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0001459188
0001459188
2026-08-31
2026-08-31
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
August 31, 2026
CHARGING ROBOTICS INC.
(Name of Registrant as specified in its charter)
| Delaware |
|
001-42936 |
|
20-2274999 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification
No.) |
20
Raul Wallenberg Street
Tel Aviv, Israel |
|
6971916 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
(+972) 54 642-0352
(Registrant’s telephone number, including
area code)
Not applicable
(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 communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement 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
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| N/A |
|
N/A |
|
N/A |
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.
Item 8.01 Other Events
On August 31, 2026, Charging Robotics Ltd. (“Charging Israel”), a wholly owned subsidiary Charging Robotics Inc. (the “Company”),
entered into a share purchase agreement (the “Share Purchase Agreement”) with Clearmind Medicine Inc. (“Clearmind”),
pursuant to which Clearmind agreed to purchase 149 ordinary shares of Charging Israel for an aggregate purchase price of $2.5 million.
Following the closing of the transaction, Clearmind will own 51% of the issued and outstanding share capital of Charging Israel and the
Company will retain a 49% ownership interest. The purchase price for the shares is $16,778 per share.
In connection with, and as
a condition to, the closing under the Share Purchase Agreement, Charging Israel entered into a loan agreement (the “Loan Agreement”)
with Clearmind pursuant to which Clearmind agreed to provide Charging Israel with a loan in the principal amount of $1.5 million. The
loan bears interest at a rate of 4.0% per annum and, unless repaid earlier, matures on the third anniversary of the effective date of
the Loan Agreement, subject to extension under certain circumstances set forth therein and as further described below.
The transactions contemplated by the Share Purchase Agreement and the Loan Agreement are expected to close concurrently during the week
of September 7, 2026, subject to the satisfaction or waiver of customary closing conditions, including payment of the purchase price and
funding of the loan.
Unless earlier repaid, the
outstanding principal amount of the loan, together with accrued and unpaid interest, will become due and payable on the third anniversary
of the effective date of the Loan Agreement. If, as of that date, Charging Israel has not generated positive cash flow from its operating
and financing activities, together with available financing sources, sufficient to repay the outstanding loan amount, as reflected in
its most recently completed financial statements prepared in accordance with IFRS, the repayment date will automatically be extended
until the first date on which Charging Israel has generated such cash flow and available financing sources. During any extension period,
the outstanding principal amount will continue to accrue interest at the rate of 4.0% per annum. Charging Israel may prepay all or any
portion of the loan at any time without penalty, premium or other fee. The Loan Agreement provides that Clearmind may accelerate the
loan following certain events of default, including a failure by Charging Israel to make a required payment within 15 business days after
it becomes due, certain negotiations with creditors regarding a general readjustment or rescheduling of indebtedness, a general assignment
or composition for the benefit of creditors, specified insolvency, liquidation, dissolution or reorganization proceedings, or the levy
or enforcement of legal process against all or a material portion of Charging Israel’s property or assets.
Upon consummation of the
transaction, the Company will cease to own a controlling interest in Charging Israel and Charging Israel will no longer be a wholly owned
subsidiary of the Company. The Company expects to retain a 49% equity interest in Charging Israel following the closing of the transactions.
Upon consummation of the
transaction, Charging Israel will cease to be a consolidated subsidiary of the Company. The Company is filing with this Current Report
on Form 8-K unaudited pro forma condensed consolidated financial information giving effect to the transaction pursuant to Article 11
of Regulation S-X, which information is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The foregoing descriptions
of the Share Purchase Agreement and Loan Agreement do not purport to be complete and are qualified in their entirety by reference to
the full text of such agreements, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated
herein by reference.
Warning Concerning Forward Looking Statements
This Current Report contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995 and other securities laws. For example, this Current Report states that the transactions contemplated by the Share
Purchase Agreement and the Loan Agreement (the “Transactions”) are expected to close during the week of September 7, 2026,
subject to the satisfaction or waiver of customary closing conditions, including payment of the purchase price and funding of the loan.
In fact, the closing of the Transactions is subject to various conditions and contingencies as are customary in transactions of such nature
in the United States. These forward looking statements are based upon the Company’s present intent, beliefs or expectations, but
forward looking statements are not guaranteed to occur and may not occur for various reasons, including some reasons which are beyond
the Company’s control. For this reason, among others, you should not place undue reliance upon the Company’s forward looking
statements. Except as required by law, the Company undertakes no obligation to revise or update any forward looking statements in order
to reflect any event or circumstance that may arise after the date of this Current Report.
Item 9.01 Financial
Statements and Exhibits.
(b) Pro Forma Financial Information
The unaudited pro forma condensed consolidated
financial information of the Company giving effect to the transaction described in Item 8.01 of this Current Report on Form 8-K is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
(d) Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Share Purchase Agreement, dated August 31, 2026, by and between Charging Robotics Ltd. and Clearmind Medicine Inc. |
| 10.2 |
|
Form of Loan Agreement, dated August 31, 2026, by and between Charging Robotics Ltd. and Clearmind Medicine Inc. |
| 99.1 |
|
Charging Robotics Inc. Unaudited Pro Forma Condensed Consolidated Financial Information |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
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.
| Charging Robotics Inc. |
|
| |
|
|
| By: |
/s/ Meni Nachmias |
|
| Name: |
Meni Nachmias |
|
| Title: |
Chief Executive Officer |
|
Date: September 4, 2026
Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
INFORMATION
Introduction
We are providing the following unaudited pro forma
condensed combined financial information to aid in the analysis of the financial effect of the transactions entered into on August 31,
2026 pursuant to a share purchase agreement between Charging Robotics Ltd. (“Charging Israel”), then a wholly owned subsidiary
of Charging Robotics Inc. (the “Company”), and Clearmind Medicine Inc. (“Clearmind”). Pursuant to the share purchase
agreement, Charging Israel issued and sold to Clearmind 149 newly issued ordinary shares for aggregate cash consideration of $2.5 million,
which was paid directly to Charging Israel. Following the issuance, Clearmind owns 51% of the issued and outstanding share capital of
Charging Israel, and the Company retains a 49% ownership interest in Charging Israel.
In connection with, and as a condition to, the closing, Clearmind agreed to fund a loan to Charging Israel in the principal amount of
$1.5 million. The loan bears interest at a rate of 4.0% per annum and, unless earlier repaid, matures on the third anniversary of its
effective date, subject to an automatic extension under the circumstances specified in the loan agreement. Charging Israel may prepay
all or any portion of the loan at any time without penalty, premium or other fee.
As a result of the share issuance, the Company
ceased to have a controlling financial interest in Charging Israel and deconsolidated Charging Israel. The completed share issuance and
related loan are referred to collectively as the “Transaction”. Unless the context otherwise requires, the terms “we,”
“us,” “our” and the “Company” refer to Charging Robotics Inc. and its consolidated subsidiaries after
giving effect to the Transaction.
The transfer by Charging Israel to the Company,
effective July 1, 2026, of Charging Israel’s 18.33% ownership interest in Revoltz Ltd. (“Revoltz”) was an internal reorganization
that did not change the Company’s consolidated ownership interest in, or accounting for, Revoltz and therefore is not treated as
a separate pro forma transaction. For purposes of presenting the pro forma financial information following the deconsolidation of Charging
Israel, the Revoltz interest is reflected as though it had been held directly by the Company throughout the periods presented, without
changing the historical date on which the Company obtained control of Revoltz.
The Unaudited Pro Forma Condensed Combined Financial Statements
The unaudited pro forma condensed combined balance
sheet as of June 30, 2026 gives effect to the Transaction as if it had occurred on June 30, 2026. The unaudited pro forma condensed combined
statements of operations for the six months ended June 30, 2026 and the year ended December 31, 2025 give effect to the Transaction as
if it had occurred on January 1, 2025.
The unaudited pro forma condensed combined financial
information is based on available information and assumptions that management believes are reasonable, has been prepared for illustrative
purposes in accordance with Article 11 of Regulation S-X. The pro forma information is not necessarily indicative of the financial condition
or results of operations that would have occurred had the Transaction been completed on the dates assumed, nor is it indicative of the
Company’s future financial condition or results of operations. The transaction accounting is preliminary and may change as additional
information becomes available; any such changes could be material.
The historical financial information of Charging
Israel was derived from its unaudited financial statements as of and for the six months ended June 30, 2026 and its audited financial
statements as of and for the year ended December 31, 2025. The historical financial information of the Company was derived from its unaudited
condensed consolidated financial statements as of and for the six months ended June 30, 2026 and its audited consolidated financial statements
as of and for the year ended December 31, 2025.
The unaudited pro forma condensed combined financial information should
be read together with the Company’s audited and unaudited consolidated financial statements and related notes and the related Management’s
Discussion and Analysis of Financial Condition and Results of Operations.
Adjustments to Unaudited Pro Forma Condensed Combined Financial
Information
The historical consolidated financial statements
have been adjusted to reflect the Transaction in accordance with U.S. GAAP. The material transaction accounting adjustments and related
assumptions are described below.
Because Charging Israel was a wholly owned consolidated
subsidiary through June 30, 2026, its balances and transactions with the Company were eliminated in the historical consolidated financial
statements. The pro forma adjustments reflect the Company’s loss of control and deconsolidation of Charging Israel upon completion
of the Transaction. The prior transfer of the 18.33% Revoltz interest to the Company was an internal reorganization and does not change Revoltz’s
consolidated presentation.
No autonomous-entity or management adjustments
have been presented. Pro forma basic and diluted earnings per share reflect the pro forma net income or loss attributable to the Company
using the Company’s historical weighted-average shares outstanding because the Transaction did not involve the issuance or redemption
of Company shares.
The unaudited pro forma transaction accounting
adjustments included in the unaudited pro forma condensed combined balance sheet as of June 30, 2026, and the unaudited pro forma condensed
combined statements of operations for the six months ended June 30, 2026, and the year ended December 31, 2025, are as follows:
CHARGING ROBOTICS INC.
Unaudited Pro Forma Interim Condensed Consolidated
Balance Sheet
As of June 30, 2026
U.S. dollars in thousands
(Except share and per share data)
| | |
June 30,
2026 | | |
Transaction
Accounting
Adjustments | | |
Notes | | |
Pro Forma | |
| | |
(Unaudited) |
| ASSETS | |
| | |
| | |
| | |
| |
| Current assets: | |
| | | |
| | | |
| | | |
| | |
| Cash | |
$ | 10 | | |
$ | (2 | ) | |
| A | | |
$ | 8 | |
| Loan to related party | |
| - | | |
| 1,494 | | |
| C | | |
| 1,494 | |
| Other accounts receivable | |
| 336 | | |
| (167 | ) | |
| A | | |
| 169 | |
| Total current assets | |
| 346 | | |
| 1,325 | | |
| | | |
| 1,671 | |
| | |
| | | |
| | | |
| | | |
| | |
| Non-current assets: | |
| | | |
| | | |
| | | |
| | |
| Investment in affiliate | |
| - | | |
| 2,503 | | |
| B | | |
| 2,503 | |
| Intangible assets, net | |
| 6,672 | | |
| - | | |
| | | |
| 6,672 | |
| Goodwill | |
| 1,772 | | |
| - | | |
| | | |
| 1,772 | |
| Fixed assets, net | |
| 1 | | |
| - | | |
| | | |
| 1 | |
| Other non-current assets | |
| 36 | | |
| - | | |
| | | |
| 36 | |
| Total non-current assets | |
| 8,481 | | |
| 2,503 | | |
| | | |
| 10,984 | |
| | |
| | | |
| | | |
| | | |
| | |
| TOTAL ASSETS | |
$ | 8,827 | | |
$ | 3,828 | | |
| | | |
$ | 12,655 | |
| | |
| | | |
| | | |
| | | |
| | |
| LIABILITIES & STOCKHOLDERS’ EQUITY | |
| | | |
| | | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | | |
| | | |
| | |
| Accounts payable | |
$ | 168 | | |
$ | (168 | ) | |
| A | | |
$ | - | |
| Other current liabilities | |
| 1,145 | | |
| (952 | ) | |
| A | | |
| 193 | |
| Short term loans | |
| 1,766 | | |
| (604 | ) | |
| A, C | | |
| 1,162 | |
| Payables to related parties | |
| 177 | | |
| (66 | ) | |
| A | | |
| 111 | |
| Total current liabilities | |
| 3,256 | | |
| (1,790 | ) | |
| | | |
| 1,466 | |
| | |
| | | |
| | | |
| | | |
| | |
| Non-current liabilities: | |
| | | |
| | | |
| | | |
| | |
| Deferred tax liability | |
| 1,534 | | |
| - | | |
| | | |
| 1,534 | |
| Other non-current liabilities | |
| 39 | | |
| (39 | ) | |
| A | | |
| - | |
| Total non-current liabilities | |
| 1,573 | | |
| (39 | ) | |
| | | |
| 1,534 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total liabilities | |
$ | 4,829 | | |
| (1,829 | ) | |
| | | |
$ | 3,000 | |
| | |
| | | |
| | | |
| | | |
| | |
| Stockholders’ equity | |
| | | |
| | | |
| | | |
| | |
| Preferred shares, par value $0.0001, 10,000,000 shares authorized, 0 shares issued and outstanding | |
$ | - | | |
$ | - | | |
| | | |
$ | - | |
| Common stock, par value $0.0001, 50,000,000 shares authorized, 11,246,252 shares issued and outstanding at June 30, 2026 and December 31, 2025 | |
| 1 | | |
| - | | |
| | | |
| 1 | |
| Additional paid-in capital | |
| 5,180 | | |
| - | | |
| | | |
| 5,180 | |
| Accumulated other comprehensive loss | |
| (457 | ) | |
| 467 | | |
| A | | |
| 10 | |
| Accumulated equity (deficit) | |
| (4,245 | ) | |
| 5,190 | | |
| A, B | | |
| 945 | |
| Total stockholders’ equity attributable to the Company | |
| 479 | | |
| 5,657 | | |
| | | |
| 6,136 | |
| Non-controlling interests | |
| 3,519 | | |
| - | | |
| | | |
| 3,519 | |
| Total stockholders’ equity | |
| 3,998 | | |
| 5,657 | | |
| | | |
| 9,655 | |
| | |
| | | |
| | | |
| | | |
| | |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | |
$ | 8,827 | | |
$ | 3,828 | | |
| | | |
$ | 12,655 | |
CHARGING ROBOTICS INC.
Unaudited Pro Forma Interim Condensed Consolidated
Statement of Comprehensive Loss
For the Six months ended June 30, 2026
U.S. dollars in thousands
(Except share and per share data)
| | |
Six months
ended
June 30,
2026
Reported | | |
Transaction
Accounting
Adjustments | | |
Notes | | |
Pro Forma | |
| | |
(Unaudited) | |
| | |
| | |
| | |
| | |
| |
| Research and development costs, net | |
$ | 402 | | |
$ | (97 | ) | |
| A | | |
$ | 305 | |
| General and administrative costs | |
| 714 | | |
| (440 | ) | |
| A | | |
| 274 | |
| Total operating expenses | |
| 1,116 | | |
| (537 | ) | |
| | | |
| 579 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating loss | |
| (1,116 | ) | |
| 537 | | |
| | | |
| (579 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Financial income (expenses), net | |
| 18 | | |
| (49 | ) | |
| A, D | | |
| (31 | ) |
| Equity in losses from investment in affiliate | |
| - | | |
| (253 | ) | |
| C | | |
| (253 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Loss before income tax | |
| (1,098 | ) | |
| 235 | | |
| | | |
| (863 | ) |
| Tax income | |
| 70 | | |
| - | | |
| | | |
| 70 | |
| Net loss | |
| (1,028 | ) | |
| 235 | | |
| | | |
| (793 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss attributable to non-controlling interest | |
| (78 | ) | |
| - | | |
| | | |
| (78 | ) |
| Net loss attributable to the Company | |
| (950 | ) | |
| 235 | | |
| A, C | | |
| (715 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other comprehensive loss | |
| (194 | ) | |
| 184 | | |
| A | | |
| (10 | ) |
| Total comprehensive loss | |
| (1,222 | ) | |
| 419 | | |
| | | |
| (803 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Comprehensive loss attributable to non-controlling interests | |
| (101 | ) | |
| - | | |
| | | |
| (101 | ) |
| Comprehensive loss attributable to the Company | |
| (1,121 | ) | |
| 419 | | |
| | | |
| (702 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted loss per common stock | |
| (0.08 | ) | |
| 0.02 | | |
| E | | |
| (0.06 | ) |
| Weighted average common stock outstanding | |
| 11,246,252 | | |
| - | | |
| | | |
| 11,246,252 | |
CHARGING ROBOTICS INC.
Unaudited Pro Forma Interim Condensed Consolidated
Statement of Comprehensive Income (Loss)
For the Year ended December 31, 2025
U.S. dollars in thousands
(Except share and per share data)
| | |
Year ended December 31,
2025 | | |
Transaction Accounting Adjustments | | |
Notes | | |
Pro Forma | |
| | |
(Audited) | | |
(Unaudited) | |
| | |
| | |
| | |
| | |
| |
| Research and development costs, net | |
$ | 652 | | |
$ | (281 | ) | |
| A | | |
$ | 371 | |
| General and administrative costs | |
| 1,245 | | |
| (677 | ) | |
| A | | |
| 568 | |
| Total operating expenses | |
| 1,897 | | |
| (958 | ) | |
| | | |
| 939 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating loss | |
| (1,897 | ) | |
| 958 | | |
| | | |
| (939 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Gain on deconsolidation of subsidiary | |
| - | | |
| 4,865 | | |
| B | | |
| 4,865 | |
| Other income | |
| 1,287 | | |
| - | | |
| | | |
| 1,287 | |
| Financial income (expenses), net | |
| 49 | | |
| (33 | ) | |
| A, D | | |
| 16 | |
| Equity in losses from investment in affiliate | |
| (42 | ) | |
| (585 | ) | |
| C | | |
| (627 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Income (loss) before income tax | |
| (603 | ) | |
| 5,205 | | |
| | | |
| 4,602 | |
| Tax income | |
| 70 | | |
| - | | |
| | | |
| 70 | |
| Net income (loss) | |
| (533 | ) | |
| 5,205 | | |
| | | |
| 4,672 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss attributable to non-controlling interest | |
| (146 | ) | |
| - | | |
| | | |
| (146 | ) |
| Net income (loss) attributable to the Company | |
| (387 | ) | |
| 5,205 | | |
| | | |
| 4,818 | |
| | |
| | | |
| | | |
| | | |
| | |
| Other comprehensive loss | |
| (263 | ) | |
| 252 | | |
| A | | |
| (11 | ) |
| Total comprehensive income (loss) | |
| (796 | ) | |
| 5,457 | | |
| | | |
| 4,661 | |
| | |
| | | |
| | | |
| | | |
| | |
| Comprehensive loss attributable to non-controlling interests | |
| (153 | ) | |
| - | | |
| | | |
| (153 | ) |
| Comprehensive income (loss) attributable to the Company | |
| (643 | ) | |
| 5,457 | | |
| | | |
| 4,814 | |
| | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted income (loss) per common stock | |
| (0.04 | ) | |
| 0.5 | | |
| E | | |
| 0.46 | |
| Weighted average common stock outstanding | |
| 10,509,347 | | |
| | | |
| | | |
| 10,509,347 | |
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed
Combined Balance Sheet
| A. | Deconsolidation of Charging Israel. Represents the derecognition of Charging Israel’s historical
assets and liabilities accounts upon the Company’s loss of control. |
Before the deconsolidation, Charging
Israel transferred its 18.33% ownership interest in Revoltz to the Company. As an internal reorganization, the transfer had no effect on
the consolidated financial statements. Accordingly, the deconsolidation adjustment removes Charging Israel’s assets and liabilities
accounts but does not remove or otherwise change the accounting for Revoltz, which remains consolidated by the Company.
| B. | Retained 49% investment in Charging Israel. Represents the recognition of the Company’s retained
49% ownership interest in Charging Israel at fair value as of the date on which the Company ceased to have a controlling financial interest
in Charging Israel, in accordance with ASC 810. The fair value of the retained interest was estimated by reference to the $2.5 million
cash consideration paid by Clearmind for newly issued shares representing a 51% controlling interest in Charging Israel, with adjustments
to reflect the control premium inherent in the acquired interest and the economic benefit to Charging Israel arising from the related
$1.5 million loan funded by Clearmind at an interest rate below prevailing market terms. Following the loss of control, the Company accounts
for its retained investment under the equity method in accordance with ASC 323. The excess of the initial carrying amount of the retained
investment over the Company’s proportionate share of the carrying amount of Charging Israel’s underlying net assets is allocated
to the identifiable assets and liabilities of Charging Israel based on their respective fair values, with any residual amount treated
as equity-method goodwill. Such basis differences are accounted for in the Company’s subsequent recognition of equity-method earnings
or losses, as applicable. |
| C. | Intercompany balances and arrangements. Represents the recognition, settlement, continuation or
inclusion in the deconsolidation calculation of receivables, payables, loans and other balances between the Company and Charging Israel
that were eliminated in the historical consolidated financial statements. Balances settled before or at closing are removed; balances
that are not settled are presented as third-party balances after deconsolidation, subject to their contractual terms and collectability. |
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed
Combined Statement of Operations
| A. | Removal of Charging Israel’s historical operations. Represents the elimination of Charging
Israel’s historical results from the Company’s consolidated statements of operations as if the loss of control had occurred
on January 1, 2025, including its operating expenses, finance income or expense and other income or expense. Amounts attributable to Revoltz
remain included because Revoltz continues to be consolidated by the Company following the internal transfer of its ownership interest. |
| B. | Gain on deconsolidation. Represents the estimated gain recognized upon the loss of control of Charging
Israel, measured as the difference between (i) the fair value of the retained 49% interest and (ii) the carrying amount of Charging Israel’s
net assets attributable to the Company, after giving effect to the Revoltz transfer and the treatment of intercompany balances. The $2.5
million share subscription proceeds and the $1.5 million loan proceeds were received by Charging Israel and are not presented as cash
received directly by the Company. |
| C. | Equity-method earnings or losses of Charging Israel. Represents the Company’s 49% share of
Charging Israel’s pro forma net income or loss for the periods presented. This adjustment includes 49% of the interest expense on
the Clearmind loan and other recurring post-transaction effects, as applicable. No adjustment has been made for basis differences associated
with the retained investment, as management believes such differences would primarily relate to non-amortizing assets. |
| D. | Intercompany income and expense. Represents the reversal of historical intercompany expense, interest
and other transactions between the Company and Charging Israel that will no longer be eliminated after the loss of control, together with
elimination of any post-transaction intercompany amounts included in Charging Israel’s equity-method results to avoid double counting.
The adjustment is limited to arrangements that continue after closing and is based on the contractual terms applicable after deconsolidation. |
| E. | Net income or loss attributable to the Company and earnings per share. Represents the effect of
the foregoing adjustments on pro forma net income or loss attributable to the Company and on pro forma basic and diluted earnings per
share. No adjustment is made to the Company’s historical weighted-average shares outstanding because the transactions did not involve
the issuance or redemption of the Company’s common shares. |
