Charging Robotics Eyes Nasdaq Uplisting, Boosts Revoltz Stake

TL;DR

**CHEV is making a smart move to Nasdaq, leveraging its wireless EV charging tech and Revoltz's micro-mobility success to attract serious capital, but watch out for dilution from selling stockholders.**

AI Summary

Charging Robotics Inc. (CHEV) is focused on developing wireless charging systems for electric vehicles (EVs) in robotic parking systems, addressing the impracticality of cable-based charging in 'no human access' areas. The company successfully completed a pilot project in Tel Aviv and is preparing for the delivery of its first purchased systems. On June 8, 2025, CHEV secured a credit facility of up to $3.0 million, drawing down $308 thousand by September 30, 2025, with an annual interest rate of 12%. This facility also included the issuance of 200,000 warrants to lenders, exercisable at $15.00 per share. Furthermore, on June 26, 2025, CHEV increased its stake in Revoltz Ltd., an EV micro-mobility company, to a majority-owned subsidiary by exchanging 1,385,002 shares of its common stock for 32.74% of Revoltz's share capital. Revoltz recently announced a $2.7 million exclusive distribution agreement for its PORTO Micro-Mobility EVs. The S-1/A filing relates to the resale of up to 7,928,852 shares of common stock by selling stockholders, with CHEV not receiving any direct proceeds from these sales, though it may receive proceeds from warrant exercises. The company is seeking to uplist its common stock from the OTCID Basic Market to the Nasdaq Capital Market under the symbol 'CHEV'.

Why It Matters

This S-1/A filing signals Charging Robotics' strategic pivot towards a Nasdaq listing, which could significantly enhance its visibility and liquidity for investors, moving beyond the OTCID Basic Market. The company's focus on wireless EV charging for robotic parking systems addresses a critical infrastructure gap in the rapidly expanding EV market, potentially offering a competitive edge. The increased ownership in Revoltz, a micro-mobility EV producer with a recent $2.7 million distribution deal, diversifies CHEV's portfolio and taps into the last-mile delivery segment. For employees, a Nasdaq listing could mean increased stock value and prestige, while customers could benefit from more efficient and accessible EV charging solutions in automated parking facilities.

Risk Assessment

Risk Level: medium — The risk level is medium due to the company's reliance on a successful Nasdaq uplisting, which is a condition for the effectiveness of the offering and for the exercisability of the Facility Warrants. Additionally, the offering is solely for selling stockholders, meaning Charging Robotics Inc. will not receive any direct proceeds from the sale of 7,928,852 shares, limiting immediate capital infusion from this specific offering.

Analyst Insight

Investors should monitor the progress of CHEV's Nasdaq uplisting, as this is a critical catalyst for the company's valuation and future financing. Evaluate the long-term potential of their wireless EV charging technology in robotic parking systems and the growth trajectory of Revoltz's micro-mobility solutions. Consider the potential for dilution from the 7,928,852 shares being resold by selling stockholders.

Key Numbers

• $3.0 million — Credit Facility Amount (Maximum amount available under the credit facility entered on June 8, 2025)
• $308 thousand — Credit Facility Drawdown (Amount drawn from the credit facility as of September 30, 2025)
• 12% — Credit Facility Interest Rate (Annual interest rate for the credit facility)
• 200,000 — Facility Warrants Shares (Number of common stock shares issuable upon exercise of warrants issued to lenders)
• $15.00 — Facility Warrants Exercise Price (Per share exercise price for the Facility Warrants)
• 7,928,852 — Shares Offered by Selling Stockholders (Maximum number of common stock shares being offered for resale by selling stockholders)
• 1,385,002 — Exchange Shares Issued (Number of Charging Robotics common stock shares issued to Revoltz Shareholders)
• 32.74% — Revoltz Share Capital Acquired (Percentage of Revoltz's share capital acquired by Charging Robotics Inc. on June 26, 2025)
• $2.7 million — Revoltz Distribution Agreement (Value of the exclusive distribution agreement announced by Revoltz on March 27, 2024)
• $5.10 — Last Reported Sale Price (Price of CHEV common stock on OTCID as of December 5, 2025)

Key Players & Entities

• Charging Robotics Inc. (company) — Registrant and developer of wireless EV charging systems
• Revoltz Ltd. (company) — Micro-mobility EV company, majority-owned subsidiary of Charging Robotics Inc.
• Nasdaq Capital Market (regulator) — Target stock exchange for uplisting
• Securities and Exchange Commission (regulator) — Regulatory body for S-1/A filing
• David Huberman, Esq. (person) — Legal counsel from Greenberg Traurig, P.A.
• Michael Soumas, Esq. (person) — Legal counsel from Greenberg Traurig, P.A.
• Greenberg Traurig, P.A. (company) — Legal firm representing Charging Robotics Inc.
• Corporation Service Company (company) — Agent for service for Charging Robotics Inc.
• Automax Motors Ltd. (company) — Holder of warrants to purchase Charging Robotics common stock
• PORTO Micro-Mobility EVs (company) — Product developed by Revoltz Ltd.

FAQ

Key Financial Figures

• $0.0001 — 2 shares of our common stock, par value $0.0001 per share, held by the Selling Stockhol
• $5.10 — ce of our common stock on the OTCID was $5.10 per share. We have applied to list ou
• $250,000 — il 24, 2021, Charging Robotics invested $250,000 and purchased 19.99% of the share capit
• $2.7 million — On March 27, 2024, Revoltz announced a $2.7 million exclusive distribution agreement with t
• $3.0 million — ered into facility agreements for up to $3.0 million (the “Facility Loan Amount”
• $308 thousand — As of September 30, 2025, we drew down $308 thousand from the Facility Loan Agreements. The
• $5.0 million — ions in an aggregate amount of at least $5.0 million. As part of the Facility Agreement, we
• $3.0 m — senting an aggregate exercise amount of $3.0 million, with a per share exercise price
• $15 — ion, with a per share exercise price of $15.00, subject to certain beneficial owner
• $0.01 — ned subsidiary, at an exercise price of $0.01 per share; 200,000 shares of common s
• $15.00 — ility Agreement at an exercise price of $15.00; 122,831 shares of common stock issua
• $12.82 — Motors Ltd., with an exercise price of $12.82 per share; 294,928 shares of common s

Filing Documents

• ea0268906-s1a2_charging.htm (S-1/A) — 317KB
• ea026890601ex23-1_charging.htm (EX-23.1) — 3KB
• image_001.jpg (GRAPHIC) — 11KB
• 0001213900-25-119259.txt ( ) — 336KB

RISK FACTORS

RISK FACTORS 5 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 7

USE OF PROCEEDS

USE OF PROCEEDS 8 SELLING STOCKHOLDERS 8 PLAN OF DISTRIBUTION 13 MANAGEMENT 15 DESCRIPTION OF THE OFFERED SECURITIES 19 LEGAL MATTERS 21 EXPERTS 21 WHERE YOU CAN FIND MORE INFORMATION 21 MATERIAL CHANGES 22 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 22 i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC. As permitted by the rules and regulations of the SEC, the registration statement filed by us includes additional information not contained in this prospectus. You may read the registration statement and the other reports we file with the SEC at the SEC’s website or its offices described below under the heading “Where You Can Find More Information.” You should rely only on the information that is contained in this prospectus. We have not authorized anyone to provide you with information that is in addition to or different from that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We are not offering to sell or solicit any security other than the shares of common stock offered by this prospectus. In addition, we are not offering to sell or solicit any securities to or from any person in any jurisdiction where it is unlawful to make this offer to or solicit an offer from a person in that jurisdiction. The information contained in this prospectus is accurate as of the date on the front of this prospectus only, regardless of the time of delivery of this prospectus or of any sale of our shares of common stock. Our business, financial condition, results of operations and prospects may have changed since that date. All trademarks or trade names referred to in this prospectus are the property of their respective owners. Solely for convenience, the trademarks and trade names in this prospectus are referred to without the ® and ™ symbols, bu

Use of Proceeds

Use of Proceeds We will not receive any proceeds from the sale of shares of common stock included in this prospectus by the Selling Stockholders . All net proceeds from the sale of the shares of common stock covered by this prospectus will go to the Selling Stockholders. However, we may receive the proceeds from any exercise of warrants if the holders do not exercise the warrants on a cashless basis. See the section of this prospectus titled “Use of Proceeds.”

Risk Factors

Risk Factors Before investing in our securities, you should carefully read and consider the “Risk Factors” beginning on page 5 this prospectus. Listings Our common stock is quoted on the OTCID under the symbol “CHEV”. We have applied to list our common stock on the Nasdaq under the symbol “CHEV”. Assuming that our common stock is listed for trading on the Nasdaq, the quoting of our common stock on OTCID will be discontinued prior to the listing on Nasdaq. It is a condition to the closing of this offering that our shares of common stock shall have been approved for listing on the Nasdaq Capital Market. We will not request effectiveness of the registration statement pursuant to which this prospectus relates until the Nasdaq Stock Market LLC has approved the listing of our shares of common stock on Nasdaq. Unless otherwise indicated, the number of shares of common stock outstanding prior to and after this offering is based on 11,442,871 shares of common stock outstanding as of December 5, 2025, and excludes as of such date: 6,150,000 shares of common stock issuable upon exercise of outstanding warrants issued to former shareholders of Charging Robotics Ltd., our wholly-owned subsidiary, at an exercise price of $0.01 per share; 200,000 shares of common stock issuable upon the exercise of outstanding Facility Warrants issued in connection with the Facility Agreement at an exercise price of $15.00; 122,831 shares of common stock issuable upon exercise of outstanding warrants issued to Automax Motors Ltd., with an exercise price of $12.82 per share; 294,928 shares of common stock issuable upon exercise of restricted stock units, or RSUs, granted to the chief executive officer of Revoltz; and 1,372,656 shares of common stock reserved for potential future issuance pursuant to our 2023 Stock Incentive Plan. Unless otherwise indicated, all information in this prospectus assumes no exercise of the outstanding warrants des

RISK FACTORS

RISK FACTORS An investment in our securities involves certain risks. Before investing in our securities, you should carefully consider the risk set forth below, as well as the risks described in our most recent Annual Report on Form 10-K, any updates to those risks in our Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, together with all of the other information appearing in this prospectus or incorporated by reference into this prospectus. The risks so described are not the only risks facing us. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Any of these risks could materially and adversely affect our business, financial condition, results of operations and cash flows and could result in a loss of all or part of your investment. In any case, the value of the securities offered by means of this prospectus could decline due to any of these risks, and you may lose all or part of your investment. The sale of a substantial amount of our shares of common stock including resale of the shares being registered hereunder in the public market could adversely affect the prevailing market price of our common stock. We are registering for resale 7,928,852 shares of common stock. Sales of substantial amounts of shares of our shares of common stock in the public market, or the perception that such sales might occur, could adversely affect the market price of our shares of common stock, and the market value of our other securities. We cannot predict if and when Selling Stockholders may sell such shares in the public markets. Furthermore, in the future, we may issue additional shares of common stock or other equity or debt securities convertible into shares of common stock. Any such issuance could result in substantial dilution to our existing shareholders and could cause our stock price to decline. Our headquarters, research and development and other significant operations are located in I

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View this S-1/A filing on SEC EDGAR