S-1/A: Charging Robotics Amends S-1 for Nasdaq Listing, Revoltz Acquisition

Charging Robotics Inc. filed an S-1/A amendment detailing its proposed resale of common stock, the acquisition of Revoltz Ltd., and its application to list on the Nasdaq Capital Market.

Summary

• Charging Robotics Inc. is engaged in the development, production, and installation of wireless charging systems for electric vehicles (EVs), primarily focusing on robotic parking systems.
• The company has completed a pilot project in Tel Aviv and is working towards delivering its first purchased systems for automatic parking facilities in Tel Aviv.
• Initial orders for its wireless EV charging system have been received from three Israeli Automatic Parking Facilities (APS) providers: Electra parking solutions (2 systems), Parkomot (1 system), and Parking Design (12 systems).
• The average selling price (ASP) for a system is approximately $3,000 US.
• On June 24, 2025, Charging Robotics acquired a majority stake (51.07%) in Revoltz Ltd., an Israeli company developing micro-mobility EVs for the urban last-mile delivery market, by issuing 1,385,002 shares of its common stock in exchange for 32.74% of Revoltz's share capital.
• Revoltz announced a $2.7 million exclusive distribution agreement on March 27, 2024, and completed the first batch production of 50 PORTO Micro-Mobility EVs.
• Revoltz officially launched its commercial phase in Israel in April 2025, delivering the first 50 PORTO units to its exclusive distributor and securing its first institutional client.
• The company applied to list its common stock on the Nasdaq Capital Market under the symbol CHEV, which is a condition to the closing of the offering.
• As of September 30, 2025, the company had an accumulated deficit of approximately $2.7 million and a negative working capital of $1.379 million.
• A credit facility of up to $3.0 million was entered into on June 8, 2025, with $308 thousand drawn down as of September 30, 2025, accruing interest at 12% per annum.
• The company reported net income of $114 thousand for the nine months ended September 30, 2025, compared to a net loss of $580 thousand for the same period in 2024, largely due to a $1,287 thousand pre-tax gain from the remeasurement of its pre-existing equity investment in Revoltz.
• Operating losses were $1,038 thousand for the nine months ended September 30, 2025, and $546 thousand for the same period in 2024.

Sentiment

Score: 4

Explanation: The company is in a high-potential, rapidly growing market (EV charging, micro-mobility) and has made strategic moves like the Revoltz acquisition and Nasdaq listing application. However, it faces significant financial challenges, including substantial operating losses, a large accumulated deficit, negative working capital, and a 'going concern' note. The reliance on future capital raises and the early stage of commercialization temper the positive developments.

Positives

• Completed a pilot project for wireless EV charging in an automatic parking system in Tel Aviv.
• Secured initial orders for 15 wireless EV charging systems from three APS providers in Israel.
• Successfully acquired a majority stake (51.07%) in Revoltz Ltd., expanding into the micro-mobility EV market.
• Revoltz secured a $2.7 million exclusive distribution agreement and launched its commercial phase in Israel with initial sales.
• Entered into a credit facility for up to $3.0 million, providing access to additional capital.
• Reported a net income of $114 thousand for the nine months ended September 30, 2025, primarily due to a significant gain from the Revoltz acquisition.
• Applied to list common stock on the Nasdaq Capital Market, which could enhance market visibility and liquidity.

Negatives

• Operating as a development-stage company with a limited operating history and significant accumulated losses of $2.7 million as of September 30, 2025.
• Financial statements contain a 'going concern' note, indicating substantial doubt about the ability to continue operations without additional financing.
• Has not generated significant revenue from the sale of current products and expects to incur significant losses until successful commercialization.
• Negative working capital of $1.379 million as of September 30, 2025.
• Dependent on the completion of large infrastructure projects (parking facilities) before system installations and full testing can be completed, leading to potential delays.
• Management has identified material weaknesses in internal controls over financial reporting due to inadequate accounting resources and lack of segregation of duties.
• The credit facility accrues interest at a rate of 12% per annum, increasing financial expenses.

Risks

• Incurred significant losses since inception and anticipates continued losses until successful product commercialization.
• Financial statements contain a going concern note, which could prevent obtaining new financing on reasonable terms.
• Has not generated significant revenue from current products and may never be profitable.
• Requires substantial additional capital, which may not be available on acceptable terms or at all, potentially forcing delays or termination of product development.
• Operating results and financial condition may fluctuate due to market acceptance, sales cycles, R&D costs, competition, and economic conditions.
• Operates in an evolving market, making business and future prospects difficult to evaluate.
• Dependence on key personnel; inability to retain or attract qualified personnel would harm business growth.
• Failure to manage rapid growth effectively could adversely affect brand, business, financial condition, and results of operations.
• Scarcity or unavailability of critical components or raw materials could cause manufacturing and delivery delays.
• Products may be subject to recall or returns due to defects or safety concerns.
• Products and services are complex and could have unknown defects or errors, leading to legal claims, diminished brand, or diverted resources.
• Rapid technological change in the market requires continuous product development and enhancements, risking obsolescence of existing products.
• Failure to successfully promote products and brand could materially adversely affect business.
• Planned international operations expose the company to additional market and operational risks, including currency fluctuations and political instability.
• Significant disruptions of information technology systems or data security breaches could adversely affect business.
• Reliance on business partners who may have access to sensitive information or fail to provide adequate services.
• Exposure to electronic communication security risks.
• Inability to obtain and maintain effective intellectual property rights for products may hinder competition.
• Intellectual property rights of third parties could affect commercialization, potentially requiring costly litigation or licenses.
• Involvement in lawsuits to protect or enforce intellectual property could be expensive, time-consuming, and unsuccessful.
• Claims challenging inventorship of intellectual property could lead to litigation and loss of rights.
• Difficulty protecting intellectual property rights throughout the world due to varying legal systems and costs.
• Potential claims for remuneration or royalties for assigned service invention rights by employees in Israel.
• Sales of substantial amounts of common stock by existing stockholders could adversely affect the market price.
• As an emerging growth company, compliance with reduced reporting requirements may make common stock less attractive to investors.
• Failure to maintain effective internal controls over financial reporting could adversely affect stock price.
• Increased costs and management time due to compliance with changing corporate governance and public disclosure regulations.
• Common stock may be considered a penny stock, subject to additional trading regulations.
• Potential for securities litigation, which is expensive and diverts management attention.
• Lack of analyst coverage or negative reports could cause share price and trading volume to decline.
• Management team has limited experience managing a public company, potentially straining resources and diverting attention.
• Significant increased costs as a public company, requiring substantial management time for compliance initiatives.
• Raising additional capital or issuing equity securities would cause dilution to existing stockholders.
• Never paid and does not intend to pay dividends, making capital appreciation the sole source of gain.
• Exposure to fluctuations in currency exchange rates, particularly NIS to USD.
• Headquarters and significant operations in Israel, exposing results to political, economic, and military instability in the region.
• Operations may be disrupted by the obligation of management or key personnel to perform military service in Israel.

Future Outlook

The company aims to become a global leader in EV wireless charging by providing efficient, effortless, affordable, and scalable solutions, focusing initially on B2B channels in public parking lots and later expanding to private mass markets. It plans to offer various business models including direct sales of EV wireless charging systems, Software as a Service (SaaS) for its mobile application, and electricity sales for charging. Longer-term future products include robotic charging solutions for disabled drivers. The company also expects synergies from its majority ownership in Revoltz Ltd., leveraging its wireless charging technology for electric micro-mobility vehicles in the last-mile delivery market. Future growth is dependent on securing additional capital and successfully commercializing its products.

Management Comments

• Management believes its wireless charging technology solves a strong need for EV charging in robotic parking systems where cable-based systems are impractical.
• Management believes the market niche for wireless charging in robotic parking systems is 'both large enough and much closer to market due to the R&D required, the bigger market needs and the better product market fit'.
• Management believes that the increase in general and administrative costs for the nine months ended September 30, 2025, is mainly due to higher consulting, audit, and legal expenses in connection with a potential uplisting to the Nasdaq Capital Market.
• Management believes that material weaknesses in internal controls over financial reporting are due to the small size of the company's outsourced accounting staff.
• Management's plan includes raising funds from outside potential investors to address the going concern issue.

Industry Context

The EV market is experiencing global growth driven by favorable government policies, environmental sensitivity, and R&D investments. This growth necessitates a corresponding expansion in charging infrastructure, with forecasts indicating a need for 30 million public chargers by 2030. While cable charging is currently dominant, wireless charging technology for the automotive industry is projected to be the fastest-growing segment, expected to reach $568 billion by 2030. The company's focus on wireless charging for robotic parking systems addresses a specific niche within this expanding market, particularly where human access for cable charging is impractical. Its acquisition of Revoltz positions it in the rapidly growing electric last-mile delivery market, which is projected to reach $139.41 billion by 2033, driven by e-commerce and urban emission regulations. Automated charging solutions are becoming critical for the economic viability and scalability of electric last-mile fleets.

Comparison to Industry Standards

• The company's wireless charging solution for Automatic Parking Systems (APS) directly addresses a unique challenge where traditional cable-and-plug systems are impractical due to no human access, differentiating it from standard EV charging solutions.
• Competitors in wireless charging, such as Robert Bosch GmbH, Continental AG, WiTricity Corporation, ZTE Corporation, HELLA KGaA Hueck & Co., and Qualcomm Technologies Inc., typically focus on pad or surface-based solutions, whereas Charging Robotics aims for an autonomous robot-based solution for seamless charging.
• Revoltz's PORTO Micro-Mobility EV, with a 100 km range and 250L delivery payload, offers a similar payload capacity to a small hatchback car at a fraction of the cost, providing a competitive edge in the last-mile delivery market compared to larger, more expensive traditional delivery vehicles.
• The global electric last-mile delivery market is projected to grow at a CAGR of 19.4% from 2024-2033, indicating that Revoltz operates in a high-growth segment, aligning with broader industry trends towards sustainable urban logistics.
• The company's reliance on government policies and support (e.g., U.S. Bipartisan Infrastructure Law with $7.2 billion for EV charging) is consistent with industry-wide efforts to overcome infrastructure challenges, such as the nearly 30% failure rate of EV charge attempts cited by the California Energy Commission.

Management Changes

Corporate Governance

Legal Proceedings

• Not aware of any pending or threatened legal proceedings involving the company or its assets.

Related Party Transactions

• The company receives advances from related parties to support its efforts and cash requirements, with payables to related parties totaling $183 thousand as of September 30, 2025.
• Corporate headquarters are located at 20 Raul Wallenberg Street, Tel Aviv, Israel, under a lease held by shareholders, used free of rent by the company.
• As of January 1, 2023, CR Ltd. owed Xylo Technologies Ltd. (a former related party) $550 thousand (the Xylo Loan), which bore interest and was partially converted into shares. The remaining balance is payable in cash, and discussions are ongoing to extend the repayment date.
• Revoltz signed an employment agreement with its chief executive officer, who waived all claims against Revoltz or the company for past services.

Stakeholder Impact

• **Shareholders:** Potential for dilution from future equity raises and warrant exercises. The Nasdaq listing application could increase liquidity and visibility, but the 'going concern' note and operating losses pose significant risks to investment value. The resale of 7,928,852 shares by selling stockholders could also put downward pressure on the stock price.
• **Employees:** Operations in Israel are subject to political, economic, and military instability, and the obligation of key personnel to perform military service could disrupt business. The company has 10 full-time and part-time employees in Israel, in addition to two part-time senior management positions.
• **Customers:** Delays in infrastructure completion for parking facilities could impact the timely installation and full testing of wireless charging systems. The company's ability to deliver on orders and expand its offerings depends on successful product commercialization and adequate funding.
• **Suppliers:** Reliance on a limited group of suppliers for critical components and raw materials poses risks of supply shortages, price increases, and delivery delays, which could impact the company's ability to meet customer demand.
• **Creditors:** The 'going concern' note and negative working capital indicate potential challenges in meeting financial obligations, although the recent credit facility provides some liquidity. The credit facility's 12% interest rate increases the cost of debt.

Next Steps

• Achieve effectiveness of the registration statement and approval for listing common stock on the Nasdaq Capital Market.
• Complete additional testing of the wireless charging system at the Electra parking facility once it is ready to accommodate electric vehicles.
• Install the Parkomot system in Q1 2026.
• Continue product development and commercialization efforts for wireless EV charging systems.
• Further integrate Revoltz Ltd. and leverage synergies in the electric micro-delivery market.
• Raise substantial additional capital to fund operations and commercialization efforts.
• Address material weaknesses in internal controls over financial reporting.

Key Dates

Keywords

Wireless EV Charging, Robotic Parking Systems, Electric Vehicles, Micro-mobility, Last-mile Delivery, SEC Filing, S-1/A, Nasdaq Listing, Revoltz Acquisition, Charging Robotics, EV Infrastructure, Israel Innovation Authority, Corporate Governance, Risk Factors, Going Concern