Item 2.01. Completion of Acquisition or Disposition of Assets.
On
The purchase price for the acquisition of all of Blue Corner's outstanding
capital stock was
We also agreed in the Share Purchase Agreement to execute management agreements with key Blue Corner personnel, including equity incentive packages consisting of additional shares of our common stock.
We entered an escrow agreement pursuant to the Share Purchase Agreement, under
which we paid
Prior to the acquisition, Blue Corner did not have any material relationship or association with us. The acquisition purchase price was determined as a result of arm's length negotiations between the parties.
The foregoing description of the Share Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of such
agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated
herein by reference. A copy of the press release issued in
Item 3.02. Unregistered Sales of
The shares of our common stock in the acquisition were issued in a private
placement transaction made in reliance upon exemptions from registration
pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506
of Regulation D promulgated thereunder. The securities offered in the
acquisition transaction have not been registered under the Securities Act, and
may not be offered or sold in
The information provided in Item 2.01 relating to the issuance of our common stock to Blue Corner shareholders is hereby incorporated by reference to this Item 3.02.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired. In accordance with Item
9.01(a), the financial statements of
(b) Pro Forma Financial Information. In accordance with Item 9.01(b), the pro forma financial information is not "significant" and therefore not required to be filed pursuant to Article 11 of Regulation S-X.
(d) Exhibits. The exhibits listed in the following Exhibit Index are filed as part of this current report.
Exhibit No. Description
2.1 Share Purchase Agreement, datedApril 21, 2021 , between the Shareholders ofBlue Corner NV and Blink Holdings B.V.* 99.1 Press Release issued byBlink Charging Co. onMay 11, 2021 .
*Certain of the schedules and attachments to this exhibit have been omitted
pursuant to Regulation S-K, Item 601(a)(5). The registrant hereby undertakes to
provide further information regarding such omitted materials to the
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