Charging Robotics Swings to Profit on Revoltz Acquisition Gain

TL;DR

**CHEV's paper profit from the Revoltz acquisition is a mirage; the company is still burning cash and needs more funding to survive.**

AI Summary

Charging Robotics Inc. (CHEV) reported a significant turnaround for the six months ended June 30, 2025, achieving a net income of $696 thousand, a substantial improvement from a net loss of $382 thousand in the prior year period. This positive shift was primarily driven by a $1,287 thousand gain from the revaluation of its pre-existing equity investment in Revoltz Ltd. following the acquisition of a controlling interest. Revenue figures were not explicitly detailed, but the company's total assets surged from $332 thousand as of December 31, 2024, to $7,649 thousand as of June 30, 2025, largely due to the Revoltz acquisition, which added $7,377 thousand in goodwill. Operating expenses increased to $482 thousand for the six months ended June 30, 2025, up from $362 thousand in the same period last year, mainly due to higher general and administrative costs. The company's cash position decreased from $175 thousand to $114 thousand during the period, with net cash used in operating activities totaling $366 thousand. CHEV also issued 200,000 warrants to two lenders as part of new facility loan agreements, allowing for up to $3,000 thousand in potential drawdowns at a 12% annual interest rate, though no amounts were drawn as of June 30, 2025. The company continues to operate with an accumulated deficit of $2,212 thousand as of June 30, 2025, raising substantial doubt about its ability to continue as a going concern without additional financing.

Why It Matters

This filing reveals a pivotal strategic move for Charging Robotics, transforming its financial outlook from a loss to a profit, primarily through the acquisition of a controlling stake in Revoltz Ltd. This acquisition, which added $7,377 thousand in goodwill and resulted in a $1,287 thousand revaluation gain, signals a significant expansion into micro-mobility, potentially diversifying CHEV's EV charging technology. For investors, the substantial increase in total assets to $7,649 thousand is notable, but the persistent accumulated deficit of $2,212 thousand and ongoing cash burn from operations ($366 thousand used) highlight continued financial risks. The competitive landscape in EV charging and micro-mobility is intense, and CHEV's ability to integrate Revoltz and leverage its technology will be crucial for long-term viability and market positioning.

Risk Assessment

Risk Level: high — The company explicitly states, "Such conditions raise substantial doubts about the Company's ability to continue as a going concern." This is supported by an accumulated deficit of $2,212 thousand as of June 30, 2025, and net cash used in operating activities of $366 thousand for the six months ended June 30, 2025. Despite the reported net income, the underlying operational cash flow remains negative, indicating a reliance on external financing.

Analyst Insight

Investors should exercise extreme caution and consider this a highly speculative investment. While the Revoltz acquisition provides a significant asset increase and a one-time gain, the fundamental cash burn and going concern warning necessitate a deep dive into future financing plans and operational synergies before considering any position.

Financial Highlights

total Assets

$7,649K

net Income

$696K

cash Position

$114K

Key Numbers

• $696K — Net Income (Swung from a $382K loss in the prior year, primarily due to the Revoltz acquisition gain.)
• $1,287K — Revaluation Gain (Recognized from remeasuring the pre-existing equity investment in Revoltz Ltd. upon gaining control.)
• $7,649K — Total Assets (Increased significantly from $332K at year-end 2024, largely due to the Revoltz acquisition.)
• $7,377K — Goodwill (Recorded as a result of the Revoltz Ltd. acquisition.)
• $2,212K — Accumulated Deficit (Despite net income, the company still carries a substantial accumulated deficit, indicating historical losses.)
• $366K — Net Cash Used in Operations (Continued negative operational cash flow for the six months ended June 30, 2025.)
• 51.07% — Ownership of Revoltz (Controlling stake held by Charging Robotics Inc. and CR Ltd. after the acquisition.)
• 11,246,252 — Common Shares Outstanding (As of June 30, 2025, reflecting new issuances for private placements and the Revoltz acquisition.)
• $3,000K — Maximum Facility Loan (Potential funding available from two lenders, though no amounts were drawn as of June 30, 2025.)
• 12% — Interest Rate (Annual interest rate on the new facility loan agreements.)

Key Players & Entities

• Charging Robotics Inc. (company) — registrant and acquirer of Revoltz Ltd.
• Revoltz Ltd. (company) — acquired company, 51.07% owned by Charging Robotics Inc. post-acquisition
• $696 thousand (dollar_amount) — net income for the six months ended June 30, 2025
• $382 thousand (dollar_amount) — net loss for the six months ended June 30, 2024
• $1,287 thousand (dollar_amount) — gain from revaluation of investment in Revoltz Ltd.
• $7,649 thousand (dollar_amount) — total assets as of June 30, 2025
• $332 thousand (dollar_amount) — total assets as of December 31, 2024
• $7,377 thousand (dollar_amount) — goodwill recognized from Revoltz acquisition
• $2,212 thousand (dollar_amount) — accumulated deficit as of June 30, 2025
• $366 thousand (dollar_amount) — net cash used in operating activities for the six months ended June 30, 2025

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: The company has an accumulated deficit of $2,212 thousand as of June 30, 2025. This, coupled with negative operating cash flow ($366 thousand used in operations for the six months ended June 30, 2025), raises substantial doubt about its ability to continue as a going concern without additional financing.
• Dependence on Financing [high — financial]: The company has a new facility loan agreement for up to $3,000 thousand at a 12% annual interest rate, but no amounts were drawn as of June 30, 2025. This highlights the need for external funding to support operations and growth.
• Integration of Revoltz Ltd. [medium — operational]: The significant increase in assets ($7,649 thousand total assets as of June 30, 2025) is largely due to the acquisition of Revoltz Ltd., which added $7,377 thousand in goodwill. Successful integration and realization of synergies from this acquisition are critical.
• Increasing Operating Expenses [medium — operational]: Operating expenses increased to $482 thousand for the six months ended June 30, 2025, up from $362 thousand in the prior year period, primarily due to higher general and administrative costs. Continued increases without corresponding revenue growth could pressure profitability.
• Declining Cash Position [medium — financial]: The company's cash position decreased from $175 thousand to $114 thousand during the six months ended June 30, 2025. This reduction, alongside negative operating cash flow, necessitates careful cash management.

Industry Context

Charging Robotics Inc. operates in the electric vehicle (EV) charging sector, a rapidly growing but increasingly competitive market. The company's focus on robotic and wireless charging technology positions it within a niche of innovation. Key trends include the push for faster charging, greater convenience through automation, and integration with smart city infrastructure. Competitors range from established automotive suppliers to specialized charging technology startups.

Regulatory Implications

The company's operations, particularly in the EV charging space, may be subject to evolving safety standards, emissions regulations, and potentially new government incentives or mandates. Compliance with these regulations is crucial for market access and sustained growth. The company's financial reporting also adheres to SEC regulations, requiring accurate and transparent disclosures.

What Investors Should Do

1. Monitor Revoltz integration and synergy realization.
2. Assess the company's ability to secure additional financing.
3. Evaluate the path to profitability beyond the revaluation gain.
4. Track the utilization of the new loan facility.

Key Dates

• 2025-06-24: Company entered into Securities Exchange Agreement with Revoltz and its shareholders. — This led to the acquisition of a controlling stake (51.07%) in Revoltz Ltd., significantly impacting the company's asset base and financial results.
• 2025-06-26: Closing of the Revoltz acquisition. — Marked the official transfer of shares and the consolidation of Revoltz into Charging Robotics Inc.'s financial statements.
• 2025-06-30: First monthly funding payment made to Revoltz. — Initiated the funding commitment to Revoltz as part of the acquisition agreement, impacting cash outflows.
• 2025-04-07: Acquisition of CR Ltd. by Fuel Doctor Holdings, Inc. (now Charging Robotics Inc.). — This was a reverse recapitalization where CR Ltd. was the accounting acquirer, setting the stage for the company's current operations.

Glossary

Goodwill

An intangible asset that arises when a company acquires another company for a price greater than the fair value of its net identifiable assets. (Represents a significant portion ($7,377K) of the company's assets following the Revoltz acquisition, indicating the premium paid over the fair value of Revoltz's net assets.)

Reverse Recapitalization

A transaction where a private company acquires a public shell company, and the private company is treated as the acquirer for accounting purposes, effectively relisting the private company. (This accounting treatment was used for the acquisition of Fuel Doctor Holdings, Inc. by CR Ltd., meaning CR Ltd.'s financial statements are presented as the continuation of the business.)

Accumulated Deficit

The cumulative net losses of a company since its inception that have not been offset by net income. (The company has a substantial accumulated deficit of $2,212K, indicating historical unprofitability despite recent gains.)

Going Concern

The assumption that a business will continue to operate for the foreseeable future. (The company's financial position raises substantial doubt about its ability to continue as a going concern without additional financing.)

Warrants

A security that gives the holder the right, but not the obligation, to purchase a company's stock at a specific price on or before a certain date. (The company issued 200,000 warrants to lenders, representing potential future dilution and a financing cost.)

Non-controlling Interest

The portion of equity in a subsidiary that is not attributable to the parent company. (The $3,489K in non-controlling interests reflects the portion of Revoltz Ltd. not owned by Charging Robotics Inc. and CR Ltd. after the acquisition.)

Year-Over-Year Comparison

The six months ended June 30, 2025, show a dramatic improvement in net income, swinging from a $382K loss to a $696K profit, primarily driven by a $1,287K gain on the revaluation of an investment. Total assets have surged from $332K to $7,649K due to the acquisition of Revoltz Ltd., which also added $7,377K in goodwill. However, operating expenses have increased by $120K to $482K, and the cash position has declined from $175K to $114K, with $366K used in operations, indicating continued operational cash burn despite the reported net income.

Key Financial Figures

• $0.0001 — were 11,246,252 shares of common stock, $0.0001 par value per share, issued and outstan
• $1 — 212 ) $ 3,489 $ 6,259 (*) Less than $1 Common Stock Additional Paid in Re

Filing Documents

• ea0252266-10q_charging.htm (10-Q) — 543KB
• ea025226601ex31-1_charging.htm (EX-31.1) — 11KB
• ea025226601ex31-2_charging.htm (EX-31.2) — 11KB
• ea025226601ex32-1_charging.htm (EX-32.1) — 4KB
• ea025226601ex32-2_charging.htm (EX-32.2) — 4KB
• 0001213900-25-075642.txt ( ) — 3499KB
• chev-20250630.xsd (EX-101.SCH) — 29KB
• chev-20250630_cal.xml (EX-101.CAL) — 27KB
• chev-20250630_def.xml (EX-101.DEF) — 151KB
• chev-20250630_lab.xml (EX-101.LAB) — 282KB
• chev-20250630_pre.xml (EX-101.PRE) — 164KB
• ea0252266-10q_charging_htm.xml (XML) — 318KB

Signatures

Signatures 9 i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q of Charging Robotics Inc., a Delaware corporation (the "Company"), contains "forward-looking statements." In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "could", "expects", "plans", "intends", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: the Company's need for and ability to obtain additional financing and the demand for the Company's products, and other factors over which we have little or no control; and other factors discussed in the Company's filings with the Securities and Exchange Commission ("SEC"). We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking events, except as required by law. ii

– FINANCIAL INFORMATION

PART I – FINANCIAL INFORMATION

Financial Statements

Item 1. Financial Statements. CHARGING ROBOTICS INC. INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2025 U.S. dollars in thousands (Except share and per share data) (UNAUDITED) 1 CHARGING ROBOTICS INC. INTERIM CONDENSED CONSOLIDATED FINANCIAL As of June 30, 2025 U.S. dollars in thousands (Except share and per share data) (UNAUDITED) INDEX Page Interim Condensed Consolidated Balance Sheets F-2 Interim Condensed Consolidated Statements of Comprehensive Income (Loss) F-3 Interim Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) F-4 Interim Condensed Consolidated Statements of Cash Flows F-5 Notes to Interim Condensed Consolidated Financial Statements F-6 F-1 CHARGING ROBOTICS INC. INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS U.S. dollars in thousands (Except share and per share data) June 30, 2025 December 31, 2024 (Unaudited) (Audited) ASSETS Current assets: Cash $ 114 $ 175 Other accounts receivable 26 20 Inventory 68 - Loan to an affiliate (note 3) - 64 Total current assets 208 259 Non-current assets: Goodwill (note 3) 7,377 - Fixed assets, net 2 - Investment in an affiliate (note 3) - 73 Other non-current assets 62 - Total non-current assets 7,441 73 TOTAL ASSETS $ 7,649 $ 332 LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable $ 104 $ 81 Other current liabilities 345 247 Short term loans 472 413 Payables to related parties (Note 4) 434 172 Total current liabilities 1,355 913 Non-current liabilities: Other non-current liabilities $ 35 $ 32 Total liabilities $ 1,390 $ 945 Stockholders' equity (deficit) (Note 5): Preferred shares, par value $ 0.0001 , 10,000,000 shares authorized, 0 shares issued and outstanding - - Common stock, par value $ 0.0001 , 2,990,000,000 shares authorized, 11,246,252 shares issued and outstanding as of June

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) NOTE 1 – GENERAL A. Charging Robotics Inc. (the "Company") was incorporated in the State of Delaware on March 25, 2008 . On April 23, 2024, the Company changed its name to Charging Robotics Inc. from Fuel Doctor Holdings, Inc. B. On March 28, 2023, the Company entered into a Securities Exchange Agreement (the "Acquisition Agreement") with the stockholders of Charging Robotics Ltd. ("CR Ltd."). Pursuant to the Acquisition Agreement, at the closing, which occurred on April 7, 2023 (the "Closing"), the Company acquired 100 % of the issued and outstanding stock of CR Ltd. (the "Acquisition"), making CR Ltd. a wholly owned subsidiary of the Company, in exchange for the issuance of a total of 6,146,188 newly-issued shares ofcommon stock to the former shareholders of CR Ltd. The transactions arising from the Acquisition Agreement were accounted for as a reverse recapitalization. CR Ltd. was determined to be the "accounting acquirer" in the reverse recapitalization because (1) the former shareholders of CR Ltd., as a group, received the largest ownership interest in the Company, based upon the 6,146,188 shares of common stock issued at the Closing, and the 6,150,000 warrants exercisable at par, and (2) most significantly, the fact that the Acquisition Agreement expressly provided that a majority of the Company's board of directors will be appointed by the former shareholders of CR Ltd. The Company's financial statements represent a continuation of the financial statements of CR Ltd. with the acquisition of Fuel Doctor Holding Inc.'s net assets. CR Ltd. was formed in February 2021, as an Israeli corporation, with the main goal of developing an innovative wireless electric vehicles (EV) charging technology. At the heart of the technology is a wireless power transfer module that uses resonance coils to transfer electricity wirelessly. This module can be used for various products such as

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES a. Unaudited Interim Financial Statements The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Operating results for the six months ended June 30, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. b. Significant Accounting Policies The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements. c. Inventory Inventories consists of finished goods and is stated at the lower of cost or net realizable value. Costs are computed under the first-in, first-out Method ("FIFO"). The cost of inventory includes all costs of purchase, and other costs incurred in bringing the inventories to their present location and condition including shipment and freight costs. Net realizable value is determined as estimated selling prices in the ordinary course of business, less reasonably predictable costs to sell. Valuation of inventories is based on curre

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) NOTE 3 – ACQUISITION OF REVOLTZ a. On June 24, 2025, the Company entered into a Securities Exchange Agreement (the "Exchange Agreement") with Revoltz and three shareholders of Revoltz ("the Exchanging Shareholders"). According to the Exchange Agreement, the Company issued 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, to the Exchanging Shareholders, and the Exchanging Shareholders transferred to the Company 37,476 ordinary shares of Revoltz, which represents 32.74 % of the outstanding share capital of Revoltz on a fully diluted and post-closing basis. The transactions contemplated by the Exchange Agreement closed on June 26, 2025 ("the Closing"). Concurrently with the Closing, Revoltz signed agreements with certain of its debt holders. Under the terms of such agreements, Revoltz issued 7,000 Revoltz ordinary shares in replacement of debt in a total amount of $ 462 . Upon the issuance of such Revoltz ordinary shares, CR Ltd.'s equity investment in Revoltz decreased from 18.6 % to 18.33 % of the outstanding share capital of Revoltz. After the Closing, the Company, together with CR Ltd., holds 51.07 % of the outstanding share capital of Revoltz. The acquisition was accounted for as a business combination under ASC Topic 805, Business Combinations ("ASC 805") that was achieved in stages. As a result of the change of control, the Company was required to remeasure CR Ltd.'s pre-existing equity investment in Revoltz at fair value prior to consolidation. CR Ltd. estimated the fair value of its 18.6 % pre-existing investment in Revoltz to be approximately $ 1,321 . The remeasurement resulted in the recognition of a pre-tax gain of $ 1,287 , which is presented within other income on the Consolidated Statements of Operations. b. As part of the Exchange Agreement, the Co

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) ( Unaudited ) Total purchase consideration $ 7,185 Net assets acquired Tangible assets Cash $ ( 32 ) Other assets ( 77 ) Liabilities and other 301 Net book value of tangible assets 192 Intangible assets Technology - Total intangible assets - Goodwill 7,377 Total net assets acquired $ 7,185 NOTE 4 – RELATED PARTIES a. In support of the Company's efforts and cash requirements, the Company may rely on advances from related parties until such a time that the Company can support its operations or attains adequate financing through sales of stock or traditional debt financing. There is no formal written commitment for continued support by related parties. Payables to related parties: June 30, December 31, 2025 2024 (Unaudited) (Audited) Consulting Fees to executive officers $ 12 $ 26 Consulting Fees to executive officers of a subsidiary 269 - Directors 94 88 Xylo (see note 4c) 59 58 $ 434 $ 172 b. The Company currently operates out of an office of a related party free of rent. c. As of January 1, 2023, CR Ltd. owed to Xylo Technologies Ltd. ("Xylo"), a related party, who holds the majority of the Company's common stock, $ 550 (the "Xylo Loan"). The Xylo Loan bears interest in accordance with section 3(i) of the Israeli tax code ( 6.91 % annually during 2024) and no fixed date for repayment has been determined. On January 1, 2023, CR Ltd. and Xylo signed an agreement to amend the terms of the Xylo Loan (the "Xylo Loan Agreement"). Pursuant to the Xylo Loan Agreement, the interest rate remains unchanged, and the principal and interest is payable in cash or shares, or a combination thereof by June 30, 2023. On April 4, 2023, the Xylo Loan balance was $ 553 . $ 509 of the Xylo Loan was converted into 28 shares of CR Ltd. (representing 1,206,834 shares of the Company) and the remaining Xylo Loan balance is payable in cash.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) NOTE 5 – COMMON STOCK AND PREFERRED STOCK a. As of June 30, 2025, and December 31, 2024, the Company's share capital is composed as follows: June 30, 2025 December 31, 2024 Authorized Issued and outstanding Authorized Issued and outstanding Shares of common stock ("Shares") 50,000,000 11,246,252 50,000,000 9,564,351 Preferred shares 10,000,000 - 10,000

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