9. FAIR VALUE MEASUREMENT

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

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

In addition to assets and liabilities that are measured at fair value on a recurring basis, we also measure certain assets and liabilities at fair value on a nonrecurring basis. Our non-financial assets, including goodwill, intangible assets, operating lease right of use assets, and property, plant and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows. These assets are recorded at fair value only when an impairment charge is recognized.

BLINK CHARGING CO.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

9. FAIR VALUE MEASUREMENT – CONTINUED

The following table sets forth a summary of the changes in the fair value of Level 3 liabilities that are measured at fair value on a recurring basis during the nine months ended September 30, 2025:

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

COMMON STOCK CONSIDERATION PAYABLE

The common stock consideration payable is recorded at fair value of $0 and $21,028 as of September 30, 2025 and December 31, 2024, respectively, and is included within consideration payable on the condensed consolidated balance sheets. The Company uses a probability-weighted discounted cash flow approach as a valuation technique to determine the fair value of the common stock consideration payable on the acquisition date and at each reporting period. The significant unobservable inputs used in the fair value measurements are the probability outcome percentages that are assigned to each scenario. Significant increases or decreases to either of these inputs in isolation could result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the common stock consideration liability.

During the three months ended September 30, 2025, in satisfaction of the Company’s obligations with respect to the common stock consideration payable, the Company issued to the former shareholders of Envoy Technologies an aggregate of 9,696,882 shares of the Company’s common stock with an aggregate issuance date fair value of $9,018 and warrants to purchase up to an aggregate of 3,898,177 shares of the Company’s common stock at an exercise price of $0.01 per share with an aggregate issuance date fair value of $2,772, both of which were classified within stockholders’ equity on the condensed consolidated balance sheets. The warrants have a contractual life of twenty months. See Note 1 – Business Organization, Nature of Operations and Basis of Presentation for additional details. The carrying value of the consideration payable prior to settlement was $23,491 and as a result of the Stock Issuance and Warrant Issuance, the Company recorded a gain on the change in fair value and settlement of the consideration payable of $11,701 and $9,238 during the three and nine months ended September 30, 2025, respectively.

Of the 3,898,177 shares of common stock issuable upon exercise of the warrants, (i) 1,470,588 shares will vest and become exercisable upon the Company’s common stock achieving a last reported sale price its principal trading market equal to or greater than $1.70 for seven consecutive trading days, (ii) 1,190,476 shares will vest and become exercisable upon the Company’s common stock achieving a last reported sale price its principal trading market equal to or greater than $2.10 for seven consecutive trading day, and (iii) 1,237,113 shares will vest and become exercisable upon the Company’s common stock achieving a last reported sale price its principal trading market equal to or greater than $4.85 for seven consecutive trading days. The determination as to whether any such vesting condition has been satisfied will be made solely by the Company, acting in good faith, based on the last reported sale price of the Company’s common stock on its principal trading market as reported on the electronic reporting system of such exchange. Subsequent to September 30, 2025, the market conditions related to the first and second price targets were met. The Company obtained a third party valuation of the fair value of the warrants which was determined using a Monte Carlo simulation that considered the probability of achieving the market conditions outlined above.

BLINK CHARGING CO.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

9. FAIR VALUE MEASUREMENT - CONTINUED

WARRANT LIABILITY

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

SUMMARY OF ASSUMPTIONS USED FOR VALUATION OF WARRANT LIABILITIES

EARN-OUT LIABILITIES

See Note 3 – Business Combination for details.

BLINK CHARGING CO.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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