9. SALE OF ENVOY TECHNOLOGIES

On June 5, 2026, the Company sold all of the outstanding common stock of Envoy Technologies, Inc. (“Envoy Technologies”), its electric vehicle car-sharing business, to BladeRanger Ltd., an unrelated third party, and deconsolidated Envoy Technologies as of that date. The disposal was undertaken as part of the Company’s strategy to focus its resources on its core electric vehicle charging operations and did not represent a strategic shift that has, or will have, a major effect on the Company’s operations and financial results.

Consideration for the sale consisted of $1,000 in cash, subject to a post-closing working capital adjustment, and a $12,500 convertible promissory note to be issued by Envoy Technologies, which would be settled at the earlier of a qualified liquidity event as defined within the convertible promissory note agreement or the maturity date. The maturity date of the convertible promissory note is July 22, 2029 and may be extended two years at the Company’s discretion. Based on management’s assessment of historical market and industry considerations, current financial results of Envoy Technologies, and the probability of the qualified liquidity events, the Company concluded the fair value of the convertible promissory note was $0. As of June 30, 2026, the cash consideration had not been received and is included in prepaid expenses and other current assets on the condensed consolidated balance sheet. The Company recognized a gain on sale of $802, which is included in other operating expenses in the condensed consolidated statements of operations for the three and six months ended June 30, 2026.

Following the sale, the Company provides transitional HR, finance, accounting, legal and technology services to Envoy Technologies on a cost-reimbursement basis under a transition services agreement with a term of six months, which may be extended for up to six additional months.