8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

DC 20549

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FORM

8-K

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CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

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Date of Report (Date of earliest event reported): April 4, 2025

BLINK

CHARGING CO.

(Exact name of registrant as specified in its charter)

Nevada	001-38392	03-0608147
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission<br><br> <br>File Number)	(IRS Employer<br><br> <br>Identification No.)
5081<br> Howerton Way, Suite A<br><br> Bowie, Maryland	20715
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(Address<br> of Principal Executive Offices)	(Zip<br> Code)

Registrant’s telephone number, including area code: (305) 521-0200

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title<br> of Each Class	Trading<br> Symbol(s)	Name<br> of Each Exchange on Which Registered
Common<br> Stock	BLNK	The<br> Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

CURRENT

REPORT ON FORM 8-K

Blink

Charging Co. (the “Company”)

April

4, 2025

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Item1.01. Entry into a Material Definitive Agreement.

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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.

The foregoing summary description of the Amendment is qualified by reference to the full text thereof, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein in its entirety.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits.<br> The exhibits listed in the following Exhibit Index are filed as part of this current report.
Exhibit<br> No.	Description
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2.1	Amendment No. 2 to Agreement and Plan of Merger, dated as of April 4, 2025, by and among Blink Charging Co., Envoy Mobility, Inc. (formerly Blink Mobility, LLC), Envoy Technologies, Inc. and Fortis Advisors LLC, as equityholders’ agent.
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BLINK CHARGING CO.
Date:<br> April 9, 2025	By:	/s/ Michael C. Battaglia
	Name:	Michael C. Battaglia
	Title:	President and Chief Executive Officer

Exhibit 2.1

AmendmentNo. 2 to Agreement and Plan of Merger

This Amendment No. 2, dated as of April 4, 2025 (this “Amendment”), to that certain Agreement and Plan of Merger, dated as of April 18, 2023, as amended (the “Merger Agreement”), is made by and among EnvoyMobility, Inc., a Nevada corporation, formerly known as Blink Mobility, LLC (“Parent”), EnvoyTechnologies, Inc., a Delaware corporation (the “Company”), and FortisAdvisors LLC, a Delaware limited liability company (the “Equityholders’ Agent”). Parent, Company and Equityholders’ Agent are referred to herein sometimes individually as a “Party” and collectively herein as the “Parties.” Any capitalized terms used herein but not defined in this Amendment shall have the meaning ascribed to such terms in the Merger Agreement.

WHEREAS, on March 10, 2025, the Parties amended the Merger Agreement pursuant to that certain Amendment No. 1 to Agreement and Plan of Merger, which, among other things, extended the Tertiary Qualified IPO Stock Date and HoldCo Stock Issuance Date, each as defined in the Merger Agreement, by 45 days, but only with respect to an underwritten initial public offering referred to in subsection (x) of Qualified IPO;

WHEREAS, Section 9.11 of the Merger Agreement requires a written instrument signed by the Parties to amend, supplement or change the Merger Agreement; and

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WHEREAS, the Parties wish to extend the Tertiary Qualified IPO Stock Date and HoldCo Stock Issuance Date, each as defined in the Merger Agreement, by 45 days with respect to a direct listing referred to in subsection (y) of Qualified IPO to the extent such direct listing occurs on either the New York Stock Exchange or the Nasdaq Capital Market, Global Select Market or Global Market.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, and intending to be legally bound, the Parties agree as follows:

1. Amendments. The phrase “25.5 months anniversary (June 2, 2025) in the case of an underwritten initial public offering referred to in subsection (x) of Qualified IPO and 24 months anniversary in the case of a direct listing referred to in subsection (y) of Qualified IPO” used in Section 2.1(c)(i)(4)(A) of the Merger Agreement is deleted and replaced with:

“25.5 months anniversary (June 2, 2025) in the case of an underwritten initial public offering referred to in subsection (x) of Qualified IPO or in the case of a direct listing referred to in subsection (y) of Qualified IPO to the extent such direct listing is consummated on either the New York Stock Exchange or the Nasdaq Capital Market, Global Select Market or Global Market, and Parent agrees that it shall not consummate a direct listing referred to in subsection (y) of Qualified IPO other than on either the New York Stock Exchange or the Nasdaq Capital Market, Global Select Market or Global Market.”

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**2. Certain Interpretation.**For the avoidance of doubt, in the event of a direct listing consummated on either the New York Stock Exchange or the Nasdaq Capital Market, Global Select Market or Global Market, the shares to be listed for trading shall include the shares issuable pursuant to Section 2.1(c)(i)(4)(A) of the Merger Agreement.

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3. Miscellaneous Provisions.

a. Defined Terms. Capitalized terms not defined herein shall have the meanings ascribed to them in the Merger Agreement.

b. Binding Effect. This Amendment No. 2 shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

c. Counterparts. This Amendment No. 2 may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

d. Agreement in Effect. Except as expressly provided herein, the execution and delivery of this Amendment No. 2 shall not extend, modify or waive any term or condition of the Merger Agreement.

e. Governing Law. This Amendment No. 2 shall be governed by, and construed under, the laws of the State of Delaware, and all rights and remedies being governed by said laws, without regard to principles of conflict of law.

[Signature Page Follows]

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INWITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 effective as of the day and year first above written.

Envoy Mobility, Inc.
By:	/s/ Aviv Hillo, Esq
Name:	Aviv Hillo, Esq.
Title:	General Counsel & EVP M&A
Envoy Technologies, Inc.
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By:	/s/ Aric Ohana
Name:	Aric Ohana
Title:	CEO
Fortis Advisors LLC, solely in its capacity as the Equityholders’ Agent
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By:	/s/ Ryan Simkin
Name:	Ryan Simkin
Title:	Managing Director
Acknowledged, Accepted and Agreed:
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Blink Charging Co.
By:	/s/ Michael Battaglia
Name:	Michael Battaglia
Title:	Chief Executive Officer