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Item 1. Financial Statements

2025-08-18 compared with 2025-05-12 · 593 added, 478 removed, 345 unchanged (76% of the section changed)

FINANCIAL STATEMENTS.

Condensed Consolidated Balance Sheets

thousands, except for share amounts)

(in thousands, except for share and per

share amounts)

Current Assets:

26 unchanged sentences

Stockholders’ Equity:

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

Preferred stock, $ 0.001 par value, 40,000,000 shares authorized, 0 shares issued and outstanding as of June 30, 2025 and

December 31, 2024 , respectively

Common stock, $ 0.001 par value, 500,000,000 shares authorized, 103,100,485 and 101,970,907 shares issued and outstanding as of

June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

7 unchanged sentences

For The Three Months Ended

For The Six Months Ended

Product sales

18 unchanged sentences

Loss From Operations

Other (Expense) Income, Net:

Interest expense

Other Income (Expense):

Interest income (expense)

Change in fair value of derivative and other accrued liabilities

4 unchanged sentences

Net Loss Per Share:

Weighted Average Number of

Common Shares Outstanding:

Weighted Average Number of Common Shares Outstanding:

1 unchanged sentence

Condensed Consolidated Statements of Comprehensive Loss

(in thousands, except

for share and per share amounts)

For the Three Months Ended

Other Comprehensive Loss:

For the Six Months Ended

Other Comprehensive (Loss) Income:

Cumulative translation adjustments

2 unchanged sentences

Condensed Consolidated Statements of Changes in Stockholders’ Equity

the Three Months Ended March 31, 2025

thousands, except for share amounts)

Preferred Stock

the Three and Six Months Ended June 30, 2025

(in thousands, except for share amounts)

Comprehensive

2 unchanged sentences

$ ( 735,855 )

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

Common stock issued in public

offering, net of issuance costs [1]

Stock-based compensation

Other comprehensive loss

Other comprehensive income

Balance - March 31, 2025

$ ( 756,562 )

Stock-based compensation

Other comprehensive loss

- June 30, 2025

$ ( 788,521 )

[1] Includes gross

2 unchanged sentences

Condensed Consolidated Statements of Changes in Stockholders’ Equity

the Three Months Ended March 31, 2024

thousands, except for share amounts)

Preferred Stock

the Three and Six Months Ended June 30, 2024

(in thousands, except for share amounts)

Accumulated Other

Comprehensive

Stockholders’

Income/(Loss)

Balance - January 1, 2024

$ ( 537,723 )

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

4 unchanged sentences

$ ( 554,896 )

Stock-based compensation

Common stock issuance, net

Common stock issued in public offering, net of issuance costs

Other comprehensive loss

Balance - June 30, 2024

$ ( 574,955 )

[1] Includes gross

2 unchanged sentences

Condensed Consolidated Statements of Cash Flows

For The Three Months Ended

(in thousands)

For The Six Months Ended

Cash Flows From Operating Activities:

2 unchanged sentences

Non-cash lease expense

Loss (gain) on disposal of fixed assets

Loss on disposal of fixed assets

Change in fair value of derivative and other accrued liabilities

6 unchanged sentences

Prepaid expenses and other current assets

Accounts payable, accrued expenses, and other current liabilities

Accounts payable and accrued expenses

Other liabilities

5 unchanged sentences

Proceeds from sale of marketable securities

Proceeds from sale of equity method investment

Purchase of marketable securities

1 unchanged sentence

Purchases of property and equipment

Net Cash Provided By (Used In) Investing Activities

Net Cash Provided By (Used In) Investing

Cash Flows From Financing Activities:

4 unchanged sentences

Net Cash Provided By (Used In) Financing Activities

Effect of Exchange Rate Changes on Cash and Cash Equivalents

Net Increase (Decrease) In Cash and Cash Equivalents

and Restricted Cash

Effect of Exchange Rate Changes on Cash and

Cash Equivalents and Restricted Cash

Net Decrease In Cash and Cash Equivalents and Restricted Cash

Cash and Cash Equivalents and Restricted Cash - Beginning of Period

5 unchanged sentences

and restricted cash

[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 .

the six months ended June 30, 2025, includes gross proceeds of $ 909 , less issuance costs of $ 18 .

the six months ended June 30, 2024, includes gross proceeds of $ 25,651 , less issuance costs of $ 581 .

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

Condensed Consolidated Statements of Cash Flows — Continued

For The Three Months Ended

(in thousands)

For The Six Months Ended

Supplemental Disclosures of Cash Flow Information:

3 unchanged sentences

Property and equipment obtained in exchange for finance lease obligations

Common stock issuance, net

Transfer of inventory to property and equipment

4 unchanged sentences

and Operations

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

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

Charging Co., through its wholly-owned subsidiaries (collectively, the “Company” or “Blink”), is a leading owner, operator and provider of electric vehicle (“EV”) charging equipment and networked EV charging services in the rapidly

and international markets for EVs.

13 unchanged sentences

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.

wholly owned subsidiary, Envoy Technologies, Inc.

(“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

(“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) 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.

April 4, 2025, Envoy Technologies entered into Amendment No.

2 (the “Second Amendment”) to the Agreement and Plan of

Merger, dated as of April 18, 2023, by and among the Company, Envoy Mobility, Inc.

(formerly Blink Mobility, LLC), Envoy

Technologies and Fortis Advisors LLC, as equityholders’ agent.

The Second 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.

On May 16, 2025, Envoy Technologies entered into

Amendment No.

3 (the “ Third Amendment”) to the Agreement and Plan of Merger, dated as of April 18, 2023, by and among

the Company, Envoy Mobility, Inc.

(formerly Blink Mobility, LLC), Envoy Technologies and Fortis Advisors LLC, as

equityholders’ agent.

The Third Amendment further extended the date by which Envoy Technologies would need to complete either

a direct listing or an underwritten initial public offering, in either case, to September 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

The extension in respect of the direct listing still applies only to a direct listing consummated on either the New York

Stock Exchange or The Nasdaq Capital Market, Global Select Market or Global Market.

In consideration for the extension, the value of

Envoy Technologies’ shares of common stock to be issued to the former shareholders of Envoy Technologies was increased to

See Note 11 – Subsequent Events

for additional information.

of Presentation

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

accepted in the United States of America (“U.S.

GAAP”) for interim financial information and with the instructions to Form

10-Q and Article 8 of Regulation S-X.

Accordingly, they do not include all of the information and disclosures required by U.S.

complete financial statements.

In the opinion of management, such statements include all adjustments (consisting only of normal recurring

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

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.

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

generally accepted in the United States of America (“U.S.

GAAP”) for interim financial information and with the

instructions to Form 10-Q and Article 8 of Regulation S-X.

Accordingly, they do not include all of the information and disclosures

required by U.S.

GAAP for complete financial statements.

In the opinion of management, such statements include all adjustments

(consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed consolidated

financial statements of the Company as of June 30, 2025 and for the three and six months then ended.

The results of operations for

the three and six months ended June 30, 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.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1 unchanged sentence

policies, except as disclosed in this note.

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.

of June 30, 2025, the Company had cash and cash equivalents of $ 25,318 and

working capital of $ 40,491 .

During the three and six months ended June 30, 2025, the Company incurred a net loss of $ 31,959 and

respectively.

During the six months ended June 30, 2025, the Company used cash in operating activities of $ 28,524 .

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

Absent a near-term

capital infusion or significant improvement in cash flow provided by operations, the Company expects that its current cash and net

working capital resources will be insufficient to fund future operations, and the need for additional funding to support its planned

operations raises substantial doubt regarding the Company’s ability to continue as a going concern for a period of at least

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

Historically,

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

During the 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.

During the six months ended June 30, 2025, the Company sold

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

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

The Company is required to file

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

is actively evaluating strategic alternatives, including additional cost-reduction initiatives,

asset sales, and potential restructuring or fundraising opportunities.

However, there can

be no assurance that any of these efforts will result in additional liquidity or resolve

the Company’s current financial challenges.

There is also no assurance that the amount

of funds the Company might raise will enable the Company to complete its development initiatives

or attain profitable operations.

Lastly, there can be no assurances that these other initiatives

will be achieved.

Therefore, the Company has concluded that management’s plans do not

alleviate the substantial doubt about Company’s ability to continue as a going concern

beyond one year from the date the condensed consolidated financial statements are issued.

The accompanying condensed consolidated financial statements do not include any adjustments

relating to the recoverability and classification of assets and their carrying amounts, or

the amounts and classification of liabilities that might result from the outcome of this

Company had equity securities of $ 0 and $ 13,630 as of June 30, 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.

of mutual funds and were used for working capital needs.

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

classification as of each balance sheet date.

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

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

carries all “trading securities” at fair value, with unrealized gains and losses, recorded in other income in the

Company’s condensed consolidated statements of operations.

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

The marketable securities were all classified as trading as of December 31, 2024.

Marketable securities are stated at fair

below table provides supplemental information related to marketable securities:

OF SUPPLEMENTAL INFORMATION RELATED TO MARKETABLE SECURITIES

SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO MARKETABLE SECURITIES

For the Three Months Ended

For the Six Months Ended

Net gains recognized during the period on trading securities

1 unchanged sentence

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

of June 30, 2025, the Company’s inventory was comprised of $ 20,029

of finished goods that were available

for sale and $ 12,677 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 $ 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.

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

of finished goods that were available

for sale and $ 19,621 of

raw material and work in process.

As of June 30, 2025 and December 31, 2024, the Company’s reserve for slow-moving or excess inventory

was $ 4,129 and $ 3,129 , respectively.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

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 – 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.

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.

AND EQUIPMENT

During the three and six

months ended June 30, 2025, the Company recorded loss on disposals of $ 5,588 and $ 5,762 , respectively.

The write-offs were comprised of

the following:

Certain installed chargers that were determined to be not performing to specifications of $ 4,030 and the write-off of older,

incomplete charger deployment projects of $ 1,732 .

During the three and six

months ended June 30, 2024, the Company recorded a net loss on disposals of $ 71 and $ 39 , respectively.

The loss on disposals during the

2024 period were due to the normal course of business.

CURRENCY TRANSLATION

Cumulative translation

adjustments attributable to foreign exchange were $ ( 679 )

and $ ( 400 )

for the three months ended June 30, 2025 and 2024, respectively.

Cumulative translation adjustments attributable to foreign exchange

were $ 2,072 and $ ( 1,637 )

for the six months ended June 30, 2025 and 2024, respectively.

Foreign currency transactions losses were $ 1,522 and $ 1,781

during the three and six months ended June 30, 2025, respectively.

Foreign currency transactions losses were $ 15 and $ 45

during the three and six months ended June 30, 2024, respectively.

Foreign currency transactions gains and losses are

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

Company recognizes revenue primarily from the following:

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

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

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

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

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

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.

– Extended warranties represent a stand-ready obligation whereby the Company is obligated to perform over a period of time

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

The Company also sells third-party

warranties which are recorded at the point in time of sale.

Furthermore, standard warranties are generally not accounted for as

separate performance obligations as warranties do not provide a service in addition to the assurance that the charging stations will

function as expected.

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

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

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

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

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

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

Other revenues are also comprised of sales

3 unchanged sentences

For The Three Months Ended

For The Six Months Ended

Revenues - Recognized at a Point in Time

9 unchanged sentences

Total Revenue

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

RECOGNITION - CONTINUED

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

1 unchanged sentence

For The Three Months Ended

For The Six Months Ended

Revenues by Geographical Area

United States

International

18 unchanged sentences

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.

of June 30, 2025, the Company had $ 28,966 related to contract liabilities where performance obligations have not yet been satisfied,

which has been included within deferred revenue on the condensed consolidated balance sheet as of June 30, 2025.

The Company expects

3 unchanged sentences

the expected amortization period is one year or less.

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

During the three and six months ended June 30, 2025 and 2024, there was no

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

606-10-50-12A.

the three and six months ended June 30, 2025, the Company recognized $ 2,529 and $ 5,390 of revenues, respectively, related to network fees

and warranty contracts, which were included in deferred revenues as of December 31, 2024.

During the three and six months ended June

30, 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 by analogy to International Accounting Standard (“IAS”) 20, Accounting for Government Grants

and Disclosure of Government Assistance are recognized

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

2 unchanged sentences

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.

the three months ended June 30, 2025 and 2024, the Company recorded $ 32

respectively, related to grant and rebate revenue.

During the six months ended June 30, 2025 and 2024, the Company recorded $ 192

respectively, related to grant and rebate revenue.

During the three months ended June 30, 2025 and 2024, the Company recognized $ 303

respectively, of revenue related to alternative fuel credits.

During the six months ended June 30, 2025 and 2024, the Company recognized $ 351

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,

13 unchanged sentences

of the lease.

The Company is unsure of when the customer will return the vehicles.

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

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

The Company’s

vehicles are generally rented for short periods of time (generally a few hours).

Lessees do not provide residual value guarantees on

rented vehicles.

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

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.

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.

Company is unsure of when the customer will return the vehicles.

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

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

The Company’s vehicles

are generally rented for short periods of time (generally a few hours).

Lessees do not provide residual value guarantees on rented

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

underlying vehicle.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

10 unchanged sentences

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

For the Three Months Ended

For the Three and Six Months Ended

Restricted stock units

1 unchanged sentence

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.

As of June 30, 2025, accounts payable to one significant vendor represented 11 % of total accounts

During the three months ended June 30, 2024, sales

to a significant customer represented 16 % of total revenue.

During the six months ended June 30, 2024, sales to

a significant customer represented 20 % of total revenue.

There were no revenue concentrations during the three and six months ended

June 30, 2025.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

ISSUED ACCOUNTING STANDARDS

August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-05,

“Business Combinations - Joint Venture Formations (Subtopic 805-60):

Recognition and Initial Measurement,” under which an

entity that qualifies as either a joint venture or a corporate joint venture as defined in the FASB Accounting Standards Codification

(“ASC”) master glossary is required to apply a new basis of accounting upon the formation of the joint venture.

Specifically,

the ASU provides that a joint venture or a corporate joint venture (collectively, “joint ventures”) must initially measure

its assets and liabilities at fair value on the formation date.

The amendments are effective for all joint ventures within the ASU’s

scope that are formed on or after January 1, 2025.

Early adoption is permitted in any annual or interim period as of the beginning of

the related fiscal year.

The adoption of this pronouncement on January 1, 2025 did not have a material impact on the Company’s

condensed consolidated financial statements.

October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements.” For entities subject to the SEC’s existing disclosure

requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for

purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will

be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective.

June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related

amendment will be removed from the Codification and will not become effective for any entity.

The adoption of this pronouncement is not

expected to have a material impact on the Company’s condensed consolidated financial statements.

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

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

opportunities, affect the tax rate and prospects for future cash flows.

This standard is effective for the Company’s annual

reporting beginning January 1, 2025 with early adoption permitted.

The Company does not believe the adoption of this ASU will have a

material impact, however, additional disclosures will be included in the Company’s Annual Report on Form 10-K for the year

ended December 31, 2025 and interim reporting periods beginning January 1, 2026.

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

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

This standard is effective for the Company’s annual reporting period beginning January 1, 2027 and interim reporting

periods beginning January 1, 2028.

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

Company is currently evaluating the effects of adopting this new accounting guidance.

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

SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

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

thousands, except for share and per share amounts)

Accrued income, property and

sales taxes payable

accrued expenses

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except for share and per share amounts)

STOCKHOLDERS’ EQUITY

4 unchanged sentences

(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 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.

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 .

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.

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

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

with the Agents.

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

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

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

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

by the Sales Agreement.

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

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

The ATM is not currently active since 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 and six

months ended June 30, 2025 of $ 787

and $ 1,753 ,

respectively, which is 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 six months ended June 30, 2024 of $ 1,033

and $ 1,950 ,

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

As of June 30,

2025, there was $ 2,395

of unrecognized stock-based compensation expense that will be recognized over the weighted average remaining vesting period of 1.27

the six months ended June 30, 2025, the Company granted an aggregate of 1,237,935

shares of restricted stock with an

aggregate grant date fair value of $ 1,244

which will be recognized ratably over

the vesting term.

The restricted stock has vesting dates ranging from February 24, 2026 to June 1, 2028.

Expenses related to this award

are included within compensation expense on the condensed consolidated statements of operations.

the six months ended June 30, 2025, the Company granted the following awards to three executives under the Company’s Executives’

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

Such awards will be issued in the form

of restricted stock units.

50% of the restricted stock units are designated as performance-based stock

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

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

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

escalating stock price thresholds are as follows:

The first 1/4 will vest when the stock price exceeds $ 3.00 for

a period of 90 consecutive days.

The next 1/4 will vest when the stock price exceeds $ 5.00 for

a period of 90 consecutive days .

The next 1/4 will vest when the stock price exceeds $ 7.50 for

a period of 90 consecutive days .

The final 1/4 will vest when the stock price exceeds $ 9.50 for

a period of 90 consecutive days.

the three and six months ended June 30, 2025, the Company granted ten-year stock options to purchase 45,801 shares

of common stock at an exercise price of $ 0.97 per

share to employees.

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

The stock options had a grant date fair value

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

risk-free interest rate is 4.18 %,

expected term is six years, expected volatility is 94.8 %

and an expected dividend yield of 0 %.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

RELATED PARTY TRANSACTIONS

Company and a group of three

Cyprus entities entered into a shareholders’ agreement

on February 11, 2019, pertaining to the parties’ respective shareholdings in a new joint venture entity, Blink Charging Europe

(the “Entity”), that was formed under the laws of Cyprus on the same date.

The Company owns 40 %

of the Entity while the other three parties own 60 %

of the Entity.

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

of the exiting parties.

The Entity currently owns 100 %

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

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

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

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

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

(the “Entity”), that was formed under

the laws of Cyprus on the same date.

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

Subsequently,

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

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

vehicle market in Greece.

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

During the three and six months ended June 30, 2025 and 2024, the Company did not recognized any sales to Hellas.

As of June 30, 2025

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

Furthermore, the Company has provided

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

The Company has written off this working capital contribution,

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

Company determined that the Entity is a variable interest entity;

however, the Company does not have a controlling financial interest

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

in the Entity.

From inception through 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

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

Company has not recorded a gain or loss on its equity method investment in the Entity during the three and six months ended June 30,

2025 and 2024.

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

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

CHARGING UK LIMITED

of 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

of June 30, 2025, several close family members of a senior management employee are providing services to Blink Charging UK Limited.

the three and six months ended June 30, 2025, these related parties have collectively provided services worth $ 28 and $ 52 , respectively,

to Blink Charging UK Limited.

For the three and six months ended June 30, 2024, these related parties have collectively provided services

worth $ 35 and $ 117 , 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 six months ended June 30, 2025 and 2024.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

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 months ended

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

operating lease expenses for the three and six months ended June 30, 2025 were $ 751 and $ 1,230 , respectively, and for the three and six

months ended June 30, 2024 were $ 347 and $ 1,135 , 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 June 30, 2025, the Company did not have additional operating and financing leases that have not yet commenced.

As of June 30, 2025,

the Company had $ 117 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 June 30,

the three and six months ended June 30, 2025, the Company recorded $ 2 and $ 4 , respectively, of interest expense related to finance leases,

which was recorded within interest expense on the condensed consolidated statements of operations.

During the three and six months ended

June 30, 2024, the Company recorded $ 13 and $ 23 , respectively, of interest expense related to finance leases.

cash flows information related to leases was as follows:

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

Financing cash flows from finance leases

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

Operating leases

Finance leases

Weighted Average Remaining Lease Term

Operating leases

Finance leases

Weighted Average Discount Rate

Operating leases

Finance leases

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

For The Six Months Ended

Cash paid for amounts included in the measurement of

lease liabilities:

cash flows from operating leases

cash flows from finance leases

Right-of-use assets obtained

in exchange for lease obligations:

Weighted Average Remaining

Weighted Average Discount

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

LEASES- CONTINUED

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

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

For the Years Ending December 31,

Operating Lease

Finance Lease

Total future minimum lease payments

the Years Ending December 31,

Total future minimum lease

imputed interest

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

FAIR VALUE MEASUREMENT

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

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

Marketable securities

Money market funds

Alternative fuel credits

Warrant liability

Common stock consideration payable

Total liabilities

stock consideration payable

December 31, 2024

1 unchanged sentence

Money market funds

Alternative fuel credits

Warrant liability

Common stock consideration payable

Total liabilities

stock consideration payable

addition to assets and liabilities that are measured at fair value on a recurring basis, we also measure certain assets and liabilities

4 unchanged sentences

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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

FAIR VALUE MEASUREMENT -

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

OF ASSUMPTIONS USED FOR VALUATION OF WARRANT LIABILITIES

For the Three Months Ended

Risk-free interest rate

SUMMARY OF ASSUMPTIONS USED FOR VALUATION OF WARRANT LIABILITIES

the Three Months Ended

the Six Months Ended

Risk-free interest

3.96 %- 4.03 %

5.03 %- 5.09 %

Contractual term (years)

1 unchanged sentence

Expected dividend yield

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

1 unchanged sentence

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

Common Stock Consideration Payable

Stock Consideration Payable

Beginning balance as of January

Change in fair value of consideration payable

Ending balance as of March 31,

Warrant Liability

in fair value of consideration payable

Ending balance as of

Beginning balance as of January 1,

Change in fair value of warrant liability

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,

in fair value of warrant liability

Ending balance as of

common stock consideration payable is recorded at fair value of $ 23,491 and $ 21,028 as of June 30, 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

BLINK CHARGING

NOTES TO UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands,

except for share and per share amounts)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

COMMITMENTS AND CONTINGENCIES

LITIGATION, DISPUTES AND SETTLEMENTS

The Company may be subject

to lawsuits, investigations, intellectual property matters, claims and proceedings, including, but not limited to, contractual disputes

with vendors and customers and liabilities related to employment, health and safety matters that may arise in the ordinary course of business.

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.

The Company accrues for losses that are both probable and reasonably estimable.

Loss contingencies are subject to significant uncertainties

and, therefore, determining the likelihood of a loss and/or the measurement of any loss can be complex and subject to change.

The Company believes it has

recorded adequate provisions for any such lawsuits, investigations, claims, and proceedings as of 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

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 June 30, 2025,

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

the consolidated financial statements.

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

herein cannot be predicted with certainty.

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

respect to the legal matters pending against it.

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

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

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

Farkas et al.,

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

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

Blink is named

as a nominal defendant.

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

a securities class action captioned Bush v.

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

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

District Court for

the Southern District of Florida (the “Bush Lawsuit”), and, as a result, the Company incurred costs defending against

the Bush Lawsuit and other unidentified investigations.

The 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.

The Bush Lawsuit was settled by the parties and a final judgment was entered

in October 2024.

The Klein Lawsuit asserted claims against the Director defendants for breach of fiduciary duties and corporate

waste and against the defendants for unjust enrichment.

Klein did not quantify the alleged damages in his complaint, but he

sought damages sustained by the Company as a result of the defendants’ alleged breaches of fiduciary duties, corporate

governance changes, restitution, and disgorgement of profits from the defendants and attorneys’ fees and other litigation

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

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”).

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

Litigation, Lead Case No.

2020-019815-CA-01.

The action remains stayed.

The Company wholly and completely disputes the allegations.

The Company has retained legal counsel to defend

the action vigorously.

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

In February 2022, a third shareholder derivative lawsuit, captioned McCauley (derivatively on behalf of Blink Charging

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”).

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

Blink’s Board of Directors and Michael Rama (the “McCauley Lawsuit” and together with the Klein Lawsuit and the Bhatia

Lawsuit, the “Derivative Actions”).

Blink is named as a nominal defendant.

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 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)

The McCauley Lawsuit asserted similar claims and

sought similar damages as the Klein Lawsuit.

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

June 26, 2025.

If it receives court approval, the Settlement will resolve the Derivative Actions in exchange for the Company

undertaking certain corporate governance reforms, but does not require the director defendants to make any monetary payment as part

of the Settlement.

The Settlement includes a fee and expense award to plaintiffs’ counsel in the amount of $ 533,750

(the “Fee and Expense Award”).

On June 30, 2025, plaintiffs’ counsel filed a motion asking the court to grant

preliminary approval of the Settlement, which the court has granted on August 15, 2025.

The court scheduled a final settlement hearing for

October 27, 2025 at 9:00 a.m.

at Courtroom 10D, Regional Justice Center, 200 Lewis Ave., Las Vegas, NV, 89155.

In the meantime, the

Derivative Actions remain stayed.

The Company has not recorded an accrual related to these matters as of June 30, 2025, as the

Company expects its insurance carriers to pay for the Fee and Expense Award.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in 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

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.

the Company owns and operates an EV car-sharing and ride-sharing program that allows customers to share electric vehicles through subscription

services and charge those cars through charging stations.

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

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 the performance of the Company by comparing

actual results to historical results and previously forecasted financial information.

Other than certain disaggregated expense

information provided in relation to other operating expenses, significant expenses regularly provided to the CODM are presented as

shown on the statement of operations.

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

expenses, which is disaggregated between software costs and other expenses as shown in the table below:

SCHEDULE OF DISAGGREGATED EXPENSE INFORMATION FOR OTHER OPERATING EXPENSES

The Three Months Ended

The Six 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

other operating expenses

(1) Includes operating

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

following table sets forth our long-lived assets by geographic area, which consists of property and equipment, net and operating lease

right-of-use assets:

SCHEDULE OF LONG-LIVED ASSETS BY GEOGRAPHIC AREA

June 30, 2025

December 31, 2024

1 unchanged sentence

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)

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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in 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.

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

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.

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 and six months ended June 30, 2024.

Company concluded the financial statements should be revised for these errors.

2 — Summary of Significant Accounting Policies - Marketable Securities

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.

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

consolidated balance sheet and condensed consolidated statement of cash flows as of and for the three and six months ended June 30,

OF PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL

Condensed Consolidated Balance Sheet- Unaudited

(in thousands)

BLINK CHARGING CO.

Condensed Consolidated Balance Sheets

(In thousands, except share amounts)

As Previously

3 unchanged sentences

Total Current Assets

Condensed Consolidated Statements of Cash Flows – Unaudited

(in thousands)

Consolidated Statements of Cash Flows

As Previously

11 unchanged sentences

and restricted cash

BLINK CHARGING

NOTES TO UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

thousands, except for share and per share amounts)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except for share and per share amounts)

SUBSEQUENT EVENTS

July 7, 2025, the Company acquired 100 %

of the equity interest in Zemetric, Inc.

(“Zemetric”), a Silicon Valley–based provider of charging infrastructure

tailored for fleet, multi-family, and high-utilization destinations.

The consideration for the acquisition includes cash, the

Company’s restricted stock and a performance driven earn-out.

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

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.

On August 4, 2025, Envoy

Technologies, Inc.

entered into Amendment No.

4 (the “Fourth 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) (“Mobility”),

Envoy Technologies and Fortis Advisors LLC, as equityholders’ agent.

The Fourth Amendment provides

that the sole remaining payment obligation to the former equityholders of Envoy will be fully satisfied, and the Company and Envoy Mobility

will be released from all claims and liabilities relating to such obligation, following the issuance of (x) $ 10,000 in shares of Company

common stock, valued based on the volume-weighted average trading price for the 25 trading days preceding the issuance date, and (y) warrants

exercisable for shares of Company common stock with an aggregate value of $ 11,000 , divided into three tranches with vesting conditions

based on specific stock price achievements.

All warrants granted per the agreement have expiration period of 20 months from the date of issuance.

All shares of Company common

stock initially issued or issued pursuant to the exercise of warrants will be subject to a 120-day leak-out period commencing on initial

issuance or exercise of warrant, as applicable, allowing sales limited to 2% per day, with a cap of 20% per month.

The former equity holders

of Envoy Technologies were granted registration rights for shares of Company common stock initially issued and those issued pursuant

to the exercise of warrants.

The Company will file a resale registration statement on Form S-1 with the SEC within 30 days of the amendment

date and use commercially reasonable efforts to have it declared effective within 90 days thereafter.

The amendment includes indemnification

provisions for both the Company and the former equity holders against claims related to the registration statement.

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

The legislation includes numerous changes to U.S.

corporate income tax law, including but not limited to:

permanent 100% bonus depreciation

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

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

of executive compensation under IRC Section 162(m).

Most provisions are effective for tax years beginning after December 31, 2024, with

certain transition rules and exceptions.

The Company is currently evaluating the impact of the Tax Reform Act of 2025 on its condensed

consolidated financial statements.

The effects of the new law, including remeasurement of deferred tax assets and liabilities and changes

to current and future tax expense, will be reflected in the period of enactment and in future periods as the Company completes its analysis.

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