Quarterly Report for Quarter Ending June 30, 2025 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis should be read in conjunction with, and is qualified in its entirety by, our consolidated financial statements (and notes related thereto) and other more detailed financial information appearing elsewhere in this Quarterly Report on Form 10-Q. Consequently, you should read the following discussion and analysis of our financial condition and results of operations together with such financial statements and other financial data included elsewhere in this Quarterly Report on Form 10-Q. Some of the information contained in this discussion and analysis are set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "Risk Factors" section of our most recent Annual Report on Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute "forward-looking" statements.

All information in this Quarterly Report on Form 10-Q relating to shares or price per share reflects the 1-for-150 reverse stock split effected by us on August 28, 2023, with the shares beginning trading on a post-split basis on the OTC Market on April 23, 2024.

OVERVIEW OF OUR PERFORMANCE AND OPERATIONS

Charging Robotics is engaged in the development, production and installation of wireless charging systems for various applications. The current focus of the company is wireless charging systems for electric vehicles (EVs) in robotic parking systems. The Company believes that this technology addresses a significant need, as cable-based charging systems are not feasible in these types of parking systems

Our wholly-owned subsidiary, Charging Robotics Ltd., was formed in February 2021, as an Israeli corporation, with the main goal of developing an innovative wireless EV charging technology. At the heart of the technology is a wireless power transfer module that uses resonance induction coils to transfer electricity wirelessly. This module can be used for various products such as robotic and stationary platforms. The robotic platform will include a component which is small enough to fit under the vehicle, and which will automatically position itself for maximum-efficiency charging, and upon charging completion will automatically return to its docking station or to charge the next vehicle.

Our current product, for which we have received initial orders from 3 different Automatic Parking Facilities (APS) suppliers, is a system for wireless charging of EV in APSs. We believe that this product solves a big problem inherent to APS. Since the parking area is not accessible, the driver cannot connect a charging cable when the car is parked in its final position. Upon arrival at the APS, the driver parks the EV on a plate used by the APS to transport the EV to the final parking location. The EV remains on the plate until it is retrieved by the APS when the driver wants to leave the parking. When a driver parks the EV on this plate, they connect a regular charging cable between the EV charging port and a socket installed on the plate. We pre install a wireless electricity receiver on this plate and a wireless electricity transmitter in the final parking position. As the plate and the EV arrive at the final parking position, the system senses the transmitter and receiver are in proximity and the charging process begins. The electricity is transmitted between the building and the plate in a wireless manner - over a distance of about 40mm. The entire process is automatic. Our system is installed in two parts. The electricity receiving component is installed on the plate and consists of a receiving coil and supporting electronics and a socket where the driver connects a cable to the charging socket of the EV. The system's transmitting component is installed in the APS facility and consists of a transmitting coil and the supporting electronics. As the driver parks the EV and connects the cable from the plate to the EV, he initiates the charging process using our mobile application. Once initiated, the system goes into standby mode. Upon the plate arriving at its final parking location, charging of the EV begins. When the plate and EV are in the final parking position, the transmitting coil and the receiving coil are in proximity and by way of electromagnetic induction, electricity passes from the stationary part (transmitting) of the system to the moving (receiving) part of the system. This enables the charging of EVs in places where drivers cannot enter and manually connect a plug. We have received orders for this system from 3 different customers, all APS providers in Israel. These customers include Electra parking solutions, Parkomot and Parking Design. Electra placed an order for 2 systems (each consists of 1 transmitter and 1 receiver) which will be installed in 2 parking locations, Parkomot for 1 system and parking design for 12 systems. One of the Electra systems has been installed in a robotic (automatic) parking system in Tel Aviv. The system started initial testing and additional tests will be done once the parking facility is complete and can accommodate electric vehicles. We are waiting for the parking facility to be ready to accommodate vehicles. This is required in order to complete the testing of our system. In parallel, we have used the time to conduct tests of the system in our laboratory and gain more experience and reduce risks by conducting in-house testing of our system. The Parkomot system is expected to be installed in Q1 2026. The system ASP (average selling price) is about $3,000 US. Since our product is installed in a parking facility, which is a part of a large infrastructure project, we are dependent upon completion of all buildings and the parking facilities before we can complete the installation of our system.

Recent Developments

Private Placement

During the six months ended June 30, 2025, the Company issued a total of 185,211 newly issued shares of common stock in a private placement offering total proceeds of $306. The Company also issued 111,688 shares as finders' fees for past private placement offerings.

Credit Facility

On June 8, 2025, the Company entered into facility agreements for up to $3.0 million (the "Facility Loan Amount") credit facility (the "Credit Facility") with certain lenders (the "Lenders" and the "Facility Agreement", respectively).

The Company may draw down the Facility Loan Amount from time to time, in whole or in part, upon the Company's request, from the period beginning on the effectiveness date of an uplisting of the Company's shares of common stock to a national securities exchange (the "Uplist Date") and ending on the earlier to occur of (i) such date that the Facility Loan Amount has been drawn down in full and (ii) upon such date that the Company closes one or more equity financing transactions in an aggregate amount of at least $3.0 million.

The principal portion of the Facility Loan Amount shall be repaid to the Lenders upon such date that the Company closes one or more equity financing transactions in an aggregate amount of at least $3.0 million (the "Principal Repayment Date"). The Credit Facility will accrue interest at a rate of 12% per annum (the "Facility Interest"). Facility Interest accrued as of the Principal Repayment Date shall be repaid to the Lenders upon such date that the Company closes one or more equity financing transactions in an aggregate amount of at least $5.0 million.

As part of the Facility Agreement, the Company issued warrants (the "Facility Warrants") to the Lenders to purchase an aggregate of 200,000 shares of the Company's common stock, representing an aggregate exercise amount of $3.0 million, with a per share exercise price of $15.00, subject to certain beneficial ownership limitations, anti-dilution protection and price adjustments set forth therein. The Facility Warrants will be exercisable on the Uplist Date and will have a term of 5 years from the Uplist Date.

Securities Exchange Agreement

On June 24, 2025, the Company entered into a securities exchange agreement (the "Agreement") with Revoltz Ltd., an Israeli company ("Revoltz"), and three shareholders of Revoltz (the "Revoltz Shareholders"), pursuant to which the Company issued to the Revoltz Shareholders an aggregate of 12.35% of its issued and outstanding capital stock on a pro rata and post-closing basis, equal to 1,385,002 shares of the Company's common stock, in exchange for 32.74% of Revoltz's issued and outstanding share capital on a fully diluted and post-closing basis, equal to 37,476 Revoltz ordinary shares (the "Acquisition"). The Acquisition closed on June 26, and resulted in Revoltz becoming a majority-owned subsidiary of the Company.

Results of Operations for the six months ended June 30, 2025 and June 30, 2024

Operating Expenses

Our current operating expenses consist of two components - research and development costs, net, and general and administrative costs. We have not generated revenues for the six months ended June 30, 2025, and June 30, 2024, respectively.

Research and development costs, net

Research and development costs, net for the six months ended June 30, 2025, amounted to $145 thousand, compared to $148 thousand for the six months ended June 30, 2024. The decrease is mainly due to the decrease in subcontractors expenses, which amounted to $78 thousand during the six months ended June 30, 2025, compared to $102 thousand during the six months ended June 30, 2024. Subcontractors expenses have decreased as the company is approaching the final stages of its current pilot project.

General and administrative costs

General and administrative costs for the six months ended June 30, 2025, amounted to $337 thousand, compared to $214 thousand for the six months ended June 30, 2024. The increase is mainly due to higher audit and legal expenses.

Results of Operations for the three months ended June 30, 2025 and June 30, 2024

Operating Expenses

Our current operating expenses consist of two components - research and development costs, net, and general and administrative costs. We have not generated revenues for the three months ended June 30, 2025, and June 30, 2024, respectively.

Research and development costs, net

Research and development costs, net for the three months ended June 30, 2025, amounted to $73 thousand, compared to $85 thousand for the three months ended June 30, 2024. The decrease is mainly due to the decrease in subcontractors expenses, which amounted to $32 thousand during the three months ended June 30, 2025, compared to $45 thousand during the three months ended June 30, 2024. Subcontractors expenses have decreased as the company is approaching the final stages of its current pilot project.

General and administrative costs

General and administrative costs for the three months ended June 30, 2025, amounted to $188 thousand, compared to $96 thousand for the three months ended June 30, 2024. The increase is mainly due to higher audit and legal expenses.

Other income

The other income of $1,287 represents the pre-tax gain recognized from the remeasurement at fair value of CR Ltd.'s pre-existing equity investment in Revoltz. This remeasurement occurred as part of the business combination achieved in stages.

Liquidity and Capital Resources

As of June 30, 2025, and December 31, 2024, the Company's cash balance was $114 thousand and $175 thousand, respectively.

As of June 30, 2025, and December 31, 2024, the Company's total assets were $7,649 thousand and $332 thousand, respectively.

As of June 30, 2025, the Company had total liabilities of $1,390 thousand that consisted of $449 thousand in accounts payable and other current liabilities, $472 thousand in short term loans, $434 thousand in payables to related parties, and $35 thousand in other non-current liabilities.

As of December 31, 2024, the Company had total liabilities of $945 thousand that consisted of $328 thousand in accounts payable and other current liabilities, $172 thousand in payables to related parties, $32 thousand in other non-current liabilities and $413 thousand in short term loans.

As of June 30, 2025, the Company had a negative working capital of $1,147 thousand. As of December 31, 2024, the Company had negative working capital of $654 thousand.

On June 8, 2025, the Company entered into the Facility Agreements with the Lenders pursuant to which the Company may draw down the Facility Loan Amount from time to time, in whole or in part, upon the Company's request, from the period beginning on the Uplist Date and ending on the earlier to occur of (i) such date that the Facility Loan Amount has been drawn down in full and (ii) upon such date that the Company closes one or more equity financing transactions in an aggregate amount of at least $3.0 million. For additional information, see "Overview of our Performance and Operations-Recent Developments-Credit Facility."

The Company's operating budget needs to include the planned costs to operate its business, including amounts required to fund the working capital and capital expenditure. The Company's future capital requirements and the adequacy of its available funds will depend on many factors, including the Company's ability to successfully commercialize its products and services, competing technological and market developments, and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement its product and service offerings. The Company may be unable to raise sufficient additional capital when it needs it or raise capital on favorable terms. Future financing may require the Company to pledge certain assets and enter into covenants that could restrict certain business activities or its ability to incur further indebtedness and may contain other terms that are not favorable to its shareholders or to the Company. If the Company is unable to obtain adequate funds on reasonable terms, it may be required to significantly curtail or discontinue operations or obtain funds by entering into financing agreements on unattractive terms.

Working Capital and Cash Flows (in thousands of U.S. Dollars)

Working Capital

		June 30, 2025				December 31, 2024
		(Unaudited)				(Audited)
Current Assets		$	208			$	259
Current Liabilities			1,355				913
Working Capital (deficit)		$	(1,147	)		$	(654	)

Cash Flows

		Six months ended June 30,
		2025				2024
Cash flows used in operating activities		$	(366	)		$	(232	)
Cash flows provided by (used in) investing activities			2				(4	)
Cash flows provided by financing activities			296				266
Net increase (decrease) in cash during the period		$	(68	)		$	30

Cash Flows from Operating Activities

During the six months ended June 30, 2025, we had negative cash flow from operations of $366 thousand compared to a negative cashflow of $232 thousand for the six months ended June 30, 2024. The increase resulted mainly from an increase in operating loss and changes in non-cash working capital.

Cash Flows from Investing Activities

During the six months ended June 30, 2025, we had positive cash flow from investing activities in the amount of $2 thousand, compared to negative cash flow of $4 cash flow from investing activities for the six months ended June 30, 2024. The positive cash flow is due to the newly consolidated cash balance of Revoltz.

Cash Flows from Financing Activities

During the six months ended June 30, 2025, we had a positive cash flow from financing activities of $296 thousand, compared to $266 thousand for the six months ended June 30, 2024. The increased cash flow from financing activities in the six months ended June 30, 2025, resulted mainly from the issuance of shares of common stock in a private placement offering for a total of $306 thousand.

Critical Accounting Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. It is reasonably possible that actual experience could differ from the estimates and assumptions utilized which could have a material impact on the financial statements. The following is a summary of our significant accounting estimates, and critical issues that impact them:

Accounting for stock-based compensation

We grant equity-based awards under share-based compensation plans. We estimate the fair value of share-based payment awards using the Black-Scholes option valuation model. The Black-Scholes option valuation model requires the input of subjective assumptions, including price volatility of the underlying stock, risk-free interest rate, dividend yield, and expected life of the option. Because the Company did not have a trading history of its common stock, the expected volatility was derived from the average stock volatilities of similar public companies within the Company's industry that we considered to be comparable to our business over a period equivalent to the expected term of the stock option and warrants granted. Changes in assumptions used under the Black-Scholes option valuation model could materially affect our net loss and net loss per share.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

Default on Notes

There are currently no notes in default.

Other Contractual Obligations

As of June 30, 2025, we did not have any contractual obligations.