine months

ended September 30, 2024 were as follows:

OF CHANGES IN CONSIDERATION PAYABLE

Beginning balance January 1, 2024

Repayment of Semaconnect note

Repayment of Envoy note

Change in fair value of consideration payable

Ending balance September 30, 2024

See Note 8 – Fair Value Measurement for additional information.

CONCENTRATIONS

During the three months ended March

31, 2025 and 2024, sales to a significant customer represented less

than 10 % and 14 % of total revenue, respectively.

the three months ended March 31, 2025 and 2024, the Company made purchases from a significant supplier that represented less than 10%

and 10% of total purchases, respectively.

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

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

adoption is permitted in any annual or interim period as of the beginning of the related fiscal year.

The adoption of this pronouncement

on January 1, 2025 did not have a material impact on the Company’s condensed consolidated financial statements.

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 condensed

consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income

Taxes (Topic 740) - Improvements to Income Tax Disclosures, which requires enhanced income tax disclosures that reflect how operations

and related tax risks, as well as how tax planning and operational opportunities, affect the tax rate and prospects for future cash flows.

This standard is effective for the Company’s annual reporting beginning January 1, 2025 with early adoption permitted.

adoption did not have a material impact on its consolidated financial statements, additional disclosures will be included for our Annual

Report on Form 10-K for the year ending December 31, 2025 and interim reporting periods beginning January 1, 2026.

In November 2024, the FASB issued ASU 2024-03, Income

Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which requires additional disclosures

in the footnotes that disaggregate certain expenses presented on the face of the income statement.

This standard is effective for the

Company’s annual reporting period beginning January 1, 2027 and interim reporting periods beginning January 1, 2028.

Retrospective

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

The Company is currently evaluating the effects of adopting

this new accounting guidance.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

expenses and other current liabilities consisted of the following:

OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

March 31, 2025

December 31, 2024

Accrued professional, board and other fees

Accrued wages

Warranty payable

Accrued income, property and sales taxes payable

Other accrued expenses

Total accrued expenses

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

8 unchanged sentences

through the Agents.

On November 16, 2023, we

entered into an Amendment to the Sales Agreement, effective as of November 2, 2023 (the “Amendment”), with the Agents.

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

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

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

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

During the nine months ended September 30, 2024, the Company sold an aggregate of 8,177,472 shares

of common stock aggregate gross proceeds of $ 25,651 ,

On November 16, 2023, we entered into an

Amendment to the Sales Agreement, effective as of November 2, 2023 (the “Amendment”), with the Agents.

The Amendment revised

the term “Registration Statement,” as used in the Sales Agreement, to our new shelf registration statement on Form S-3, as

amended (File No.

333-275123), and revised the term “Prospectus Supplement,” as used in the Sales Agreement, to our prospectus

supplement dated November 2, 2023, relating to the ATM equity offering program contemplated by the Sales Agreement.

During the three

months ended March 31, 2025, the Company sold an aggregate of 681,330

shares of common stock aggregate gross proceeds of $ 909 ,

less issuance costs of $ 18 ,

for net proceeds of $ 891 .

As of September 30, 2024, the Company has approximately $ 100,000

available under this

the nine months ended September 30, 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 condensed consolidated statements of operations.

the nine months ended September 30, 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 condensed consolidated statements of operations.

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

months ended September 30, 2024, $ 927 and $ 2,877 respectively, which is included within compensation expense on the condensed consolidated

statements of operations.

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

for the three and nine months ended September 30, 2023 of $ 1,104 and $ 20,543 , respectively, which is included within compensation expense

on the condensed consolidated statements of operations.

As of September 30, 2024, there was $ 3,371 of unrecognized stock-based compensation

expense that will be recognized over the weighted average remaining vesting period of 1.07 years.

the nine months ended September 30, 2024, the Company granted an aggregate of 758,549 shares of restricted stock with an aggregate grant

date fair value of $ 2,133 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 condensed consolidated

statements of operations.

The ATM is not currently active since we do not have an effective shelf registration statement covering the shares of common stock

issuable thereunder.

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

31, 2025 and 2024 of $ 966 and $ 917 , respectively, which is included within compensation expense on the condensed consolidated statements

of operations.

As of March 31, 2025, there was $ 2,514 of unrecognized stock-based compensation expense that will be recognized over the

weighted average remaining vesting period of 1.04 years.

RELATED PARTY TRANSACTIONS

Company and a group of three

Cyprus entities entered into a shareholders’ agreement on February 11, 2019, pertaining to the parties’ respective

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

(the “Entity”), that was formed under the laws

of Cyprus on the same date.

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

(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.

of the Entity.

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

of the exiting parties.

The Entity currently owns 100 %

of a Greek subsidiary, Blink Charging Hellas SA (“Hellas”), which operates in the electric vehicle market in Greece.

obligation to fund the Entity’s future operations is limited to the Company’s 40 %

During the three and nine months ended September 30, 2024, the Company recognized sales of $ 36

respectively, to Hellas.

No sales to Hellas were recognized during the three and nine months ended September 30, 2023.

the Company had accounts receivable of $ 34

of September 30, 2024, and December 31, 2023.

In addition, as of September 30, 2024, and December 31, 2023, the Company had a

payable of approximately $ 172

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

During the three months ended March 31, 2025 and 2024, the Company did not recognized any sales to Hellas.

As of March 31,

2025 and December 31, 2024, had a payable of approximately $ 226 and $ 129 ,

respectively, to Hellas.

Furthermore, the Company has provided working capital of $ 274 and

for the nine months ended September 30, 2024 and 2023, respectively, to Hellas.

The Company has written off this working capital

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

Company determined that the Entity is a variable interest entity;

however, the Company does not have a controlling financial interest

Furthermore, the Company has provided working capital of $ 274

through March 31, 2025 and December 31, 2024 to Hellas.

The Company has written off this working capital contribution, since

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

Company determined that the Entity is a variable interest entity, however, the Company does not have a controlling financial interest

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

in the Entity.

From inception through September 30, 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 three and nine months ended September

30, 2024 and 2023.

From inception through March 31, 2025, the Entity has not generated net income and, as a result, pursuant to ASC 323,

the Company has not recorded a gain or loss on its equity method investment in the Entity during the three months ended March 31, 2025

CHARGING UK LIMITED

of September 30, 2024, several close family members of a senior management employee are providing services to Blink Charging UK Limited.

For the three and nine months ended September 30, 2024, these related parties have collectively provided services worth $ 68 and $ 185 ,

respectively, to Blink Charging UK Limited.

For the three and nine months ended September 30, 2023, these related parties have collectively

provided services worth $ 119 and $ 244 , respectively, to Blink Charging UK Limited.

These expenses are included within general and administrative

expenses on the condensed consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023.

of March 31, 2025, several close family members of a senior management employee are providing services to Electric Blue Limited.

the three months ended March 31, 2025 and 2024, these related parties have collectively provided services worth $ 24 and $ 82 to Electric

Blue Limited, respectively.

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

of operations for the three months ended March 31, 2025 and 2024.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

operating lease expenses for the three and nine months ended September 30, 2024 were $ 540 and $ 1,675 , respectively, and for the three

and nine months ended September 30, 2023 were $ 578 and $ 1,727 , respectively, which were recorded in other operating expenses on the condensed

consolidated statements of operations.

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

of September 30, 2024, the Company did not have additional operating and financing leases that have not yet commenced.

As of September

30, 2024, the Company had $ 154 of right-of-use assets that were classified as financing leases for vehicles associated with the operations

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

As of December 31, 2023, the Company had $ 697 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, 2023.

the three and nine months ended September 30, 2024, the Company recorded $ 6 and $ 29 , respectively, of interest expense related to finance

operating lease expenses for the three months ended March 31, 2025 and 2024 were $ 479 and $ 788 , respectively, which were recorded in

other operating expenses on the condensed consolidated statements of operations.

Operating lease

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

of March 31, 2025, the Company did not have additional operating and financing leases that have not yet commenced.

of March 31, 2025, the Company had $ 126 of right-of-use assets that were classified as financing

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

condensed consolidated balance sheet as of March 31, 2025.

the three months ended March 31, 2025 and 2024, the Company recorded $ 2 and $ 10 , respectively, of interest expense related to finance

leases, which were recorded within interest expense on the condensed consolidated statements of operations.

During the three and nine

months ended September 30, 2023, the Company recorded $ ( 1 ) and $ 115 , respectively, of interest (benefit) expense related to finance leases.

the three and nine months ended September 30, 2024 the Company recorded amortization expense of $ 174 and

$ 710 respectively,

related to finance leases.

During the three and nine months ended September 30, 2023, the Company recorded amortization expense of

$ 916 related

to finance leases.

These expenses were included within depreciation and amortization expense on the condensed consolidated

statements of operations for the three and nine months ended September 30, 2024 and 2023.

During the three months ended

March 31, 2025 and 2024, the Company recorded amortization expense of $ 9 and $ 48 , respectively, related to finance leases.

cash flows information related to leases was as follows:

OF SUPPLEMENTAL CASH FLOWS INFORMATION RELATED TO LEASES

For The Nine Months Ended

September 30,

SCHEDULE OF SUPPLEMENTAL CASH FLOWS INFORMATION RELATED TO LEASES

For The Three Months Ended

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

Cash paid for amounts included in the measurement of lease liabilities:

cash flows from operating leases

Financing cash flows from finance leases

Cash paid for amounts included in the measurement of lease liabilities:

cash flows from finance leases

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

Operating leases

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

Finance leases

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

Finance leases

Weighted Average Remaining Lease Term

Operating leases

Financing leases

Finance leases

Weighted Average Discount Rate

1 unchanged sentence

Finance leases

minimum payments under non-cancellable leases as of September 30, 2024 were as follows:

OF FUTURE MINIMUM LEASE PAYMENTS

minimum payments under non-cancellable leases as of March 31, 2025 were as follows:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

For the Years Ending December 31,

6 unchanged sentences

FAIR VALUE MEASUREMENT

utilized in the valuation of Level 3 liabilities are described as follows:

OF ASSUMPTIONS USED FOR VALUATION OF FAIR VALUE LIABILITIES

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

OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS

March 31, 2025

Marketable securities

Money market funds

Alternative fuel credits

Warrant liability

Common stock consideration payable

Total liabilities

December 31, 2024

Marketable securities

Money market funds

Alternative fuel credits

Warrant liability

Common stock consideration payable

Total liabilities

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

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

OF ASSUMPTIONS USED FOR VALUATION OF WARRANT LIABILITIES

For the Three Months Ended

For the Nine Months Ended

September 30,

Risk-free interest rate

3.98 %- 5.09 %

4.64 %- 5.40 %

Contractual term (years)

1 unchanged sentence

Expected dividend yield

following table sets forth a summary of the changes in the fair value of Level 3 warrant and consideration payable liabilities that are

measured at fair value on a recurring basis:

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

Consideration payable

Warrant liabilities measurement input

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

on a recurring basis:

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

Common Stock Consideration Payable

Beginning balance as of January 1

Change in fair value of consideration payable

Ending balance as of September 30,

Ending balance as of March 31,

Warrant Liability

1 unchanged sentence

Change in fair value of warrant liability

Ending balance as of September 30,

common stock consideration payable is recorded at fair value of $ 20,929 and $ 18,118 as of September 30, 2024 and December 31, 2023, respectively,

Ending balance as of March 31,

common stock consideration payable is recorded at fair value of $ 21,707 and $ 21,028 as of March 31, 2025 and December 31, 2024, respectively,

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

6 unchanged sentences

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

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

OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE RECURRING AND NONRECURRING BASIS

September 30, 2024

Alternative fuel credits

Warrant liability

Common stock consideration payable

Total liabilities

December 31, 2023

Alternative fuel credits

Option liability

Warrant liability

Common stock liability

Common stock consideration payable

Total liabilities

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands except for share and per share amounts)

BLINK CHARGING

NOTES TO UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands,

except for share and per share amounts)

COMMITMENTS AND CONTINGENCIES

PURCHASE COMMITMENTS

As of September 30, 2024, the Company

had purchase commitments of approximately $ 2,300 which will become payable upon the suppliers’ service of warranty contracts.

DISPUTES AND SETTLEMENTS

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.

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.

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

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 condensed 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

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.

was filed in the United States District Court for the Southern District of Florida against the same defendants and seeking to recover

the same alleged damages.

Following consolidation of the two actions and the court appointing Tianyou Wu, Alexander Yu and H.

to serve as the Co-Lead Plaintiffs, the Co-Lead Plaintiffs filed an Amended Complaint in February 2021.

The Amended Complaint alleged,

among other things, that the defendants made false or misleading statements about the size and functionality of the Blink Network and

asserted claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934.

In April 2021, Blink and the other defendants

filed a motion to dismiss the Amended Complaint.

In November 2023, the court dismissed Co-Lead Plaintiffs’ claims relating to the

size of Blink’s charging network and denied the remainder of the motion to dismiss.

Following a mediation in April 2024, the parties

agreed to the terms of a settlement in which the Defendants agreed to pay $3,750 (inclusive of attorneys’ fees and administrative

costs) in exchange for the dismissal with prejudice of all claims.

On October 21, 2024, the Court held a final settlement hearing, approved

the settlement, dismissed the Bush Lawsuit with prejudice, and closed the case.

The full settlement amount has been paid by

the Company’s Directors’ and Officers’ insurance policies.

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

Farkas et al., Case

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

Board of Directors and Michael Rama (the “Klein Lawsuit”).

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 March 31, 2025, and the Company believes

it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized in the consolidated financial

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 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.

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.

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

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

Farkas et al., Case No.

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

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

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

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

Litigation, Lead Case No.

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

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

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

In June 2022, the court consolidated

the Klein and Bhatia actions under the caption In re Blink Charging Company Stockholder Derivative Litigation, Lead Case No.

2020-019815-CA-01.

1 unchanged sentence

The Company wholly and completely disputes the allegations.

Company has retained legal counsel to defend the action vigorously.

The Company has not recorded an accrual related to this matter as

of September 30, 2024, as it determined that any such loss contingency was either not probable or estimable.

February 2022, a shareholder derivative lawsuit, captioned McCauley (derivatively on behalf of Blink Charging Co.) v.

Farkas et al.,

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”).

The Company has retained legal counsel to defend

the action vigorously.

The Company has not recorded an accrual related to this matter as of March 31, 2025, 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 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 September 30, 2024, as it determined that any such loss contingency was either not probable or estimable.

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 March 31, 2025, as

it determined that any such loss contingency was either not probable or estimable.

BLINK CHARGING

NOTES TO UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

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:

OF DISAGGREGATED EXPENSE INFORMATION FOR OTHER OPERATING EXPENSES

For The Three Months Ended

Other operating expenses

Total other operating expenses

(1) Includes operating lease expense, insuance 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:

OF LONG-LIVED ASSETS BY GEOGRAPHIC AREA

March 31, 2025

December 31, 2024

United States

International

For information regarding

revenue disaggregated by geography and revenue concentrations, see Note 2 — Summary of Significant Accounting Policies.

BLINK CHARGING

NOTES TO UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

REVISION OF PREVIOUSLY ISSUED CONDENSED 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-Q for the Quarterly Period ended March 31, 2024.

The Company assessed the materiality of the errors, including the presentation

on prior period consolidated financial statements, on a qualitative and quantitative basis in accordance with SEC Staff Accounting Bulletin

Topics 1.M and 1.N (formerly No.

99, Materiality).

Based on this assessment,

the Company concluded that these errors and the related impacts did not result in a material misstatement of its previously issued condensed

consolidated financial statements as of and for the three months ended March 31, 2024.

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 three months ended March 31, 2024.

OF PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL

Condensed Consolidated Balance Sheet- Unaudited

(in thousands)

As Previously

Current Assets:

Cash and cash equivalents

Marketable securities

Total Current Assets

Condensed Consolidated Statements of Cash Flows – Unaudited

(in thousands)

As Previously

Cash Flows From Investing Activities:

Proceeds from sale of marketable securities

Purchase of marketable securities

Net Cash Used In Investing Activities

Net Decrease In Cash and Cash Equivalents and Restricted Cash

Cash and Cash Equivalents and Restricted Cash - Beginning of Period

Cash and Cash Equivalents and Restricted Cash - End of Period

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

Cash and cash equivalents

Restricted cash

Cash and cash equivalents

and restricted cash

BLINK CHARGING

NOTES TO UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

SUBSEQUENT EVENTS

MERGER AGREEMENT AMENDMENT

On April 4, 2025, the Company’s

indirect wholly owned subsidiary, Envoy Technologies, Inc.

(“Envoy Technologies”), entered into Amendment No.

2 (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 a direct listing by 45 days (to June 2, 2025 from April 18, 2025)

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

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

Select Market or Global Market.

Additionally, it was agreed

that, in the event of a direct listing on either the New York Stock Exchange or The Nasdaq Capital Market, Global Select Market or Global

Market, the shares of common stock of Envoy Technologies to be listed shall include the shares issuable to the former shareholders of

Envoy Technologies pursuant to the Merger Agreement.

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

What changed 10-Q

Item 1. Financial Statements