What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-05-12 compared with 2024-11-12 · 353 added, 644 removed, 75 unchanged (93% of the section changed)

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Note Regarding Forward-Looking Information

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

Special Note Regarding Forward-Looking Information

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

(together with its subsidiaries,

“Blink” or the “Company”) as of September 30, 2024 and for the three and nine months ended September 30, 2024

and 2023 should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere

in this Quarterly Report on Form 10-Q.

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

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

This Quarterly Report contains

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

The events described in forward-looking statements

contained in this Quarterly Report may not occur.

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

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

“Blink” or the “Company”) as of March 31, 2025 and for the three months ended March 31, 2025 and 2024 should be

read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Quarterly

Report on Form 10-Q.

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

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

This Quarterly Report contains forward-looking

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

The events described in forward-looking statements contained in this

Quarterly Report may not occur.

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

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

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

The words “may,” “will,”

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

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

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

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

Factors that may

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

in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and under a similar item in subsequent periodic

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

The words “may,” “will,” “expect,”

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

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

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

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

Factors that may affect our results

include, but are not limited to, the risks and uncertainties set forth under Part 1, Item 1A, “Risk Factors” in the Company’s

Annual Report on Form 10-K for the year ended December 31, 2024, and under a similar item in subsequent periodic reports, as discussed

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

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

statements made by us ultimately prove to be accurate.

Our actual results, performance and achievements could differ materially from

those expressed or implied in these forward-looking statements.

Except as required by federal securities laws, we undertake no obligation

to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.

Our actual results, performance and achievements could differ materially from those

expressed or implied in these forward-looking statements.

Except as required by federal securities laws, we undertake no obligation to

publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.

dollars are reported in thousands, except for share and per share amounts.

are a leading manufacturer, owner, operator and provider of electric vehicle (“EV”) charging equipment and networked EV charging

services in the continuously growing U.S.

a leading owner, operator, provider, and manufacturer of EV charging equipment and networked EV charging services in the rapidly growing

and international markets for EVs.

Blink offers residential and commercial EV charging equipment

and services, enabling EV drivers to recharge at various location types.

Blink’s principal line of products and services is its

Blink EV charging network (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.

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.

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

infrastructure market, Blink offers Property Partners a comprehensive range of solutions for EV charging equipment and services that

generally fall into one of the business models below, differentiated by who own the equipment and who bears the costs of installation,

equipment, and maintenance, and the percentage of revenue shared.

our Blink-owned turnkey business model, we incur the charging equipment and installation costs.

We own and operate the EV

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

In this model, which favors recurring revenues,

we incur most costs associated with the EV charging stations;

thus, we retain substantially all EV charging revenues after deducting

network connectivity and processing fees.

Our agreement with the Property Partner typically lasts seven years with extensions that

can bring the term to 21 years.

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

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

to recharge at various locations.

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

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

The Blink Networks are a proprietary,

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

and payment processing.

The Blink Networks provide Property Partners, among other types of commercial customers, with cloud-based services

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

The Blink Networks also provide EV drivers with vital station

information, including station location, availability, and fees (as applicable).

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

market, Blink offers Property Partners a comprehensive range of solutions for EV charging equipment and services that generally fall into

one of the business models below, differentiated by who owns the equipment and who bears the costs of installation, equipment, maintenance,

and the percentage of revenue shared.

In our Blink-owned turnkey business model, we incur the charging equipment and installation costs.

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

In this model, which favors recurring revenues, we incur most costs associated with the EV charging stations;

thus, we retain substantially all EV charging revenues after deducting network connectivity and processing fees.

Our agreement with the Property Partner typically lasts nine years, with extensions that can bring it to 27 years.

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

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

In this model, since the Property

Partner incurs the installation, we share a more generous portion of the EV charging revenues with the Property Partner after deducting

Blink Network connectivity and processing fees.

Our agreement with the Property Partner lasts five years with extensions that can

bring the term to 15 years.

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

the installation costs.

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

payment processing, and optional maintenance services.

In this model, the Property Partner retains and keeps all the EV charging

revenues after deducting Blink Network connectivity and processing fees.

our Blink-as-a-Service model, we own and operate the EV charging station, while the Property Partner incurs the installation

The Property Partner pays us a fixed monthly fee for the service and keeps all the EV charging revenues after deducting Blink

network connectivity and processing fees.

Typically, our agreement with the Property owner typically lasts five years.

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

This program allows customers

In this model, since the Property Partner incurs the installation costs;

we share a more generous portion of the EV charging revenues with the Property Partner after deducting Blink network connectivity and processing fees.

Our agreement with the Property Partner typically lasts seven years, with extensions that can bring it to 21 years.

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

We work with the Property Partner by providing site recommendations, connectivity to the Blink Networks, payment processing, and optional maintenance services.

In this model, the Property Partner retains and keeps all the EV charging revenues after deducting Blink network connectivity and processing fees.

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

These programs allow customers

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

pursuit of our commitment to fostering the widespread adoption of EVs through the establishment and management of EV charging infrastructure

on a global scale, we remain steadfast in our dedication to mitigating climate change.

This dedication is evidenced by our efforts to

diminish greenhouse gas emissions stemming from gasoline-powered vehicles With the goal of being a leader in the build-out of EV charging

infrastructure and maximizing our share of the EV charging market, we have established strategic commercial, municipal, and retail partnerships

across industry verticals and encompassing numerous transit/destination locations, including airports, auto dealers, healthcare/medical,

hotels, mixed-use, municipal sites, multifamily residential and condos, parks and recreation areas, parking lots, religious institutions,

restaurants, retailers, schools and universities, stadiums, supermarkets, transportation hubs, and workplace locations.

have agreements with significant customers, including the United States Postal Service (USPS), Mack Trucks, McArthurGlen, BluePoint,

Mike Albert Fleet Solutions, Royal Farms, John Henry General Store, Moberly Motor Company, Arcos Dorados (McDonald’s Puerto Rico),

AAA, Allegiant Stadium (Las Vegas), Village of Tuckahoe (NY), Miami Beach (FL), Metropolitan Government of Nashville-Davidson County,

and Salt Lake City International Airport, Mitsubishi, Cushman & Wakefield, Triple J, Q-Park, Best Buy, UBS, Bosch Mexico, Porsche

Puerto Rico and Guatemala, Veris Residential, Greystar, Cambium, and the cities of Atlanta (GA), Rockford (IL), Newton (IA), and Winslow

(NJ), Leeds (UK) that expand our potential for unit sales and deployments.

of September 30, 2024, we contracted, sold or deployed 105,239 chargers, of which 84,696 were on Blink Networks (comprised of 60,164

Level 2 commercial chargers, 1,278 DCFC commercial chargers, 682 residential chargers, and 22,572 chargers pending to be commissioned).

Included on Blink Networks are 6,442 chargers owned by us.

The remaining 20,543 were non-networked, on other networks, international

sales, or deployments (comprised of 4,012 Level 2 commercial chargers, 72 DC Fast Charging chargers, 12,267 residential Level 2 Blink

EV chargers, 2,467 sold to other U.S.

networks and, 1,725 sold internationally).

Blink networked chargers include public and private

chargers, as designated by stations owners, and are net of swap-outs, replacement units, and decommissioned units.

Certain commercial

chargers include chargers installed in residential settings for commercial purposes.

of March 31st 2025, there were 65,772 chargers connected to the Blink networks.

Of those, 64,175 were Level 2 commercial chargers and

1,597 DCFC were commercial chargers, Included on Blink networks are 7,091 chargers owned by us.

Another estimated 22,676 units were non-networked,

on other networks, international sales, or deployments.

In total, we have deployed, contracted or sold 112,186 units, which includes public

and private chargers, as designated by stations owners, and is net of swap-outs, replacement units, and decommissioned units.

commercial chargers include chargers installed in residential settings for commercial purposes.

All chargers, including at all international

Blink locations, are categorized based on US Department of Energy guidelines.

reflected in our condensed consolidated financial statements as of September 30, 2024, we had cash and cash equivalents of $ 64,584 ,

working capital of $ 96,596 and an accumulated deficit of $ 662,344 .

During the three and nine months ended September 30, 2024, we incurred net losses of $ 87,389

and $ 124,621 , respectively.

During the nine months ended September 30, 2024, we used cash

in operations of 34,830.

We have not yet achieved profitability.

At-the-Market

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

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

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

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

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

We are using the net proceeds from the sale of our shares of common stock under the ATM equity offering program to supplement

our operating cash flows in order to fund our EV charging station deployments and other growth plans.

We are also using a portion of

the net proceeds we receive 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.

Under the Sales Agreement, the Agents are entitled to an aggregate

fixed commission of up to 3% of the gross proceeds from shares sold and we have provided the Agents with customary indemnification rights.

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.

the year ended December 31, 2023, the Company sold 30,914,695 shares of its common stock pursuant to the ATM program for gross proceeds

of approximately $116,651 and net proceeds of approximately $114,317 after deducting offering expenses.

the nine months ended September 30, 2024, the Company sold 8,177,472 shares of its common stock pursuant to the ATM program for gross

proceeds of approximately $25,651 and net proceeds of approximately $25,070 after deducting offering expenses.

As of September 30, 2024,

39,650,888 shares have been sold pursuant to the ATM program, representing gross proceeds of approximately $149,999.

and Service Offerings

offer a variety of EV charging products and services to Property Partners and EV drivers.

in our condensed consolidated financial statements as of March 31, 2025, we had cash and cash equivalents of $42,024 working capital of

$65,720 and an accumulated deficit of $756,562 During the three months ended March 31, 2025, we incurred a net loss of $20,707 We have

not yet achieved profitability.

Recent Developments

Envoy Technologies,

Direct Listing

Envoy Technologies, Inc., the Company’s wholly

owned electric car share subsidiary, filed a registration statement on Form S-1 to go public via a proposed direct listing of its common

stock with the U.S.

Securities and Exchange Commission on May 1, 2025.

Upon approval by the SEC and Nasdaq stock market, Envoy Technologies

is expected to be listed under the ticker symbol “EVOY” during the summer of 2025, subject to market and other conditions.

The Company had previously planned to go public through an underwritten initial public offering.

Product and Service

We offer a variety of EV

charging products and services to Property Partners and EV drivers.

Charging Solutions

We offer a wide range of Level 2 (AC) EV charging equipment, ideal for commercial

and residential use, with the North American standard J1772 connector, the North American

Charging Standard (NACS) connector, and the Type 2 connector compatible with electric vehicles

in Europe and across Latin America.

commercial Level 2 chargers consist of the EQ, HQ, MQ, and IQ 200 families and the Series

We offer a wide range of Level 2 (AC) EV charging equipment, ideal for commercial and

residential use, with the North American standard J1772 connector, the North American Charging Standard (NACS) connector, and the Type

2 connector compatible with electric vehicles in Europe and across Latin America.

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

and 8 families, which are available in pedestal, wall mount, and pole mount configurations.

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

The MQ and IQ 200, along with the Series 6,

7, and 8 chargers offer an optional cable management system.

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

the wall-mounted

HQ 200, Series 4, and a smart charging cable, the PQ 150, designed for European markets.

Our commercial and residential chargers (except the non-networked HQ 150) can connect to

the Blink Networks or a local network.

Level 2 charging stations typically provide a full

charge in two to eight hours.

Level 2 chargers are ideally suited for low-cost installations

and frequently used parking locations, such as workplaces, multifamily residential, retail,

hospitality, and mixed-use, parking garages, municipalities, colleges/schools, hospitals

the wall-mounted HQ 200, Series 4, and a smart charging cable, the PQ 150, designed for European markets.

Our commercial and residential

chargers (except the non-networked HQ 150) can connect to the Blink Networks or a local network.

Level 2 charging stations typically provide

a full charge in two to eight hours.

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

such as workplaces, multifamily residential, retail, hospitality, and mixed-use, parking garages, municipalities, colleges/schools, hospitals

and airports.

● International

● International Products.

We offer Level 2 AC and DC products for the rapidly expanding international

markets targeted at the residential, workplace, retail, parking garages, leasing companies,

hospitality, and other locations.

These products are available with the Type 2, GBT, and

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

markets targeted at the residential, workplace, retail, parking garages, leasing companies, hospitality, and other locations.

These products

are available with the Type 2, GBT, and CCS 2 connectors and include the PQ 150, Series 3 (an ideal product for the 2/3-wheeled vehicles),

and the EQ 200.

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

which requires a portable charger to be used for roadside or other use cases where a connection

to the electricity grid is not available.

We offer a complete line of DC Fast Charging equipment (“DCFC”) that ranges

from 30kW to 360kW, supports the ‘CHAdeMo’ , CCS1, and NACS connectors,

and typically provide an 80% charge in less than 30 minutes.

Installation of DCFC stations

and grid requirements are typically greater than Level 2 charging stations and are ideally

suited for transportation hubs and locations between travel destinations.

These include the

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

and is available in wall and pedestal mount configurations, the Blink 30kW DC Fast Charger

that boasts a small footprint providing up to 100 amps of output, and the Blink 60kW –

360kW DC Fast Charger that provides from 140 to 500 amps of power.

Mobile Charger .

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

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

We offer a complete line of DC Fast Charging equipment (“DCFC”) that ranges from

30kW to 360kW, supports the ‘CHAdeMo’ , CCS1, and NACS connectors, and typically provide an 80% charge in less than

Installation of DCFC stations and grid requirements are typically greater than Level 2 charging stations and are ideally suited

for transportation hubs and locations between travel destinations.

These include the Series 9 30kW DC Fast Charger that works ideally

for the fleet and auto dealership segments and is available in wall and pedestal mount configurations, the Blink 30kW DC Fast Charger

that boasts a small footprint providing up to 100 amps of output, and the Blink 60kW – 360kW DC Fast Charger that provides from

140 to 500 amps of power.

● Blink Network.

The Blink Network is a cloud-based platform that manages our network of EV chargers

around the world for remote monitoring, management, payment processing, customer support,

and other features required for operating the Blink Networks of EV charging locations.

Charging Mobile App.

We offer Blink Charging Mobile Apps (iOS and Android) that provide

EV drivers control by giving them improved search capabilities which allows them to search

for nearby amenities, as well as chargers by zip-codes, city, business, category, or address,

and expanded keyword search.

The app also includes payment functionality, eliminating the

need for a credit card.

We offer Fleet Management applications, targeted at commercial, municipal,

and federal fleets for planning, managing, and optimizing their departure schedules and energy

Our Fleet Management applications can be used as standalone tools or integrated into

existing fleet management solutions, which allows Blink to be a flexible and value-added

around the world for remote monitoring, management, payment processing, customer support, and other features required for operating the

Blink Networks of EV charging locations.

● Blink Charging Mobile App.

We offer Blink Charging Mobile Apps (iOS and Android) that provide EV

drivers control by giving them improved search capabilities which allows them to search for nearby amenities, as well as chargers by zip-codes,

city, business, category, or address, and expanded keyword search.

The app also includes payment functionality, eliminating the need for

a credit card.

● Fleet Management .

We offer Fleet Management applications, targeted at commercial, municipal, and

federal fleets for planning, managing, and optimizing their departure schedules and energy costs.

Our Fleet Management applications can

be used as standalone tools or integrated into existing fleet management solutions, which allows Blink to be a flexible and value-added

solution within existing software stacks.

Factors Affecting Operating Results

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

Key Factors Affecting

Operating Results

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

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

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

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

If our market

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

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

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

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

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

Factors that may influence the

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

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

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

and concerns about running out of power while in use;

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

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

Factors that may influence the purchase and

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

chemistries), design, performance and cost;

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

running out of power while in use;

improvements in the fuel economy of the internal combustion engine;

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

consumers’ desire and ability

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

the environmental consciousness of consumers;

volatility in the cost of oil and gasoline;

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

or hostile countries and the impact of international conflicts;

government regulations and economic incentives promoting fuel efficiency

and alternate forms of energy;

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

convenience and cost to charge an EV;

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

regulation requiring increased use of nonpolluting vehicles.

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

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

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

government incentives promoting fuel efficiency and alternate forms of energy, electric vehicles and others.

These laws and regulations,

and the interpretation or application of these laws and regulations, could change.

Any reduction, elimination or discriminatory application

of government subsidies and economic incentives because of policy changes, fiscal tightening or other reasons may result in diminished

revenues from government sources and diminished demand for our products.

In addition, new laws or regulations affecting our business

could be enacted.

These laws and regulations are frequently costly to comply with and may divert a significant portion of management’s

Changes to these applicable laws or regulations could affect business and/or harm our customers, adversely affecting our business,

volatility in the

cost of oil and gasoline;

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

and the impact of international conflicts;

government regulations and economic incentives promoting fuel efficiency and alternate forms

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

cost to charge an EV;

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

increased use of nonpolluting vehicles.

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

our business, prospects, financial condition and operating results may be adversely affected.

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

incentives promoting fuel efficiency and alternate forms of energy, electric vehicles and others.

These laws and regulations, and the

interpretation or application of these laws and regulations, could change.

Any reduction, elimination or discriminatory application of

government subsidies and economic incentives because of policy changes, fiscal tightening or other reasons may result in diminished revenues

from government sources and diminished demand for our products.

In addition, new laws or regulations affecting our business could be enacted.

These laws and regulations are frequently costly to comply with and may divert a significant portion of management’s attention.

Changes to these applicable laws or regulations could affect business and/or harm our customers, thereby adversely affecting our business,

financial condition and results of operations.

2 unchanged sentences

transactions include difficulties in the integration of acquired businesses into our operations and control environment, difficulties

in assimilating and retaining employees and intermediaries, difficulties in retaining the existing clients of the acquired entities,

assumed or unforeseen liabilities that arise in connection with the acquired businesses, the failure of counterparties to satisfy any

obligations to indemnify us against liabilities arising from the acquired businesses, and unfavorable market conditions that could negatively

impact our growth expectations for the acquired businesses.

Fully integrating an acquired company or business into our operations may

take a significant amount of time.

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

of operations would be negatively impacted.

of Operations

and Nine Months Ended September 30, 2024 Compared With Three and Nine Months Ended September 30, 2023

in assimilating and retaining employees and intermediaries, difficulties in retaining the existing clients of the acquired entities, assumed

or unforeseen liabilities that arise in connection with the acquired businesses, the failure of counterparties to satisfy any obligations

to indemnify us against liabilities arising from the acquired businesses, and unfavorable market conditions that could negatively impact

our growth expectations for the acquired businesses.

Fully integrating an acquired company or business into our operations may take a

significant amount of time.

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

would be negatively impacted.

Results of Operations

Three Months Ended

March 31, 2025 Compared With Three Months Ended March 31, 2024

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 Income:

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

Benefit (provision) for income taxes

Months Ended September 30, 2024 Compared With Three Months Ended September 30, 2023

revenue for the three months ended September 30, 2024 decreased by $ 18,190 , or 42%, to $ 25,187 compared to $43,377 during the three months

ended September 30, 2023.

from product sales was $13,448 for the three months ended September 30, 2024 as compared to $35,059 during the three months ended September

30, 2023, a decrease of $21,611, or 62%.

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

residential chargers when compared to the same period in 2023.

service revenue from Company-owned charging stations was $5,254 for the three months ended September 30, 2024 as compared to $3,859 for

the three months ended September 30, 2023, an increase of $1,395, or 36%.

The increase is due to the increase in utilization of chargers

and an increased number of chargers on the Blink Networks.

fee revenues were $2,332 for the three months ended September 30, 2024 as compared to $1,973 for the three months ended September 30,

2023, an increase of $359, or 18%.

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

30, 2024, as compared to the three months ended September 30, 2023.

revenues were $ 1,405 for the three months ended September 30, 2024 as compared to $849 for the three months ended September 30, 2023,

an increase of $ 556 , or 65 %.

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

ended September 30, 2024 as compared to the three months ended September 30, 2023.

As of September 30, 2024, we recorded a liability

of $3,112 which represents the estimated cost of existing backlog of known warranty cases.

and rebate revenues were $982 during the three months ended September 30, 2024 as compared to $47 during the three months ended September

Provision for income taxes

Total revenue

for the three months ended March 31, 2025 decreased by $16,814 or 45%, to $20,754 compared to $37,568 during the three months ended

March 31, 2024.

Revenue from product sales was

$8,381 for the three months ended March 31, 2025 as compared to $27,508 during the three months ended March 31, 2024, a decrease of $19,127

This decrease was attributable to decreased unit sales and the product mix of commercial chargers, DC fast chargers and residential

chargers when compared to the same period in 2024.

service revenue was $6,780 for the three months ended March 31, 2025 as compared to $5,027 for the three months ended March 31, 2024,

an increase of $1,753, or 35%.

Grant and rebates relating to equipment and the related installation are deferred and amortized

in a manner consistent with the depreciation expense of the related assets over their useful lives.

The decrease in revenue was primarily

related to the timing of the amortization of previous years’ state grants/rebates associated with the installation of chargers

during the three months ended September 30, 2024 and 2023.

services revenues were $1,168 during the three months ended September 30, 2024 as compared to $903 during the three months ended September

The increase is due to the increase in utilization of chargers and an increased number of chargers on the

Blink Networks.

fee revenues were $2,626 for the three months ended March 31, 2025 as compared to $2,065 for the three months ended March 31, 2024, an

increase of $561, or 27%.

The increase was attributable to increases in host owned units during the three months ended March 31, 2025,

as compared to the three months ended March 31, 2024.

revenues were $955 for the three months ended March 31, 2025 as compared to $953 for the three months ended March 31, 2024, an increase

The increase was primarily attributable to an increase in warranty contracts sold for the three months ended March 31, 2025

as compared to the three months ended March 31, 2024.

During the three months ended March 31, 2025, the Company recognized net revenues for the sale of Blink warranty

programs to a third party of ($19).

and rebate revenues were $160 during the three months ended March 31, 2025 as compared to $583 during the three months ended March 31,

2024, a decrease of $423, or 73%.

Grant and rebates relating to equipment and the related installation are deferred and amortized in a

manner consistent with the depreciation expense of the related assets over their useful lives.

The decrease in revenue was primarily related

to the timing of the amortization of previous years’ state grants/rebates associated with the installation of chargers during the

three months March 31, 2025 and 2024.

services revenues were $1,175 during the three months ended March 31, 2025 as compared to $1,097 during the three months ended March 31,

2024, an increase of $78, or 7%.

The increase in revenues is due to the increase in properties and participants subscribing to

the car-sharing services.

revenue decreased by $89 or 13% to $598 for the three months ended September 30, 2024 as compared to $687 for the three months ended

September 30, 2023.

The increase was primarily attributable to higher Low Carbon Fuel Standard (LCFS) credits generated during the three

months ended September 30, 2024 compared to the same period in 2023.

We generate these credits from the electricity utilized by our electric

car charging stations as a byproduct from our charging services in the states of California and Oregon.

The increase in revenues is due to the increase in properties and participants subscribing to the car-sharing

revenue increased by $342 or 102% to $677 for the three months ended March 31, 2025 as compared to $335 for the three months ended March

The increase was primarily attributable to increases in transaction fees and Low Carbon Fuel Standard (LCFS) credits generated

during the three months March 31, 2025 compared to the same period in 2024.

Cost of Revenues

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

stations sold, connectivity charges provided by telco and other networks, warranty, repairs and maintenance services, and depreciation

of our installed charging stations.

Cost of revenues for the three months ended September 30, 2024 were $ 16,068 as compared to $30,592

for the three months ended September 30, 2023, a decrease of $ 14,524 or 47 %.

There is a degree of variability in our costs in relationship

to our revenues from period to period, primarily due to:

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

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

applicable chargers;

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

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

for excess and obsolete inventory;

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

of product sales decreased by $15,497, or 63%, from $24,619 for the three months ended September 30, 2023 as compared to $9,122 for the

three months ended September 30, 2024.

The decrease was primarily due to the reduction of the volume

of product sold during the three months ended September 30, 2024 compared to the same period in 2023.

of charging services-company-owned charging stations (electricity reimbursements) increased by $158, or 28%, to $724 for the three months

ended September 30, 2024 as compared to $566 for the three months ended September 30, 2023.

The decrease in 2024 was attributable to

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

provider fees increased by $583, or 24%, to $2,982 during the three months ended September 30, 2024 as compared to $2,399 during the

three months ended September 30, 2023.

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

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

costs increased by $170 or 42%, to $577 during the three months ended September 30, 2024 as compared to $407 during the three months

ended September 30, 2023.

The increase was a result of the increase in charging stations on our network and costs incurred related to

the upgrading of our network system compared to the same period in 2023.

and repairs and maintenance costs decreased by $ 267 or 48 %,

to $ 294 during the three months ended September 30, 2024 from $561 during the three months

ended September 30, 2023.

The decrease in 2024 was attributable to significant efforts expended to reduce the backlog in warranty and

repairs and maintenance cases in the prior year.

of car-sharing services was $1,156 during the three months ended September 30, 2024 as compared to $931 during the 2023 period.

was due to a reduction in costs related to vehicles used in this operation during the period.

and amortization expense increased by $104, or 9%, to $1,213 for the three months ended September 30, 2024 as compared to $1,109 for

the three months ended September 30, 2023.

The increase in depreciation expense was attributable to an increase in the number of EV charging

stations and vehicles associated with the ride-share services.

Compensation expense decreased by $ 109 ,

or 1 %, to $ 15,159 (consisting of approximately

$ 14 ,300 of cash compensation and benefits and approximately $ 900

of non-cash compensation) for the three months ended September 30, 2024.

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

charging stations.

Cost of revenues for the three months ended March 31, 2025 were $13,385 as compared to $24,149 for the three months

ended March 31, 2024, a decrease of $10,764 or 45%.

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

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

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

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

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

provisions for excess and obsolete inventory;

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

of product sales decreased by $11,054, or 67%, from $16,602 for the three months ended March 31, 2024, as compared to $5,548 for the three

months ended March 31, 2025.

The decrease was primarily due to the decrease in product sales of

commercial chargers, DC fast chargers and home residential chargers during the three months ended March 31, 2025, compared to the same

period in 2024.

of charging services (electricity reimbursements) increased by $199, or 28%, to $904 for the three months ended March 31, 2025 as compared

to $705 for the three months ended March 31, 2024.

The increase in 2025 was attributable to the mix of charging stations generating charging

service revenues subject to electricity reimbursement.

provider fees increased by $610, or 20%, to $3,652 during the three months ended March 31, 2025, as compared to $3,042 during the three

months ended March 31, 2024.

This increase was a result of the mix of chargers generating revenue and their corresponding revenue share

percentage payments to Property Partner hosts pursuant to their agreements.

costs decreased by $126 or 21%, to $463 during the three months ended March 31, 2025 as compared to $589 during the three months ended

March 31, 2024.

The decrease was a result of the decrease in expenses associated with charging stations on our network.

and repairs and maintenance costs increased by $235, or 39%, to $840 during the three months ended March 31, 2025, from $605 during

the three months ended March 31, 2024.

The increase in 2025 was attributable to an increase in warranty contracts sold for the three months

March 31, 2025, as compared to the three months March 31, 2024.

of car-sharing services was $685 during the three months ended March 31, 2025 as compared to $862 during the 2024 period, a decrease of $177 or 21%.

was due to a decrease in vehicles used in this operation during the period.

and amortization expense decreased by $451, or 26%, to $1,293 for the three months ended March 31, 2025, as compared to $1,744 for the

three months ended March 31, 2024.

The change in depreciation expense was attributable to an increase in the number of EV charging stations partially

offset by the amortization of grant funding related to the reimbursement associated with charging station capital expenditures.

Operating Expenses

expense decreased by $1,408, or 9%, to $13,549 (consisting of approximately $12.5 million of cash compensation and benefits and approximately

$1.0 million of non-cash compensation) for the three months ended March 31, 2025.

Compensation expense was $14,957 (consisting of approximately

$14,100 of cash compensation and benefits and approximately $1,100 of non-cash compensation) for the three months ended September 30,

The decrease in compensation expense for the three months ended September 30, 2024 compared

$14.1 million of cash compensation and benefits and approximately $0.9 million of non-cash compensation) for the three months ended March

The decrease in compensation expense for the three months ended March 31, 2025 compared

to the same period in 2024 was primarily related to decreases in personnel and compensation in executive, marketing, sales and operations

departments as a result of cost savings and synergies realized.

The decrease in compensation expense was partially offset by severance

expense of $0.6 million recorded during the three months ended September 30, 2024 associated with the cost reduction plans we initiated

during this period.

and administrative expenses decreased by $567, or 7%, to $7,972 for the three months ended September 30, 2024 as compared to $8,539 for

the three months ended September 30, 2023.

The decrease was primarily attributable to decreases in legal, marketing, recruiting, software

licensing, investor/public relations and external consulting/other professional service expenditures of $1,827 partially offset by increases

in accounting/auditing and bad debt expenses of $735.

operating expenses decreased by $561, or 11%, to $4,739 for the three months ended September 30, 2024 from $5,300 for the three months

ended September 30, 2023.

The decrease was primarily attributable to decreases in website, rent, vehicle, travel, annual meeting, hardware

and software development costs of $1,981.

The decrease was primarily offset by increases in software licensing expenses, property/use

tax expenditures and insurance expense of $963.

Company recorded a loss on change in fair value of consideration payable related to the Envoy acquisition of $364 in the 2024 period

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

There was no such amount recognized in the 2023

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

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

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

During the three months ended September 30, 2023, we observed certain triggering events, including a decline in our stock price

and, as a result, we conducted a quantitative impairment analysis of our goodwill and intangible assets and determined that the fair

value of our reporting units were less than the carrying amount and, as a result, recorded an impairment charge of $89,087 related to

goodwill and $5,143 related to intangible assets during the 2023 period.

Income (Expense)

recorded other income of $ 819 during the three months ended September 30, 2024 as compared

to other expense of $(1,362) for the three months ended September 30, 2023.

The increase in other income was primarily due to an increase

of $63 related to dividend and interest income, partially offset by a decrease in interest expense of $968 compared to the 2023 period

and a decrease in loss on extinguishment on notes payable.

net loss for the three months ended September 30, 2024 decreased by $25,332, or 22%, to $87,389 as compared to $112,721 for the three

months ended September 30, 2023.

The decrease was primarily attributable to a decrease in operating expenses, partially offset by an

increase in gross profit.

Comprehensive Loss

total comprehensive loss for the three months ended September 30, 2024 was $84,790 whereas our total comprehensive loss for the three

months ended September 30, 2023 was $114,399.

Months Ended September 30, 2024 Compared With Nine Months Ended September 30, 2023

revenue for the nine months ended September 30, 2024 increased by $ 1,870 , or 2 %,

to $ 96,017 compared to $97,887 during the nine months ended September 30, 2023.

from product sales was $ 64,538 for the nine months ended September 30, 2024 as compared

to $76,035 during the nine months ended September 30, 2023, a decrease of $ 11,497 , or 15 %.

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

the same period in 2023.

service revenue from Company-owned charging stations was $ 15,217 for the nine months ended

September 30, 2024 as compared to $11,111 for the nine months ended September 30, 2023, an increase of $ 4,106 ,

The increase is due to the increase in utilization of chargers and an increased

number of chargers on the Blink Networks.

fee revenues were $ 6,304 for the nine months ended September 30, 2024 as compared to $5,268

for the nine months ended September 30, 2023, an increase of $ 1,036 , or 20 %.

The increase was attributable to increases in host owned units during the nine months ended September 30, 2024, as compared to the nine

months ended September 30, 2023.

revenues were $ 3,698 for the nine months ended September 30, 2024 as compared to $2,163

for the nine months ended September 30, 2023, an increase of $ 1,535 , or 71 %.

The increase was primarily attributable to an increase in warranty contracts sold for the nine months ended September 30, 2024 as compared

to the nine months ended September 30, 2023.

As of September 30, 2024, we recorded a liability of $782 which represents the estimated

cost of existing backlog of known warranty cases.

and rebate revenues were $ 1,617 during the nine months ended September 30, 2024 as compared

to $284 during the nine months ended September 30, 2023, an increase of $ 1,333 , or 469 %.

Grant and rebates relating to equipment and the related installation are deferred and amortized in a manner consistent with the depreciation

expense of the related assets over their useful lives.

The increase in revenue was primarily related to the timing of the amortization

of previous years’ state grants/rebates associated with the installation of chargers during the nine months ended September 30,

2024 and 2023.

services revenues were $ 3,467 during the nine months ended September 30, 2024 as compared

to $2,112 during the nine months ended September 30, 2023, an increase of $ 1,355 , or 64 %.

The increase in revenues is due to the increase in properties and participants subscribing to are derived from car-sharing subscription

revenue increased by $ 262 or 29 % to $ 1,176

for the nine months ended September 30, 2024 as compared to $914 for the nine months ended September 30, 2023.

administrative expenses increased by $1,065, or 14%, to $8,872 for the three months ended March 31, 2025 as compared to $7,807 for

the three months ended March 31, 2024.

The increase was

primarily attributable to higher Low Carbon Fuel Standard (LCFS) credits generated during the nine months ended September 30, 2024 compared

to the same period in 2023.

We generate these credits from the electricity utilized by our electric car charging stations as a byproduct

from our charging services in the states of California and Oregon.

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

stations sold, connectivity charges provided by telco and other networks, warranty, repairs and maintenance services, and depreciation

of our installed charging stations.

Cost of revenues for the nine months ended September 30, 2024 were $ 62,766

as compared to $68,268 for the nine months ended September 30, 2023, a decrease of $ 5,502

There is a degree of variability in our costs in relationship to our revenues

from period to period, primarily due to:

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

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

applicable chargers;

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

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

for excess and obsolete inventory;

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

of product sales decreased by $ 9,544 , or 19 %,

from $49,509 for the nine months ended September 30, 2023 as compared to $ 39,965 for the

nine months ended September 30, 2024.

The decrease was primarily due to the decrease in product

sales of commercial chargers, DC fast chargers and home residential chargers during the nine months ended September 30, 2024 compared

to the same period in 2023.

of charging services-company-owned charging stations (electricity reimbursements) decreased by $ 272 ,

or 12 %, to $ 1,924 for the nine months ended

September 30, 2024 as compared to $2,196 for the nine months ended September 30, 2023.

The decrease in 2024 was attributable to the mix

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

provider fees increased by $ 3,021 , or 48 %,

to $ 9,306 during the nine months ended September 30, 2024 as compared to $6,285 during the

nine months ended September 30, 2023.

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

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

costs increased by $ 477 or 36 %, to $ 1,816

during the nine months ended September 30, 2024 as compared to $1,339 during the nine months ended September 30, 2023.

was a result of the increase in charging stations on our network and costs incurred related to the upgrading of our network system compared

to the same period in 2023.

and repairs and maintenance costs decreased by $ 1,044 , or 36 %,

to $ 1,880 during the nine months ended September 30, 2024 from $2,924 during the nine months

ended September 30, 2023.

The decrease in 2024 was attributable to significant efforts expended to reduce the backlog in warranty and

repairs and maintenance cases in the prior year.

of car-sharing services was $ 3,302 during the nine months ended September 30, 2024 as compared

to $3,162 during the nine months ended September 30, 2023.

The decrease was due to a reduction in costs related to vehicles used in this operation during the

and amortization expense increased by $ 1,720 , or 60 %,

to $ 4,573 for the nine months ended September 30, 2024 as compared to $2,853 for the nine

months ended September 30, 2023.

The increase in depreciation expense was attributable to an increase in the number of EV charging stations

and vehicles associated with the ride-share services.

Compensation expense decreased by $28,197, or 37%, to $47,770 (consisting

of approximately $44,900 of cash compensation and benefits and approximately $2,900 of non-cash compensation) for the nine months ended

September 30, 2024.

Compensation expense was $75,967 (consisting of approximately $55,400 of cash compensation and benefits and approximately

$20,500 of non-cash compensation) for the nine months ended September 30, 2023.

The decrease in compensation expense for the nine months

ended September 30, 2024 compared to the same period in 2023 was primarily related to decreases in personnel and compensation in executive,

marketing, sales and operations departments as a result of cost savings and synergies realized.

Also contributing to the decrease was

the recording during the nine months ended September 30, 2023 of compensation expense for (1) non-cash stock-based compensation of approximately

$5,500 related to the accelerated vesting of equity award grants and additional stock-based compensation associated with the resignation

of our former Chief Executive Officer pursuant to the terms of his Executive Chairman and CEO Employment Agreement, dated May 28, 2021

(the “Former CEO Employment Agreement”), as set forth in the Separation and General Release Agreement, dated as of September

20, 2023, between our Company and the former Chief Executive Officer;

and (2) non-recurring expenses of approximately $11,500, consisting

of the non-recurring payment of approximately $6,100 to our former Chief Executive Officer pursuant to the Former CEO Employment Agreement

and non-recurring bonus expense of $6,000 related to the achievement of key performance milestones by our Chief Technology Officer under

his employment agreement, dated April 12, 2021.

Furthermore, the decrease in compensation expense was partially offset by severance expense

of $1,200 recorded during the nine months ended September 30, 2024 associated with the cost reduction plans we initiated during

and administrative expenses decreased by $ 2,684 , or 10 %,

to $ 23,782 for the nine months ended September 30, 2024 as compared to $26,466 for the nine

months ended September 30, 2023.

The decrease was primarily attributable to decreases in consulting/other professional services, marketing,

software licensing, recruiting and investor/public relations of $2,888 partially offset by increases in accounting/auditing, legal expenditures

and bad debt expenses of $1,173.

Further, general and administrative expenses decreased due to a decrease in amortization expense of

operating expenses increased by $ 2,505 , or 18 %,

to $ 16,135 for the nine months ended September 30, 2024 from $14,555 for the nine months

ended September 30, 2023.

The increase was primarily attributable to increases in loss on sale of assets, software licensing and property/use taxes expenses of

$3,073 partially offset by decreases in insurance, website, rent, annual meeting, hardware and software development expenditures, travel

and vehicle expenditures of $2,318 for nine months ended September 30, 2024 compared to the same period in 2023.

Company recorded a loss on change in fair value of consideration payable related to the Envoy acquisition of $2,811 in the 2024 period

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

There was no such amount recognized in the 2023

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

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

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

During the nine months ended September 30, 2023, we observed certain triggering events, including a decline in our stock price

and, as a result, we conducted a quantitative impairment analysis of our goodwill and intangible assets and determined that the fair

value of our reporting units were less than the carrying amount and, as a result, recorded an impairment charge of $89,087 related to

goodwill and $5,143 related to intangible assets during the 2023 period.

Income (Expense)

recorded other income of $ 1,911 during the nine months ended September 30, 2024 as

compared to other expense of ($2,105) for the nine months ended September 30, 2023.

The increase was primarily due to an increase of

$1,043 related to dividend and interest income, and by a decrease in interest expense of $1,898 compared to the 2023 period and a

decrease on loss on extinguishment of notes payable of $1,036.

net loss for the nine months ended September 30, 2024 decreased by $ 59,383 or 32 %,

to $ 124,621 as compared to $184,004 for the nine months ended September 30, 2023.

was primarily attributable to a decrease in operating expenses, partially offset by an increase in gross profit.

Comprehensive Loss

total comprehensive loss for the nine months ended September 30, 2024 was $ 123,659 whereas

our total comprehensive loss for the nine months ended September 30, 2023 was $185,387.

and Capital Resources

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

September 30, 2024

December 31, 2023

Cash and Cash Equivalents

Working Capital

the nine months ended September 30, 2024, we financed our activities from proceeds derived from equity financings occurring in prior

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

office expenses and various consulting and professional fees.

the nine months ended September 30, 2024 and 2023, we used cash of $ 34,830 and $77,162,

respectively, in operations.

Our cash use for the nine months ended September 30, 2024 was primarily attributable to our net loss of

$124,621, adjusted for net non-cash expenses in the aggregate amount of $ 89,612 , partially

offset by $ 179 of net cash provided by changes in the levels of operating assets and liabilities.

Our cash use for the nine months ended September 30, 2023 was primarily attributable to our net loss of $184,004, adjusted for net non-cash

expenses in the aggregate amount of $129,253, partially offset by $22,411 of net cash used in changes in the levels of operating

assets and liabilities.

the nine months ended September 30, 2024, net cash used in investing activities was $ 9,738 ,

of which, $ 9,577 was used to purchase charging stations and other fixed assets and $ 161

related to the capitalization of certain engineering costs.

During the nine months ended September 30, 2023, net cash used in

investing activities was $12,451, of which $7,265 was used to purchase charging stations and other fixed assets, $4,660 was used as cash

consideration for Envoy (net of cash acquired) and $526 related to the capitalization of certain engineering costs.

the nine months ended September 30, 2024, cash used in financing activities was $ 13,731 ,

of which, $ 37,881 was used to pay down notes payable, $ 582

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

used to pay down our liability in connection with internal use software, partially offset by $ 25,070

provided by offering proceeds related to the sale of common stock.

During the nine months ended September 30, 2023, cash provided

by financing activities was $120,891, of which, $122,379 was provided by offering proceeds related to the sale of common stock, $835

was provided by the exercise of options and warrants, offset by $2,103 used to pay down our liability in connection with a finance lease

and $220 used to pay down our liability in connection with internal use software.

of September 30, 2024, we had cash and cash equivalents, working capital and an accumulated deficit of $ 64,584 ,

$ 96,596 and $ 662,344 , respectively.

the three and nine months ended September 30, 2024, we had a net loss of $ 87,389 and $ 124,621

primarily attributable to increases in accounting/auditing, credit cards fees, provision for expected credit losses and currency

exchange losses of $1,958 partially offset by decreases in legal, consulting/other professional services, marketing, software

licensing, recruiting, and investor/public relations of $1,110.

operating expenses decreased by $1,089 or 17%, to $5,349 for the three months ended March 31, 2025 from $6,438 for the three months ended

March 31, 2024.

The decrease was primarily attributable to decreases in loss on disposal of assets,

travel expenses, website expenses, rent, and hardware and software development costs of $2, 202 , partially offset by increases in insurance,

software licensing and property/use tax expenditures of $1,251.

recorded a loss on the change in fair value of consideration payable related to the Envoy acquisition of $679 during the three

months ended March 31, 2025 and $1,700 for the three months ended March 31, 2024, a decrease of $1,021 or 60%.

The decrease was due to the change in the

inputs to the probability-weighted discounted cash flow model.

increased by $63 or 19% from $338 for the three months ended March 31, 2024 to $401 for the three months ended March 31, 2025.

increase in other income (expense) was primarily attributable to a decrease in interest expense of $371 and dividend and interest

income of $308.

loss for the three months ended March 31, 2025, increased by $3,534, or 21%, to $20,707 as compared to $17,173 the three months ended

March 31, 2024.

The increase was primarily attributable to an decrease in operating expenses, and partially offset by a decrease in gross profit.

Total Comprehensive Loss

comprehensive loss for the three months ended March 31, 2025, was $17,956 whereas our total comprehensive loss for the three months ended

March 31, 2024, was $18,410, a decrease of $454 or 2%.

Liquidity and Capital Resources

We measure our liquidity in a

number of ways, including the following:

and Cash Equivalents

the three months ended March 31, 2025, we financed our activities from proceeds derived from equity financings occurring in prior periods.

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

expenses and various consulting and professional fees.

three months ended March 31, 2025 and 2024, we used cash of $11,855 and $21,476, respectively, in operations.

Our cash use for the three

months ended March 31, 2025 was primarily attributable to our net loss of $20,707 adjusted for net non-cash expenses in the aggregate

amount of $7,785, plus $1,067 of net cash used in changes in the levels of operating assets and liabilities.

Our cash use for the three

months ended March 31, 2024 was primarily attributable to our net loss of $17,173, adjusted for net non-cash expenses in the aggregate

amount of $7,737, and $12,040 of net cash used to fund changes in the levels of operating assets and liabilities.

During the three

months ended March 31, 2025, net cash provided by investing activities was $11,091 of which $13,630 was provided by the sale of

marketable securities, offset by $173 of capitalized engineering costs and $2,366 of which was used to purchase charging stations

and other fixed assets.

During the three months ended March 31, 2024, net cash used in investing activities was $171, of which

$2,830 was used to purchase charging stations and other fixed assets , $341 was used in the purchase of marketable securities, offset by $3,000 provided by the sale of marketable securities.

the three months ended March 31, 2025, cash provided by financing activities was $883, of which, $8 was used to pay down our liability

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

During the three

months ended March 31, 2024, cash used in financing activities was $6,703, of which, $31,354

was used to pay down notes payable, $169 was used to pay down our liability in connection with a finance lease and $250 was used

to pay down our liability in connection with internal use software, partially offset by $25,070 provided by offering proceeds related

to the sale of common stock.

As of March 31, 2025,

we had cash and cash equivalents, marketable securities, working capital and an accumulated deficit of $42,024, $0, $65,720 and $756,562,

respectively.

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

price of $12.00 per share.

The Company received approximately $100,000 in gross proceeds from the public offering and $94,766 in net

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

The public offering was made pursuant to

our automatic shelf registration statement on Form S-3 filed with the SEC on January 6, 2021, and prospectus supplement dated February

Barclays acted as the sole book-running manager for the offering.

Wainwright & Co., Roth Capital Partners and ThinkEquity

acted as co-managers for the offering.

The underwriters did not exercise the over-allotment granted to them in connection with the offering.

have not yet achieved profitability and expect to continue to incur cash outflows from operations Historically, we have been able to

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

additional funds in the future.

We expect that our cash on hand will fund our operations for at least 12 months after the issuance date

of the financial statements included in this Quarterly Report on Form 10-Q.

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

We believe we have access

to capital resources and continue to evaluate additional financing opportunities.

There is no assurance that we will be able to obtain

During the three months ended March 31, 2025, we had 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.

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 we might raise will enable us

to complete our EV development initiatives or attain profitable operations.

Obligations and Commitments

have operating and finance lease obligations over the next five years of approximately $10,385.

These operating lease obligations are

primarily related to corporate office space, warehousing, and parking spaces related to our car-sharing services.

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.

Accounting Estimates

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.

However, 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 are issued.

Contractual Obligations

and Commitments

operating and finance lease obligations over the next five years of approximately $10,071.

These operating lease and financing lease obligations

are primarily related to corporate office space, warehousing, and parking spaces related to our car-sharing services.

Critical Accounting Estimates

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

These accounting principles require us

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

These accounting principles require us to

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

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

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and evaluating our reported financial results are described below.

consider an accounting estimate to be critical if:

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

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

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

on our financial condition or results of operations.

an accounting estimate to be critical if:

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

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

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

condition or results of operations.

has identified certain critical accounting estimates which are outlined below.

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

Changes in estimates used in these and other items

could have a material impact on our financial statements.

follow the acquisition method of accounting to record identifiable assets acquired and liabilities assumed recognized in connection with

acquired businesses at their estimated fair value as of the date of acquisition.

Identifiable intangible assets from business combinations

are recognized at their estimated fair values as of the date of acquisition and consist of customer relationships, developed technology

and trade names.

Determination of the estimated fair value of identifiable intangible assets requires judgment.

The fair value of intangible

assets is estimated using the relief from royalty method for the acquired developed technology and trade names and the multi-period excess

earnings method for the acquired customer relationships.

The fair value of non-compete agreements is estimated using the discounted cash

flow approach.

All of these fair value methods are income-based valuation approaches, which require judgment to estimate appropriate

discount rates, royalty rates related to the developed technology and trade name intangible assets, revenue growth attributable to the

intangible assets and remaining useful lives.

Consideration

payable liability is estimated using a Monte Carlo simulation model to determine the probability

of achieving certain milestones.

In order to perform the fair value calculations the

following estimates are considered:

probability of a public offering and discount rates .

fair value for consideration payable is reviewed each quarter after the original

valuation to determine if revised estimates are necessary.

assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not

be recoverable.

We assess 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.

Fair value is

determined using various valuation techniques including discounted cash flow models, quoted market values, and third-party independent

appraisals, as necessary.

Goodwill and Intangible Asset Impairment

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.

is evaluated for impairment on November 1 of each year 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

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.

During 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.

Company tests goodwill for impairment at the reporting unit level.

The Company identifies the Company’s reporting units by assessing

whether the components of the Company constitute businesses for which discrete financial information is available and segment management

regularly reviews the operating results of those components.

The Company’s goodwill is contained in the Legacy Blink reporting

unit resulting from the acquisition of SemaConnect and the Mobility reporting unit resulting from the acquisition of Envoy Technologies.

Company determines fair value through multiple valuation techniques including discounted cash flow models, quoted market values, and

third-party independent appraisals and weighs 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.

Reporting unit fair value estimates include significant assumptions such as:

revenue growth rates,

operating margins, estimated royalty rates, company-specific risk premiums used in the weighted-average cost of capital, and certain

multiples, which are affected by expectations about future market or economic conditions.

The Company performs sensitivity analyses on

significant assumptions to evaluate how changes in the estimated fair values of reporting units respond to changes in assumptions, specifically

the revenue growth rates and the weighted-average cost of capital.

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.

Changes in estimates used in these and other items could

have a material impact on our financial statements.

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

included elsewhere in this quarterly report.

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

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

There have been no material changes

to our critical accounting policies and estimates since the filing of our Annual Report on Form 10-K for the year ended December 31, 2024.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis