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Item 1. Financial Statements

2021-06-11 compared with 2020-11-16 · 1330 added, 1067 removed, 26 unchanged (99% of the section changed)

Financial Statements

ENERGY ACQUISITION CORPORATION

CONSOLIDATED BALANCE SHEETS

September 30, 2020

December 31, 2019

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ChargePoint Holdings, Inc.

Unaudited Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets as of April

30, 2021 and January 31, 2021 (unaudited)

Condensed Consolidated Statements of Operations for the Three Months Ended April 30,

2021 and 2020 (unaudited)

Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three

Months Ended April 30, 2021 and 2020 (unaudited)

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and

Stockholders Equity (Deficit) for the Three Months Ended April 30, 2021 and 2020 (unaudited)

Condensed Consolidated Statements of Cash Flows for the Three Months Ended April 30,

2021 and 2020 (unaudited)

Notes to Condensed Consolidated Financial Statements

ChargePoint Holdings, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share

and per share data)

Current assets:

Prepaid expenses

Cash and cash equivalents

Restricted cash

Accounts receivable, net of allowance of $2,100 and $2,000 as of April 30, 2021

and January 31, 2021, respectively

Prepaid expenses and other current assets

Total current assets

Investments held in Trust Account

$ 317,187,253

$ 317,171,896

Liabilities and Stockholders' Equity:

Property and equipment, net

Operating lease

right-of-use assets

Liabilities, Redeemable Convertible Preferred Stock and Stockholders Equity

Current liabilities:

Accounts payable

Accrued expenses

Accrued expenses - related party

Due to related party

Franchise tax payable

Income tax payable

Accrued and other current liabilities

Deferred revenue

Debt, current

Total current liabilities

Deferred underwriting commissions

Deferred revenue, noncurrent

Debt, noncurrent

Operating lease liabilities

Common stock warrant liabilities

Redeemable convertible preferred stock warrant liability

Other long-term liabilities

Total liabilities

Commitments and Contingencies

Class A common stock, $0.0001 par value;

30,002,915 and 30,047,981 shares subject to possible redemption at $10.00 per share at September 30, 2020 and December 31, 2019, respectively

Stockholders' Equity:

Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

Class A common stock, $0.0001 par value;

200,000,000 shares authorized;

1,408,848 and 1,363,782 shares issued and outstanding (excluding 30,002,915 and 30,047,981 shares subject to possible redemption) at September 30, 2020 and December 31, 2019, respectively

Class B common stock, $0.0001 par value;

20,000,000 shares authorized;

7,852,941 shares issued and outstanding

Commitments and contingencies (Note 7)

Redeemable convertible preferred stock:

$0.0001 par value;

0 and 185,180,248 shares authorized as

of April 30, 2021 and January 31, 2021, respectively;

0 and 182,934,257 shares issued and outstanding as of April 30, 2021 and January 31, 2021, respectively (liquidation value:

$0 and $17,492,964 as of April 30, 2021 and

January 31, 2021, respectively)

Stockholders equity (deficit):

Common stock:

$0.0001 par value;

1,000,000,000 and 299,771,284 shares authorized as of

April 30, 2021 and January 31, 2021, respectively;

305,073,200 and 22,961,032 shares issued and outstanding as of April 30, 2021 and January 31, 2021, respectively

Preferred stock, $0.0001 par value;

10,000,000 and 0 shares authorized as of April 30, 2021

and January 31, 2021, respectively;

0 issued and outstanding as of April 30, 2021 and January 31, 2021

Additional paid-in capital

Retained earnings

Total stockholders' equity

Total Liabilities and Stockholders' Equity

$ 317,187,253

$ 317,171,896

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ENERGY ACQUISITION CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

For the three

September 30,

For the three months ended

September 30,

For the nine months ended

September 30,

(inception) through September 30,

General and administrative expenses

Franchise tax expense

Accumulated other comprehensive income

Accumulated deficit

Total stockholders equity (deficit)

Total liabilities, redeemable convertible preferred stock, and stockholders equity

The accompanying notes are an integral part of these condensed consolidated financial statements.

ChargePoint Holdings, Inc.

Condensed Consolidated Statements of Operations

Three Months Ended

(in thousands, except share and

per share data)

Networked charging systems

Subscriptions

Total revenue

Cost of revenue

Networked charging systems

Subscriptions

Total cost of revenue

Operating expenses

Research and development

Sales and marketing

General and administrative

Total operating expenses

Loss from operations

Gain on marketable securities, dividends and interest held in Trust Account

Income (loss) before income tax expense

Income tax expense

Interest income

Interest expense

Change in fair value of redeemable convertible preferred stock warrant liability

Change in fair value of common stock warrant liabilities

Change in fair value of contingent earnout liability

Transaction costs expensed

Other income (expense), net

Net income (loss) before income taxes

Provision for income taxes

Net income (loss)

Basic and diluted weighted average shares outstanding, Class A

Basic and diluted net income per share, Class A

Basic and diluted weighted average shares outstanding, Class B

Basic and diluted net loss per share, Class B

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ENERGY ACQUISITION CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’

For the nine months ended September 30, 2020

Cumulative dividends on redeemable convertible preferred stock

Deemed dividends attributable to vested option holders

Deemed dividends attributable to common stock warrant holders

Net loss attributable to common stockholders - Basic

Gain attributable to earnout shares issued

Change in fair value of dilutive warrants

Net loss attributable to common stockholders - Diluted

Weighted average shares outstanding - Basic

Weighted average shares outstanding - Diluted

Net loss per share - Basic

Net loss per share - Diluted

The accompanying notes are an integral part of these condensed consolidated financial statements.

ChargePoint Holdings, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

Three Months Ended

(in thousands)

Net income (loss)

Other comprehensive income (loss):

Foreign currency translation adjustment

Other comprehensive income (loss)

Comprehensive income (loss)

The accompanying notes are an integral part of these condensed consolidated financial statements.

ChargePoint Holdings, Inc.

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders Equity (Deficit)

Redeemable Convertible

Preferred Stock

Comprehensive

Stockholders

Balance - December 31, 2019

Change in value of Class A common stock subject to possible redemption

Balance - March 31, 2020

Change in value of Class A common stock subject to possible redemption

Balance - June 30, 2020

Change in value of Class A common stock subject to possible redemption

Balance - September 30, 2020

For the period from May

10, 2019 (Inception) through September 30, 2019

(in thousands, except share data)

Balances as of January 31, 2021

Conversion of redeemable convertible preferred stock into common stock in connection with the

reverse recapitalization, including impact of Series H-1 paid in kind dividend

Reclassification of Legacy ChargePoint preferred stock warrant liability upon the reverse

recapitalization

Issuance of common stock upon the reverse recapitalization, net of issuance costs

Issuance of common stock upon exercise of warrants

Contingent earnout liability recognized upon the closing of the reverse recapitalization

Issuance of earnout shares upon triggering events, net of tax withholding

Reclassification of remaining contingent earnout liability upon triggering event

Vesting of early exercised stock options

Repurchase of early exercised common stock

Stock-based compensation

Other comprehensive income

Balances as of April 30, 2021

Redeemable Convertible

Preferred Stock

Comprehensive

Income (Loss)

Stockholders

Balance - May 10, 2019 (inception)

Issuance of Class B common stock to Sponsor

Balance - June 30, 2019

Sale of units in initial public offering, gross

Offering costs

(17,724,739 )

Sale of private placement warrants to Sponsor in private placement

Forfeiture of Class B common stock

Class A common stock subject to possible redemption

(29,983,863 )

(299,835,632 )

(299,838,630 )

Balance - September 30, 2019

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ENERGY ACQUISITION CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the nine months ended September 30, 2020

For the period from May 10, 2019 (inception) through September 30, 2019

(in thousands, except share data)

Balances as of January 31, 2020

Issuance of common stock upon exercise of vested stock options

Vesting of early exercised stock options

Stock-based compensation

Other comprehensive loss

Balances as of April 30, 2020

The shares of the Companys common and redeemable convertible preferred stock, prior to the Merger (as

defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 0.9966 established in the Merger as described in Note 3.

The accompanying notes are an integral part of these condensed consolidated financial statements.

ChargePoint Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

Three Months Ended

(in thousands)

Cash flows from operating activities

1 unchanged sentence

Adjustments to reconcile net income (loss) to net cash used in operating activities:

General and administrative expenses paid by related parties

Gain on marketable securities, dividends and interest held in Trust Account

Changes in operating assets and liabilities:

Prepaid expenses

Depreciation and amortization

Non-cash operating lease cost

Stock-based compensation

Amortization of deferred contract acquisition costs

Change in fair value of redeemable convertible preferred stock warrant liability

Change in fair value of common stock warrant liabilities

Change in fair value of contingent earnout liability

Transaction costs expensed

Changes in operating assets and liabilities, net of effect of acquisitions:

Accounts receivable, net

Prepaid expenses and other assets

Operating lease liabilities

Accounts payable

Accrued expenses

Accrued expenses - related party

Franchise tax payable

Income tax payable

Accrued and other liabilities

Deferred revenue

Net cash used in operating activities

Cash flows from investing activities

Cash deposited in Trust Account

(314,117,630 )

Income released from Trust Account to pay taxes

Net cash provided by (used in) investing activities

(314,117,630 )

Purchases of property and equipment

Maturities of investments

Net cash (used in) provided by investing activities

Cash flows from financing activities

Proceeds from issuance of Class B common stock to Sponsor

Repayment of loans from related party

Proceeds received from related party

Proceeds received from initial public offering, gross

Proceeds received from private placement

Offering costs paid

Proceeds from the exercise of public warrants

Merger and PIPE financing

Payment of transaction costs related to Merger

Payment of tax withholding obligations on settlement of earnout shares

Repayment of borrowings

Proceeds from exercises of vested and unvested stock options

Net cash provided by financing activities

Net change in cash

Cash - beginning of the period

Cash - end of the period

Supplemental disclosure of noncash activities:

Cash paid for income taxes

Offering costs included in accrued expenses

Offering costs included in accounts payable

Offering costs paid by related party under note payable from related party

Deferred underwriting commissions

Forfeiture of Class B common stock

Change in value of Class A common stock subject to possible redemption

$ 299,848,630

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ENERGY ACQUISITION CORPORATION

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Description of Organization, Business Operations and Basis of Presentation

Energy Acquisition Corporation (the “Company”) was incorporated in Delaware on May 10, 2019.

The Company was formed

for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business

combination with one or more businesses (the “Business Combination”).

Although the Company is not limited to a particular

industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search for a target business

in the energy industry in North America.

The Company is an emerging growth company and, as such, the Company is subject to all

of the risks associated with emerging growth companies.

of September 30, 2020, the Company had not commenced any operations.

All activity for the period from May 10, 2019 (inception)

through September 30, 2020 relates to the Company’s formation and the initial public offering (the “Initial Public

Offering”), and, since the closing of the Initial Public Offering, the search for a prospective initial Business Combination.

In September 2020, in connection with the Proposed Transactions

(as defined and described below), the Company formed Lightning Merger Sub Inc., a Delaware corporation, as a wholly owned direct

subsidiary of the Company.

Company’s sponsor is NGP Switchback, LLC, a Delaware limited liability company (the “Sponsor”).

The registration

statement for the Initial Public Offering was declared effective on July 25, 2019.

On July 30, 2019, the Company consummated the

Initial Public Offering of 30,000,000 units (the “Units”

and, with respect to the shares of Class A common stock included

in the Units, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $300.0 million.

The underwriters

were granted a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 4,500,000

additional Units to cover over-allotments, if any, at $10.00 per Unit, less underwriting discounts and commissions.

4, 2019, the underwriters partially exercised the over-allotment option and, on September 6, 2019, the underwriters purchased

an additional 1,411,763 units (the “Over-allotment Units”), generating gross proceeds of approximately $14.1 million,

and the remaining over-allotment option subsequently expired.

The Company incurred offering costs of approximately of approximately

$17.7 million, inclusive of $10.9 million in deferred underwriting commissions (Note 5).

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the sale (the “Private Placement”) of 5,333,333

warrants (each, a “Private Placement Warrant”

and collectively, the “Private Placement Warrants”) at a

price of $1.50 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of approximately

$8.0 million (Note 4).

Simultaneously with the closing of the sale of the Over-allotment Units, the Sponsor purchased an additional

188,235 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, generating gross proceeds of approximately

Approximately

$314.1 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering (including the Over-allotment Units) and certain

of the proceeds of the Private Placement was placed in a trust account (“Trust Account”) located in the United States

with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S.

“government securities,”

within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company

Act”), with a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2),

(d)(3) and (d)(4) of Rule 2a-7 under the Investment Company Act, which invest only in direct U.S.

government treasury obligations,

as determined by the Company, until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution of

the Trust Account as described below.

Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public

Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied

generally toward consummating a Business Combination.

There is no assurance that the Company will be able to complete a Business

Combination successfully.

The Company must complete one or more initial Business Combinations having an aggregate fair market

value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital

purposes and excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into

the initial Business Combination.

However, the Company will only complete a Business Combination if the post-transaction company

owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in

the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

Company will provide holders of the Company’s outstanding Public Shares (the “Public Stockholders”) with the

opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection

with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether

the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely

in its discretion.

The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount

then held in the Trust Account (initially anticipated to be $10.00 per Public Share).

The per-share amount to be distributed to

Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will

pay to the underwriters (as discussed in Note 5).

These Public Shares were recorded at a redemption value and classified as temporary

equity upon the completion of the Initial Public Offering.

In such case, the Company will only proceed with a Business Combination

if, among other things, the Company has net tangible assets of at least $5,000,001 upon consummation of such Business Combination

and a majority of the shares voted are voted in favor of the Business Combination.

If a stockholder vote is not required by law

and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to

its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions

pursuant to the tender offer rules of the U.S.

Securities and Exchange Commission (“SEC”) and file tender offer documents

with the SEC prior to completing a Business Combination.

If, however, stockholder approval of the transaction is required by law,

or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in

conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.

Additionally, each

public stockholder may elect to redeem its Public Shares irrespective of whether they vote for or against the proposed transaction.

If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders (as defined below)

have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial

Public Offering in favor of a Business Combination.

In addition, the Initial Stockholders have agreed to waive their redemption

rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

Notwithstanding

the foregoing, the Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder

or any other person with whom such stockholder is acting in concert or as a “group”

(as defined under Section 13 of

the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares

with respect to more than an aggregate of 20% of the Public Shares.

Sponsor and the Company’s officers and directors (the “Initial Stockholders”) have agreed not to propose an

amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem

100% of the Public Shares if the Company does not complete a Business Combination within the time frame described below, unless

the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or

July 30, 2021 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding

up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds

held in the Trust Account and not previously released to the Company to pay its franchise and income taxes (less up to $100,000

of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely

extinguish Public Stockholders’

rights as stockholders (including the right to receive further liquidating distributions,

if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval

of the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject in each case to the

Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to

complete a Business Combination within the Combination Period.

However, the Initial Stockholders will be entitled to liquidating

distributions from the Trust Account with respect to any Public Shares that they hold if the Company fails to complete a Business

Combination within the Combination Period.

The underwriters have agreed to waive their rights to the deferred underwriting commission

(see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination

Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available

to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value of the

residual assets remaining available for distribution (including Trust Account assets) will be only $10.00.

In order to protect

the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a

third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold

to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or

other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account

to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account due to

reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case including interest

earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes,

less franchise and income taxes payable.

This liability will not apply with respect to any claims by a third party or Target that

executed an agreement waiving claims against and all rights to seek access to the Trust Account whether or not such agreement

is enforceable or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against

certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors

by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company

does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held

in the Trust Account.

of Presentation

accompanying unaudited condensed consolidated financial statements are presented in U.S.

dollars in conformity with accounting

principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the

rules and regulations of the SEC.

Accordingly, they do not include all of the information and footnotes required by GAAP.

opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal

recurring adjustments necessary for the fair statement of the balances and results for the periods presented.

Operating results

for the three and nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected through

December 31, 2020 or any future period.

accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements

and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with

the SEC on March 30, 2020.

Growth Company

Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart

Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting

requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to,

not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of

the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements,

and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval

of any golden parachute payments not previously approved.

section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial

accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared

effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised

financial accounting standards.

The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition

period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised

and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt

the new or revised standard at the time private companies adopt the new or revised standard.

may make comparison of the Company’s financial statements with another public company that is neither an emerging growth

company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because

of the potential differences in accounting standards used.

Business Combination

September 23, 2020, Lightning Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger

Sub”), ChargePoint, Inc., a Delaware corporation (the “ChargePoint”), and the Company entered into a business

combination agreement and plan of reorganization (the “Business Combination Agreement”), pursuant to which, among

other things, Merger Sub will be merged with and into ChargePoint (the “Merger,”

together with the other transactions

related thereto, the “Proposed Transactions”), with ChargePoint surviving the Merger as a wholly owned subsidiary

of the Company (the “Surviving Corporation”).

has delivered to the Company a Stockholder Support Agreement (the “Support Agreement”), pursuant to which, among other

things, certain ChargePoint stockholders (the “Written Consent Parties”), whose ownership interests collectively represent

outstanding shares of ChargePoint’s common stock (“ChargePoint Common Stock”) and ChargePoint’s preferred

stock (voting on an as-converted basis) sufficient to approve the Merger on behalf of ChargePoint, will agree to support the approval

and adoption of the transactions contemplated by the Business Combination Agreement, including agreeing to execute a written consent

approving the Business Combination Agreement, the Merger and all other transactions contemplated by the Business Combination Agreement

within 48 hours of a registration statement on Form S-4 (the “Registration Statement”) becoming effective.

Agreement will terminate upon the earlier to occur of:

(i) the effective time of the Merger (the “Effective Time”),

(ii) the date of the termination of the Business Combination Agreement in accordance with its terms and (iii) the effective date

of a written agreement of the Company and the Written Consent Parties terminating the Support Agreement.

connection with the closing of the Merger (the “Closing”), that certain Registration Rights Agreement (as defined

below) dated July 25, 2019 (the “IPO Registration Rights Agreement”) will be amended and restated and the Company,

certain persons and entities holding securities of the Company prior to the Closing (the “Initial Holders”) and certain

persons and entities receiving the Company’s Class A Common Stock or instruments exercisable for the Company’s Class

A Common Stock in connection with the Merger (the “New Holders”

and together with the Initial Holders, the “Reg

Rights Holders”) will enter into that amended and restated IPO Registration Rights Agreement attached as an exhibit to the

Business Combination Agreement (the “Registration Rights Agreement”).

Pursuant to the Registration Rights Agreement,

the Company will agree that, within 15 business days after the Closing, the Company will file with the SEC (at the Company’s

sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to the Initial

Holders and the New Holders (the “Resale Registration Statement”), and the Company will use its commercially reasonable

efforts to have the Resale Registration Statement become effective as soon as reasonably practicable after the filing thereof.

In certain circumstances, the Reg Rights Holders can demand up to four underwritten offerings and will be entitled to customary

piggyback registration rights.

with ChargePoint entering into the Business Combination Agreement, certain stockholders of ChargePoint, whose ownership interests

represent 92.2% of the outstanding ChargePoint Common Stock (voting on an as-converted basis) in the aggregate, have agreed, subject

to certain customary exceptions, not to effect any (a) direct or indirect sale, assignment, encumbrance, pledge, hypothecation,

disposition, loan or other transfer, or entry into any agreement with respect to any sale, assignment, encumbrance, pledge, hypothecation,

disposition, loan or other transfer, with respect to any shares of the Company’s Class A Common Stock held by them immediately

after the Effective Time, including any shares of the Company’s Class A Common Stock issuable upon the exercise of options

or warrants to purchase shares of the Company’s Class A Common Stock held by them immediately following the Closing or (b)

publicly announce any intention to effect any transaction specified in clause (a), in each case, for six months after the Closing.

connection with the execution of the Business Combination Agreement, the Initial Stockholders entered into a letter agreement

(the “Founders Stock Letter”) with the Company pursuant to which, among other things, the Initial Stockholders will,

(i) subject to the satisfaction of the conditions to Closing set forth in the Business Combination Agreement, immediately prior

to the Closing, surrender to the Company, for no consideration and as a capital contribution to the Company, 984,706 of Founders

Shares held by them (on a pro rata basis), whereupon such Founder Shares will be immediately canceled and (ii) upon and subject

to the Closing, subject 900,000 Founder Shares (including any shares of the Company’s Class A Common Stock issued in exchange

therefor in the Merger, the “Founder Earn Back Shares”) held by them (on a pro rata basis) to potential forfeiture,

if the volume-weighted average closing sale price of one share of the Company’s Class A Common Stock quoted on the New York

Stock Exchange (or the exchange on which the shares of the Company’s Class A Common Stock are then listed) is greater than

or equal to $12.00 for any ten trading days within any twenty consecutive trading day period within the five-year period following

The Founders Stock Letter also provides that the Sponsor will bear any transaction costs in excess of $20,000,000

that are allocable to the Company in accordance with the Business Combination Agreement, excluding any costs associated with the

PIPE (as defined below).

connection with the execution of the Business Combination Agreement, on September 23, 2020, the Company entered into separate

subscription agreements (collectively, the “Subscription Agreements”) with a number of investors (collectively, the

“Subscribers”), pursuant to which the Subscribers agreed to purchase, and the Company agreed to sell to the Subscribers,

an aggregate of 22,500,000 shares of the Company’s Class A Common Stock for a purchase price of $10.00 per share and an

aggregate purchase price of $225,000,000, in a private placement (the “PIPE”).

Concern Consideration

accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue

as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal

course of business.

Through September 30, 2020, the Company’s liquidity needs have been satisfied through receipt of a $25,000

capital contribution from the Sponsor in exchange for the issuance of the Founder Shares (Note 4) to the Sponsor, approximately

$251,000 in loans from the Sponsor (which were fully repaid on August 12, 2019), and the net proceeds from the consummation of

the Private Placement not held in the Trust Account.

As of September 30, 2020,

the Company had approximately $11,000 in its operating bank account, approximately $2.9 million of gain on marketable securities,

dividends and interest held in Trust Account available to fund a Business Combination (less up to $100,000 of interest to pay dissolution

expenses and net of taxes payable), and a working capital deficit of approximately $1.0 million (including approximately $391,000

in tax obligations, which will be paid using investment income held in the Trust Account).

In addition, in order to finance transaction

costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s

officers and directors intend to, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

As of September 30, 2020, there were no amounts outstanding under any Working Capital Loan.

has determined that the Company has access to funds from the Sponsor that are sufficient to fund the working capital needs of

the Company until the consummation of an initial Business Combination or for a minimum of one year from the date of issuance of

these unaudited condensed consolidated financial statements.

However, in connection with the Company’s assessment of going

concern considerations in accordance with Financial Accounting Standards Board Accounting Standards Update 2014-15, “Disclosure

of Uncertainties about an Entity’s Ability to Continue as a Going Concern,”

management has determined that the Company’s

mandatory liquidation and subsequent dissolution, should the Company be unable to consummate a Business Combination

by July 2021, raise substantial doubt about the Company’s ability to continue as a going

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate

and dissolve after July 30, 2021.

Effect of exchange rate changes on cash, cash equivalents, and restricted cash

Net increase in cash, cash equivalents, and restricted cash

Cash, cash equivalents, and restricted cash at beginning of period

Cash, cash equivalents, and restricted cash at end of period

ChargePoint Holdings, Inc.

Condensed Consolidated Statements of Cash Flows - (continued)

Three Months Ended April 30, 2021 and 2020 (Unaudited)

Three Months Ended

(in thousands)

Supplementary cash flow information

Cash paid for interest

Cash paid for taxes

Supplementary cash flow information on noncash investing and financing activities

assets obtained in exchange for lease liabilities

Acquisitions of property and equipment included in accounts payable and accrued

Vesting of early exercised stock options

Deferred transaction costs not yet paid

Conversion of redeemable convertible preferred stock into common stock in connection with the

reverse recapitalization

Reclassification of Legacy ChargePoint redeemable convertible preferred stock warrant liability

upon the reverse capitalization

Contingent earnout liability recognized upon the closing of the reverse recapitalization

Reclassification of remaining contingent earnout liability upon triggering event

The accompanying notes are an integral part of these condensed consolidated financial statements.

ChargePoint Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

Description of Business

and Basis of Presentation

ChargePoint Holdings, Inc.

(ChargePoint or the Company, it,

its) designs, develops, and markets networked electric vehicle (EV) charging system infrastructure and cloud-based services which enable consumers the ability to locate, reserve, authenticate, and transact charging

sessions for EVs.

As part of its networked charging systems, subscriptions, and other offerings, the Company provides an open platform that integrates with system hardware from multiple manufacturers, connecting systems over an intelligent network

that provides real-time information about charging systems.

This network provides multiple web-based portals for charging system owners, fleet managers, drivers, and utilities.

The Companys fiscal year ends on January 31.

References to fiscal year 2021 relate to the fiscal year ended January 31, 2021

and to fiscal year 2022 refer to the fiscal year ending January 31, 2022.

Basis of Presentation

The condensed consolidated financial statements and accompanying notes are unaudited and have been prepared in accordance with accounting

principles generally accepted in the United States of America (U.S.

GAAP) and regulations of the U.S.

Securities and Exchange Commission (SEC) for interim financial reporting.

The Companys condensed consolidated

financial statements include the accounts of the Company and its wholly-owned subsidiaries.

All intercompany transactions and balances have been eliminated upon consolidation.

Certain information and footnote disclosures normally included in

consolidated financial statements prepared in accordance with U.S.

GAAP have been condensed or omitted pursuant to such rules and regulations.

Accordingly, these condensed consolidated financial statements should be read in conjunction with the

audited consolidated financial statements for the year ended January 31, 2021 and the related notes included in the Companys Current Report on Form 8-K filed with the SEC on March 1, 2021 and

as amended and filed with the SEC on April 1, 2021, which provides a more complete discussion of the Companys accounting policies and certain other information.

The information as of January 31, 2021 included on the condensed

consolidated balance sheets was derived from the Companys audited consolidated financial statements.

The condensed consolidated financial statements were prepared on the same basis as the audited consolidated financial statements and, in the

opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for a fair statement of the Companys financial position as of April 30, 2021 and the results of operations and cash flows for the

three months ended April 30, 2021 and 2020.

The results of operations for the three months ended April 30, 2021 are not necessarily indicative of the results that may be expected for the year ending January 31, 2022.

The Companys condensed consolidated financial statements have been prepared on the basis of continuity of operations, the realization of

assets, and the satisfaction of liabilities in the ordinary course of business.

Since inception, the Company has been engaged in developing its product offerings, raising capital, and recruiting personnel.

The Companys operating plan may

change as a result of many factors currently unknown and there can be no assurance that the current operating plan will be achieved in the time frame anticipated by the Company, and it may need to seek additional funds sooner than planned.

adequate funds are not available to the Company on a timely basis, it may be required to delay, limit, reduce, or terminate certain commercial efforts, or pursue merger or acquisition strategies, all of which could adversely affect the holdings or

the rights of the Companys stockholders.

The Company has incurred net operating losses and negative cash flows from operations in every year since inception and expects this to continue for the foreseeable future.

As of April 30, 2021,

the Company had an accumulated deficit of $597.1 million.

The Company has funded its operations primarily with proceeds from the

issuance of redeemable convertible preferred stock, borrowings under its loan facilities, customer payments and proceeds from the Reverse Recapitalization (as defined below).

The Company had cash, cash equivalents, and restricted cash of

$610.2 million as of April 30, 2021.

As of June 11, 2021, the date on which these condensed consolidated financial statements were available to be issued, the Company believes that its cash on hand, together with cash generated from

sales to customers, will satisfy its working capital and capital requirements for at least the next twelve months.

ChargePoint Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

The Companys assessment of the period of time through which its financial resources

will be adequate to support its operations is a forward-looking statement and involves risks and uncertainties.

The Companys actual results could vary as a result of, and its near- and long-term future capital requirements will

depend on, many factors, including its growth rate, subscription renewal activity, the timing and extent of spending to support its infrastructure and research and development efforts, the expansion of sales and marketing activities, the timing of

new introductions of products or features, the continuing market adoption of its networked charging systems platform, and the overall market acceptance of EVs.

The Company may in the future enter into arrangements to acquire or invest in

complementary businesses, services, and technologies, including intellectual property rights, although it has no agreements or commitments to complete any material transactions as of June 11, 2021, the date on which these condensed consolidated

financial statements were available to be issued.

The Company has based its estimates on assumptions that may prove to be wrong, and it could use its available capital resources sooner than it currently expects.

The Company may be required to seek

additional equity or debt financing.

Future liquidity and cash requirements will depend on numerous factors, including market penetration, the introduction of new products, and potential acquisitions of related businesses or technology.

that additional financing is required from outside sources, the Company may not be able to raise it on acceptable terms or at all.

If the Company is unable to raise additional capital when desired, or if it cannot expand its operations or otherwise

capitalize on its business opportunities because it lacks sufficient capital, its business, operating results, and financial condition would be adversely affected.

On February 26, 2021 (Closing Date), Switchback Energy Acquisition Corporation (Switchback), consummated the

previously announced merger with Switchback, Lightning Merger Sub Inc., a wholly owned subsidiary of Switchback incorporated in the State of Delaware and ChargePoint, Inc., a Delaware corporation (Legacy ChargePoint) with the Legacy

ChargePoint surviving as the surviving company and as a wholly-owned subsidiary of Switchback (Merger and, collectively with the other transactions described in the Merger Agreement (as defined below), the Reverse

Recapitalization).

As a result of the Merger, Switchback was renamed ChargePoint Holdings, Inc.

Please refer to Note 3

Reverse Recapitalization for further details of the Merger.

Summary of Significant Accounting Policies

preparation of these condensed consolidated financial statements in conformity with GAAP requires the Company’s

management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of

contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenue and expenses during

the reporting period.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of

circumstances that existed at the date of the balance sheet, which management considered in formulating its estimate, could

change due to one or more future events.

Actual results could differ from these estimates.

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,

which, at times, may exceed the Federal Deposit Insurance Corporation limit of $250,000, and investments held in the Trust Account.

At September 30, 2020, the Company has not experienced losses on these accounts, and management believes that the Company is not

exposed to significant risks on such accounts.

The Company’s investments held in the Trust Account as of September 30, 2020

are comprised of money market funds which invest only in direct U.S.

government treasury obligations.

of Consolidation

unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Merger

Sub, at September 30, 2020.

All significant inter-company transactions and balances have been eliminated in consolidation.

Held in the Trust Account

Company’s portfolio of investments held in the Trust Account is comprised of U.S.

government securities, within the meaning

set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market

funds that invest in U.S.

government securities, or a combination thereof.

The Company’s investments held in the Trust Account

are classified as trading securities.

Trading securities are presented on the balance sheets at fair value at the end of each

reporting period.

Gains and losses resulting from the change in fair value of these securities is included in gain on marketable

securities, dividends and interest held in Trust Account in the accompanying unaudited condensed consolidated statement of operations.

The estimated fair values of investments held in the Trust Account are determined using available market information.

Value of Financial Instruments

value is defined as the price that would be received for the sale of an asset or paid for the transfer of a liability in an orderly

transaction between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes

the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets

for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

1, defined as observable inputs such as quoted prices for identical instruments in active markets;

2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as

quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that

are not active;

3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own

assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value

drivers are unobservable.

some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest

level input that is significant to the fair value measurement.

of September 30, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and taxes payable approximate

their fair values due to the short-term nature of the instruments.

The Company’s portfolio of investments held in the Trust

Account is comprised of investments in U.S.

Treasury securities with an original maturity of 185 days or less, or

in money market funds which invest only in direct U.S.

government treasury obligations, and are recognized at fair value.

The fair value for trading securities is determined using quoted market prices in active markets.

Costs Associated with the Initial Public Offering

costs consist of legal, accounting, underwriting fees and other costs that were directly related to the Initial Public Offering

and that were charged to stockholders’

equity upon the completion of the Initial Public Offering in July and September 2019.

of Class A Common Stock Subject to Possible Redemption

of the Company’s Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and

are measured at fair value.

Conditionally redeemable shares of the Company’s Class A common stock (including shares of the

Company’s Class A common stock that feature redemption rights that are either within the control of the holder or subject

to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary

At all other times, shares of the Company’s Class A common stock are classified as stockholders’

of the Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s

control and subject to the occurrence of uncertain future events.

Accordingly, at September 30, 2020 and December 31, 2019, 30,002,915

and 30,047,981 shares of the Company’s Class A common stock subject to possible redemption, respectively, are presented as

temporary equity, outside of the stockholders’

equity section of the Company’s condensed consolidated balance sheets.

Income (Loss) Per Share of Common Stock

income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding

during the periods.

The Company has not considered the effect of the warrants sold in the Initial Public Offering (including the

consummation of the over-allotment) and Private Placement to purchase an aggregate of 15,992,155 shares of the Company’s

Class A common stock in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury

stock method.

Company’s unaudited condensed consolidated statements of operations include a presentation of income per share for common

stock subject to redemption in a manner similar to the two-class method of income per share.

Net income per share, basic and diluted

for the Company’s Class A common stock for the three months ended September 30, 2020 is calculated by dividing (i) the gain

on marketable securities, dividends and interest held in Trust Account of approximately $25,000, net of applicable taxes and funds

available to be withdrawn from the Trust Account for franchise and income tax obligations of approximately $25,000, resulting in

net income of $0, by (ii) the weighted average number of shares of the Company’s Class A common stock outstanding for the

period of 31,411,763 shares.

Net loss per share, basic and diluted for the Company’s Class B common stock for the three months

ended September 30, 2020 is calculated by dividing (i) the net loss of approximately $793,000, less income attributable to Public

Shares of $0, resulting in a net loss of approximately $793,000, by (ii) the weighted average number of shares of the Company’s

Class B common stock outstanding for the period of 7,852,941 shares.

income per share, basic and diluted for the Company’s Class A common stock for the three months ended September 30, 2019

is calculated by dividing (i) the gain on marketable securities, dividends and interest held in Trust Account of approximately

$1.0 million, net of applicable taxes and funds available to be withdrawn from the Trust Account for franchise and income tax

obligations of approximately $272,000, resulting in an aggregate of approximately $730,000, by (ii) the weighted average number

of shares of the Company’s Class A common stock outstanding for the period of 30,627,450 shares.

Net loss per share, basic

and diluted for the Company’s Class B common stock for the three months ended September 30, 2019 is calculated by dividing

(i) the net income of approximately $195,000, less income attributable to Public Shares of approximately $730,000, resulting in

a net loss of approximately $535,000, by (ii) the weighted average number of shares of the Company’s Class B common stock

outstanding for the period of 7,852,941 shares.

income per share, basic and diluted for the Company’s Class A common stock for the nine months ended September 30, 2020 is

calculated by dividing (i) the gain on marketable securities, dividends and interest held in Trust Account of approximately $1.2

million, net of applicable taxes and funds available to be withdrawn from the Trust Account for franchise and income tax obligations

of approximately $392,000, resulting in an aggregate of approximately $761,000, by (ii) the weighted average number of shares of

the Company’s Class A common stock outstanding for the period of 31,411,763 shares.

Net loss per share, basic and diluted

for the Company’s Class B common stock for the nine months ended September 30, 2020 is calculated by dividing (i) the net

loss of approximately $451,000, less income attributable to Public Shares of approximately $761,000, resulting in a net loss of

approximately $1.2 million, by (ii) the weighted average number of shares of the Company’s Class B common stock outstanding

for the period of 7,852,941 shares.

income per share, basic and diluted for the Company’s Class A common stock for the period from May 10, 2019 (inception)

through September 30, 2019 is calculated by dividing (i) the gain on marketable securities, dividends and interest held in Trust

Account of approximately $1.0 million, net of applicable taxes and funds available to be withdrawn from the Trust Account for

franchise and income tax obligations of approximately $272,000, resulting in an aggregate of approximately $730,000, by (ii) the

weighted average number of shares of the Company’s Class A common stock outstanding for the period of 30,627,450 shares.

Net loss per share, basic and diluted for the Company’s Class B common stock for the period from May 10, 2019 (inception)

through September 30, 2019 is calculated by dividing (i) the net income of approximately $138,000, less income attributable to

Public Shares of approximately $730,000, resulting in a net loss of approximately $591,000, by (ii) the weighted average number

of shares of the Company’s Class B common stock outstanding for the period of 7,852,941 shares.

The Company’s taxable

income primarily consists of interest income on the Trust Account.

The Company’s general and administrative expenses are

generally considered start-up costs and are not currently deductible.

During the three and nine months ended September 30, 2020,

approximately $5,000 and $242,000 were recorded as income tax expense, respectively.

The Company’s effective tax rates for

the three and nine months ended September 30, 2020 were negative 1% and 116%, respectively, which differ from the expected income

tax rate due to the start-up costs which are not deductible.

The Company follows the

asset and liability method of accounting for income taxes.

Deferred tax assets and liabilities are recognized for the estimated

future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities

and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable

income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets

and liabilities of a change in tax rates is recognized in income in the period that included the enactment date.

Valuation allowances

are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

As of September 30, 2020,

and December 31, 2019, the Company had a deferred tax asset of approximately $509,000 and $223,000, respectively, which had a full

valuation allowance recorded against it of approximately $509,000 and $223,000, respectively.

tax benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

There were no unrecognized tax benefits as of September 30, 2020 and December 31, 2019.

The Company recognizes accrued interest

and penalties related to unrecognized tax benefits as income tax expense.

No amounts were accrued for the payment of interest

and penalties as of September 30, 2020 and December 31, 2019.

The Company is currently not aware of any issues under review that

could result in significant payments, accruals or material deviation from its position.

The Company is subject to income tax examinations

by major taxing authorities since inception.

Other than policies noted below, there have been no significant changes to the significant accounting policies disclosed in Note 2 of the

audited consolidated financial statements as of January 31, 2021 and 2020 and for the years ended January 31, 2021, 2020, and 2019.

Stock Warrants Liabilities

The Company assumed 10,470,562 publicly-traded warrants (Public Warrants) and 6,521,568 private

placement warrants issued to NGP Switchback, LLC (Private Placement Warrants and, together with the Public Warrants, the Common Stock Warrants) upon the Merger, all of which were issued in connection with Switchbacks

initial public offering and subsequent overallotment (other than 1,000,000 Private Placement Warrants that were issued in connection with the closing of the Merger) and entitle the holder to purchase one share of the Companys Common stock, par

value $0.0001 (Common Stock) at an exercise price of $11.50 per share.

During the three months ended April 30, 2021, 6,413,057 Public Warrants and 4,347,712 Private Placement Warrants were exercised.

The Public Warrants are publicly

traded and are exercisable for cash unless certain conditions occur, such as the failure to have an effective registration statement related to the shares issuable upon exercise or redemption by the Company under certain conditions, at which time

the warrants may be cashless exercised.

The Private Placement Warrants are non-redeemable for cash so long as they are held by the initial purchasers or their permitted transferees.

If the Private Placement

Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

ChargePoint Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

The Company evaluated the Common Stock Warrants and concluded that they do not meet the

criteria to be classified within stockholders equity.

The agreement governing the Common Stock Warrants includes a provision (Replacement of Securities Upon Reorganization), the application of which could result in a different

settlement value for the Common Stock Warrants depending on their holder.

Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed

option on the Companys ordinary shares, the Private Placement Warrants are not considered to be indexed to the Companys own stock. In addition, the provision provides that in the event of a tender or exchange offer accepted

by holders of more than 50% of the outstanding shares of the Companys ordinary shares, all holders of the Common Stock Warrants (both the Public Warrants and the Private Placement Warrants) would be entitled to receive cash for all of their

Common Stock Warrants.

Specifically, in the event of a qualifying cash tender offer (which could be outside of the Companys control), all Common Stock Warrant holders would be entitled to cash, while only certain of the holders of the

Companys ordinary shares may be entitled to cash.

These provisions preclude the Company from classifying the Common Stock Warrants in stockholders equity.

As the Common Stock Warrants meet the definition of a derivative, the Company

recorded these warrants as liabilities on the consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the condensed consolidated statements of operations and comprehensive loss at each

reporting date.

Contingent Earnout Liability

In connection with the Reverse Recapitalization and pursuant to the Merger Agreement and Plan of Merger dated as of September 23, 2020 by

and among the Company, Lightning Merger Sub Inc., and Switchback (Merger Agreement), eligible ChargePoint equity holders are entitled to receive additional shares of the Companys Common Stock upon the Company achieving certain

Earnout Triggering Events (as described in the Merger Agreement and Note 9).

In accordance with ASC 815-40, the earnout shares are not indexed to the Common Stock and therefore are accounted for as a

liability at the reverse recapitalization date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of other income (expense), net in the condensed consolidated statements of operations.

The estimated fair value of the contingent consideration was determined using a Monte Carlo simulation using a distribution of potential

outcomes on a monthly basis over the Earnout Period (as defined in Note 9) prioritizing the most reliable information available.

The assumptions utilized in the calculation are based on the achievement of certain stock price milestones, including

the current Company Common Stock price, expected volatility, risk-free rate, expected term and dividend rate.

The contingent earnout

liability is categorized as a Level 3 fair value measurement (see Fair Value of Financial Instruments accounting policy as described above) because the Company estimates projections during the Earnout Period utilizing unobservable inputs.

Contingent earnout payments involve certain assumptions requiring significant judgment and actual results may differ from assumed and estimated amounts.

ChargePoint Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

Use of Estimates

The preparation of the accompanying condensed consolidated financial statements in conformity with U.S.

GAAP requires management to make

estimates and assumptions about future events.

These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenue and expenses.

Actual results and outcomes could differ significantly from the Companys estimates, judgments, and assumptions.

Significant estimates include determining standalone selling price for performance obligations in contracts with customers, the

estimated expected benefit period for deferred contract acquisition costs, allowances for doubtful accounts, inventory reserves, the useful lives of long-lived assets, the determination of the incremental borrowing rate used for operating lease

liabilities, the valuation of redeemable convertible preferred stock warrants and common stock warrants, including Common Stock Warrants as a result of the Merger, contingent earnout liability, the value of common stock and other assumptions used to

measure stock-based compensation, and the valuation of deferred income tax assets and uncertain tax positions.

These estimates and assumptions are based on managements best estimates and judgment.

Management evaluates its estimates and

assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances.

The Company adjusts such estimates and assumptions when

facts and circumstances dictate.

Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods.

As future events and their effects cannot be determined with

precision, actual results could materially differ from those estimates and assumptions.

Concentration of Credit Risk and Other Risks and Uncertainties

Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents and accounts

Cash and cash equivalents are held in domestic and foreign cash accounts with large, creditworthy financial institutions.

The Company has not experienced any losses on its deposits of cash and cash equivalents through deposits with

federally insured commercial banks and at times cash balances may be in excess of federal insurance limits.

The Company has not experienced any losses on its deposits of cash and cash equivalents.

Accounts receivable are stated at the amount the Company expects to collect.

The Company generally does not require collateral or other

security in support of accounts receivable.

To reduce credit risk, management performs ongoing credit evaluations of its customers financial condition.

Concentration of credit risk with respect to trade accounts receivable is considered to be limited due to the diversity of the Companys

customer base and geographic sales areas.

As of April 30, 2021 and January 31, 2021, one customer individually accounted for 11% and 16% of accounts receivable, net, respectively.

For the three months ended April 30, 2021 and 2020,

there were no customers that represented 10% or more of total revenue.

The Companys revenue is concentrated in the infrastructure

needed for charging EVs, an industry which is highly competitive and rapidly changing.

Significant technological changes within the industry or customer requirements, or the emergence of competitive products with new capabilities or technologies,

could adversely affect the Companys operating results.

Impact of COVID-19

In March 2020, the World Health Organization characterized COVID-19 as a pandemic.

The impact of COVID-19, including changes in consumer and business behavior, pandemic fears and market downturns, and restrictions on business and individual activities, has created significant volatility in the global economy

and led to reduced economic activity.

The spread of COVID-19 has also created a disruption in the manufacturing, delivery and overall supply chain of vehicle manufacturers and suppliers, and has led to a

decrease in EV sales in some markets.

ChargePoint Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

As a result of the COVID-19 pandemic, ChargePoint had

initially modified its business practices (including employee travel, recommending that all non-essential personnel work from home and cancellation or reduction of physical participation in sales activities,

meetings, events and conferences), implemented additional safety protocols for essential workers, implemented temporary cost cutting measures in order to reduce its operating costs, some of which it recently reversed, and it may take further actions

as may be required by government authorities or that it determines are in the best interests of its employees, customers, suppliers, vendors and business partners.

While the ultimate duration and extent of the COVID-19 pandemic depends on current and future

developments that cannot be accurately predicted, such as the extent and effectiveness of containment actions and vaccinations, it has already had an adverse effect on the global economy and the ultimate societal and economic impact of the COVID-19 pandemic remains unknown.

In particular, the conditions caused by this pandemic are likely to affect the rate of global infrastructure spending, such as work-from-home policies commercial customers are

adopting, and could adversely affect demand for ChargePoints platforms, lengthen its sales cycles, reduce the value, renewal rate or duration of subscriptions, negatively impact collections of accounts receivable, reduce expected spending from

new customers, cause some of its paying customers to go out of business and limit the ability of its direct sales force to travel to customers and potential customers, all of which could adversely affect its business, results of operations and

financial condition during the fiscal year ended January 31, 2022 and potentially future periods.

Segment Reporting

The Company operates as one operating segment because its chief operating decision maker, who is its Chief Executive Officer, reviews its

financial information on a consolidated basis for purposes of making decisions regarding allocating resources and assessing performance.

Fair Value of

Financial Instruments

Fair value is defined as an exchange price that would be received to sell an asset or paid to transfer a

liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants.

Assets and liabilities measured at fair value are classified into the following categories based on the inputs

used to measure fair value:

(Level 1) Quoted prices in active markets for identical assets or liabilities that the Company

has the ability to access at the measurement date;

(Level 2) Inputs other than quoted prices in active markets that are observable for the asset or

liability, either directly or indirectly;

(Level 3) Inputs that are unobservable for the asset or liability.

The Company classifies financial instruments in Level 3 of the fair value hierarchy when there is reliance on at least one significant

unobservable input to the valuation model.

In addition to these unobservable inputs, the valuation models for Level 3 financial instruments typically also rely on a number of inputs that are readily observable, either directly or indirectly.

The Companys assessment of a particular input to the fair value measurement requires management to make judgments and consider factors specific to the asset or liability.

The fair value hierarchy requires the use of observable market data when

available in determining fair value.

The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each period.

There were no transfers between levels during the periods presented.

The Company had no material

non-financial assets valued on a non-recurring basis that resulted in an impairment in any period presented.

The carrying values of the Companys cash equivalents, accounts receivable, net, accounts payable, and accrued and other current

liabilities approximate fair value based on the highly liquid, short-term nature of these instruments.

ChargePoint Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

Remaining Performance Obligations

Remaining performance obligations represents the amount of contracted future revenue not yet recognized as the amounts relate to undelivered

performance obligations, including both deferred revenue and non-cancellable contracted amounts that will be invoiced and recognized as revenue in future periods.

The Companys Assure, Cloud, and

CPaaS subscription terms typically range from one to five years.

Revenue expected to be recognized from remaining performance obligations was $110.1 million as of April 30, 2021, of which 42% is expected to be recognized over the next

twelve months and the remainder thereafter.

Deferred Revenue

Deferred revenue represents billings or payments received in advance of revenue recognition and is recognized in revenue upon transfer of

Balances consist primarily of software subscription services and extended Assure maintenance services not yet provided as of the balance sheet date.

Contract assets, which represent services provided or products transferred to customers in

advance of the date the Company has a right to invoice, are netted against deferred revenue on a customer-by-customer basis.

Deferred revenue that will be

recognized during the succeeding twelve-month period is recorded as deferred revenue with the remainder recorded as deferred revenue, non-current on the condensed consolidated balance sheets.

deferred revenue was $97.6 million and $89.8 million as of April 30, 2021 and January 31, 2021, respectively.

The Company recognized $15.2 million and $16.4 million of revenue during the three months ended

April 30, 2021 and April 30, 2020, respectively, that was included in the deferred revenue balance at the beginning of the respective period.

Accounting Pronouncements

does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have

a material impact on the Company’s unaudited condensed consolidated financial statements.

Initial Public Offering

July 30, 2019, the Company sold 30,000,000 Units at a price of $10.00 per Unit in the Initial Public Offering.

Each Unit consists

of one share of Class A common stock and one-third of one redeemable warrant (each, a “Public Warrant”).

Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment

(see Note 6).

Certain officers and directors of the Company purchased 200,000 (the “Affiliated Units”) of the 30,000,000

Units sold in the Initial Public Offering for an aggregate purchase price of $2.0 million.

Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering

to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price, less underwriting

discounts and commissions.

On September 4, 2019, the underwriters partially exercised the over-allotment option and, on September

6, 2019, the underwriters purchased the Over-allotment Units, generating gross proceeds of approximately $14.1 million.

The remaining

over-allotment option subsequently expired.

Related Party Transactions

May 16, 2019, the Sponsor purchased 8,625,000 shares (the “Founder Shares”) of the Company’s Class B common

stock, par value $0.0001 per share, for an aggregate price of $25,000.

The Initial Stockholders agreed to forfeit up to 1,125,000

Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters.

The forfeiture was

adjusted to the extent that the over-allotment option was not exercised in full by the underwriters so that the Founder Shares

would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering.

On September 6,

2019, the underwriters purchased the Over-allotment Units, and the remaining over-allotment option subsequently expired.

result, an aggregate of 772,059 Founder Shares were forfeited accordingly.

Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until one

year after the date of the consummation of the initial Business Combination or earlier if, subsequent to the initial Business

Combination, (i) the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted

for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading

day period commencing at least 150 days after the initial Business Combination or (ii) the Company consummates a subsequent liquidation,

merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right

to exchange their shares of common stock for cash, securities or other property.

Founder Shares are also subject to the Founders Stock Letter described in Note 1.

Placement Warrants

Simultaneously

with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,333,333 Private Placement Warrants at

a price of $1.50 per Private Placement Warrant, generating gross proceeds of approximately $8.0 million.

Simultaneously with the

closing of the sale of the Over-allotment Units, the Sponsor purchased an additional 188,235 Private Placement Warrants at a price

of $1.50 per Private Placement Warrant, generating gross proceeds of approximately $282,000.

whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share.

of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public

Offering held in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the

Private Placement Warrants will expire worthless.

The Private Placement Warrants will be non-redeemable for cash and exercisable

on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell

any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

May 16, 2019, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover organizational expenses and expenses

related to the Initial Public Offering pursuant to a promissory note (the “Note”).

This loan was non-interest bearing

and payable on the completion of the Initial Public Offering.

The Company borrowed approximately $251,000 under the Note, and

then repaid the Note in full to the Sponsor on August 12, 2019.

the three months ended September 30, 2020, the Sponsor advanced approximately $129,000 to the Company to fund general administrative

addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the

Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may

be required (“Working Capital Loans”).

If the Company completes a Business Combination, the Company would repay the

Working Capital Loans out of the proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would

be repaid only out of funds held outside the Trust Account.

In the event that a Business Combination does not close, the Company

may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust

Account would be used to repay the Working Capital Loans.

Except for the foregoing, the terms of such Working Capital Loans, if

any, have not been determined and no written agreements exist with respect to such loans.

The Working Capital Loans would either

be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working

Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant.

would be identical to the Private Placement Warrants.

To date, the Company had no borrowings under the Working Capital Loans.

Administrative

Services Agreement

Commencing on the date

that the securities of the Company were first listed on the New York Stock Exchange and continuing until the earlier of the Company’s

consummation of its initial Business Combination or the Company’s liquidation, the Company has agreed to pay the Sponsor

a total of $10,000 per month for office space, utilities, secretarial support and administrative services.

The Company recorded

an aggregate of $30,000 and $90,000 during the three and nine months ended September 30, 2020, respectively, as well as an aggregate

of $20,000 during the three months ended September 30, 2019 and for the period from May 10, 2019 (inception) through September

30, 2019, in general and administrative expenses in connection with the related agreement in the accompanying unaudited condensed

consolidated statements of operations.

As of September 30, 2020, the Company recorded an aggregate of approximately $46,000 in

related party accrued expenses.

Commitments and Contingencies

and Uncertainties

January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain

of coronavirus (the “COVID-19 outbreak”).

In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based

on the rapid increase in exposure globally.

The full impact of the COVID-19 outbreak continues to evolve.

The impact of the COVID-19

outbreak on the Company’s results of operations, financial position and cash flows will depend on future developments, including

the duration and spread of the outbreak and related advisories and restrictions.

These developments and the impact of the COVID-19

outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted.

If the financial markets

and/or the overall economy are impacted for an extended period, the Company’s financial position, results of operations,

financial position and cash flows may be materially adversely affected.

Additionally, the Company’s ability to complete

an initial Business Combination may be materially adversely affected due to significant governmental measures being implemented

to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines,

among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a

potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination

in a timely manner.

The Company’s ability to consummate an initial Business Combination may also be dependent on the ability

to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn.

holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans,

if any, and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that

may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares will be entitled to registration

rights pursuant to a registration rights agreement.

These holders will be entitled to certain demand and “piggyback”

registration rights.

However, the registration rights agreement provides that the Company will not permit any registration statement

filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to

be registered.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

for the Affiliated Units, the underwriters were entitled to an underwriting discount of $0.20 per unit, or $5.96 million in the

aggregate, paid upon closing of the Initial Public Offering.

An additional fee of approximately $282,000 in the aggregate was

due in connection with the closing of the sale of the Over-allotment Units.

addition, $0.35 per unit (but not including the Affiliated Units), or approximately $10.92 million in the aggregate will be payable

to the underwriters for deferred underwriting commissions.

The deferred fee will become payable to the underwriters from the amounts

held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting

Stockholders’

Class A Common Stock —

The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share.

As of September

30, 2020, and December 31, 2019, there were 31,411,763 shares of Class A common stock issued and outstanding, of which 30,002,915

and 30,047,981 shares of Class A common stock were classified outside of permanent equity, respectively.

B Common Stock —

The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share.

2019, the Company issued 8,625,000 shares of Class B common stock, including an aggregate of up to 1,125,000 shares of Class

B common stock that were subject to forfeiture to the Company by the Sponsor for no consideration to the extent that the

underwriters’

over-allotment option for the Initial Public Offering was not exercised in full.

On September 6, 2019,

the underwriters purchased the Over-allotment Units, and the remaining over-allotment option subsequently expired.

result, an aggregate of 772,059 shares of Class B common stock were forfeited accordingly.

As of September 30, 2020, and

December 31, 2019, there were 7,852,941 shares of Class B common stock outstanding.

to the initial Business Combination, only holders of the Company’s Class B common stock will have the right to vote on the

election of directors.

Holders of the Class A common stock will not be entitled to vote on the election of directors during such

These provisions of the Certificate of Incorporation may only be amended if approved by a majority of at least 90% of the

Company’s common stock.

With respect to any other matter submitted to a vote of the Company’s stockholders, including

any vote in connection with the initial Business Combination, except as required by applicable law or stock exchange rule, holders

of the Company’s Class A common stock and holders of the Company’s Class B common stock will vote together as a single

class, with each share entitling the holder to one vote.

Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a

one-for-one basis, subject to adjustment.

In the case that additional shares of Class A common stock, or equity-linked securities,

are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the initial

Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will

be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment

with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion

of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number

of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common

stock and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or

equity-linked securities issued, or to be issued, to any seller in the Business Combination).

Stock —

The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share,

with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s

board of directors.

As of September 30, 2020, and December 31, 2019, there were no shares of preferred stock issued or outstanding.

Warrants —

Public Warrants may only be exercised for a whole number of shares.

No fractional Public Warrants will be issued upon separation

of the Units and only whole Public Warrants will trade.

The Public Warrants will become exercisable 30 days after the completion

of a Business Combination;

provided that the Company has an effective registration statement under the Securities Act covering

the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is

available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is

exempt from registration under the Securities Act).

The Company has agreed that as soon as practicable, but in no event later

than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC

a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise

of the Public Warrants.

The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness

of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance

with the provisions of the warrant agreement.

Notwithstanding the above, if the Class A common stock is at the time of any exercise

of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security”

under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise

their warrants to do so on a “cashless”

basis, and, in the event the Company so elects, the Company will not be required

to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or

qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The Public Warrants will expire

five years after the completion of a Business Combination or earlier upon redemption or liquidation.

Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of

Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable

until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Additionally, the Private

Placement Warrants will be non-redeemable for cash so long as they are held by the Sponsor or its permitted transferees.

Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants

will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Company may call the Public Warrants for redemption:

whole and not in part;

a price of $0.01 per warrant;

a minimum of 30 days’

prior written notice of redemption;

and only if, the last sales price of the Class A common stock equals or exceeds $18.00 per share on each of 20 trading days

within the 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of

redemption to the warrant holders.

the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise

the Public Warrants to do so on a “cashless basis,”

as described in the warrant agreement.

addition, commencing 90 days after the warrants become exercisable, the Company may redeem the outstanding warrants for shares

of Class A common stock (including both Public Warrants and Private Placement Warrants):

whole and not in part;

a price equal to a number of shares of Class A common stock to be determined by reference to the agreed table set forth in

the warrant agreement based on the redemption date and the “fair market value”

of the Class A common stock;

a minimum of 30 days’

prior written notice of redemption;

and only if, the last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted) on the trading

day prior to the date on which the Company sends the notice of redemption to the warrant holders.

exercise price and number of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including

in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation.

In addition, if the Company issues

additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the

initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such

issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case

of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such

affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), the exercise price of the warrants

will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price.

no event will the Company be required to net cash settle any warrant.

If the Company is unable to complete a Business Combination

within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive

any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held

outside of the Trust Account with respect to such warrants.

Accordingly, the warrants may expire worthless.

The Company is

provided the option to adopt new or revised accounting guidance as an emerging growth company under the Jumpstart Our Business Startups Act of 2012 (JOBS Act) either (1) within the same periods as those otherwise

applicable to public business entities, or (2) within the same time periods as non-public business entities, including early adoption when permissible.

With the exception of standards the Company

elected to early adopt when permissible, the Company has elected to adopt new or revised accounting guidance within the same time period as non-public business entities, as indicated below.

Recently Issued Accounting Standards Not Yet Adopted

In June 2016, the FASB issued ASU 2016-13, Financial Instruments

Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments, and has since released various amendments including ASU No.

The guidance modifies the measurement of expected

credit losses on certain financial instruments.

This guidance will be effective for annual reporting periods beginning after December 15, 2022.

Early adoption is permitted.

The Company is currently assessing the impact of the guidance on its

condensed consolidated financial statements and disclosures.

In December 2019, the FASB issued ASU

2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes, which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as the

elimination of exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, the recognition of deferred tax liabilities for outside basis differences, ownership changes in

investments, and tax basis step-up in goodwill obtained in a transaction that is not a business combination.

The guidance will be effective for annual reporting periods beginning after December 15,

Early adoption is permitted.

The Company is currently assessing the impact of this guidance on its condensed consolidated financial statements and disclosures and does not anticipate adoption to have a material impact on its condensed

consolidated financial statements.

ChargePoint Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

In August 2020, the FASB issued ASU 2020-06, Debt

Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entitys Own Equity (Subtopic 815-40), which modifies

and simplifies accounting for convertible instruments.

The new guidance eliminates certain separation models that require separating embedded conversion features from convertible instruments.

The guidance also addresses how convertible instruments

are accounted for in the diluted earnings per share calculation.

The guidance will be effective for annual reporting periods beginning after December 15, 2023.

Early adoption is permitted, but no earlier than for fiscal years beginning after

December 15, 2020.

The Company is currently assessing the impact of this guidance on its consolidated financial statements and disclosures.

In October 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20 Receivables-Nonrefundable Fees and Other Costs, which clarifies the accounting for the amortization period for certain purchased callable debt securities held at a premium by giving consideration

to securities which have multiple call dates.

The guidance will be effective for annual reporting periods beginning after December 15, 2021.

Early adoption is permitted for annual reporting periods beginning after December 15, 2020.

Company is currently assessing the impact of this guidance on its consolidated financial statements and disclosures.

Reverse Recapitalization

On February 26, 2021, Switchback merged with Legacy ChargePoint, with Legacy ChargePoint surviving as a wholly-owned subsidiary

of Switchback.

As a result of the Merger, Switchback was renamed ChargePoint Holdings, Inc. Immediately prior to the closing of the Merger:

all 22,427,306 shares of Legacy ChargePoints outstanding Series H-1 redeemable convertible

preferred stock was converted into an equivalent number of shares of Legacy ChargePoint common stock on a one-to-one basis and an additional 1,026,084 shares of Common Stock were issued to settle the accumulated dividend to the Series H-1

redeemable convertible preferred stockholders of $21.1 million;

all 160,925,957 shares of Legacy ChargePoints outstanding Series H, Series G, Series F, Series E,

and Series D redeemable convertible preferred stock was converted into an equivalent number of shares of Legacy ChargePoint common stock on a one-to-one basis;

all 45,376 shares of Legacy ChargePoints outstanding Series C redeemable convertible preferred stock

was converted into an equivalent number of shares of Legacy ChargePoint common stock on a 1:73.4403 basis;

all 130,590 shares of Legacy ChargePoints outstanding Series B redeemable convertible preferred stock

was converted into an equivalent number of shares of Legacy ChargePoint common stock on a 1:42.9220 basis;

all 29,126 shares of Legacy ChargePoints outstanding Series A redeemable convertible preferred stock

was converted into an equivalent number of shares of Legacy ChargePoint common stock on a 1:48.2529 basis.

Merger, eligible ChargePoint equity holders received or have the right to receive shares of Common Stock at a deemed value of $10.00 per share after giving effect to the exchange ratio of 0.9966 as defined in the Merger Agreement (Exchange

Accordingly, immediately following the consummation of the Merger, Legacy ChargePoint common stock exchanged into 217,021,368 shares of Common Stock, 68,896,516 shares were reserved for the issuance of Common Stock upon the potential

future exercise of Legacy ChargePoint stock options and warrants that were exchanged into ChargePoint stock options and warrants, and 27,000,000 shares of Common Stock were reserved for the potential future issuance of the earnout shares.

In connection with the execution of the Merger Agreement, Switchback entered into separate subscription agreements (each a Subscription

Agreement) with a number of investors (each a New PIPE Investor), pursuant to which the New PIPE Investors agreed to purchase, and Switchback agreed to sell to the New PIPE Investors, an aggregate of 22,500,000 shares of

Common Stock (PIPE Shares), for a purchase price of $10.00 per share and an aggregate purchase price of $225.0 million, in a private placement pursuant to the subscription agreements (PIPE Financing).

Financing closed simultaneously with the consummation of the Merger.

Pursuant to the terms of a letter agreement the initial Switchback

stockholders entered into in connection with the execution of the Merger Agreement (Founders Stock Letter), the initial stockholders surrendered 984,706 of Switchback Class B common stock shares purchased by NGP Switchback, LLC, a

Delaware limited liability company (Sponsor) prior to Switchback Public Offering on May 16, 2019 (Founder Shares) for no consideration, whereupon such Founder Shares were immediately cancelled.

Additionally 900,000 Founder

Earn Back Shares, which were previously subjected to potential forfeiture until the closing volume weighted average price per share of Common Stock achieves $12.00 for any ten trading days within any twenty consecutive trading day period during the

five-year period following the Closing (Founder Earn Back Triggering Event), met the Earn Back Triggering Event on March 12, 2021.

At the Closing, the Sponsor exercised its right to convert a portion of the working capital loans made by the Sponsor to Switchback into an

additional 1,000,000 Private Placement Warrants at a price of $1.50 per warrant in satisfaction of $1.5 million principal amount of such loans.

ChargePoint Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

The number of shares of Common Stock issued immediately following the consummation of the

Common stock of Switchback, outstanding prior to Merger

Less redemption of Switchback shares

Less surrender of Switchback Founder Shares

Common stock of Switchback

Shares issued in PIPE

Merger and PIPE financing shares (1)

Legacy ChargePoint shares (2)

Total shares of common stock immediately after Merger

The Merger is accounted for as a reverse recapitalization under U.S.

This determination is primarily

based on Legacy ChargePoint stockholders comprising a relative majority of the voting power of ChargePoint and having the ability to nominate the members of the Board, Legacy ChargePoints operations prior to the acquisition comprising the only

ongoing operations of ChargePoint, and Legacy ChargePoints senior management comprising a majority of the senior management of ChargePoint.

Under this method of accounting, Switchback is treated as the acquired company for

financial reporting purposes.

Accordingly, for accounting purposes, the financial statements of ChargePoint represent a continuation of the financial statements of Legacy ChargePoint with the Merger being treated as the equivalent of ChargePoint

issuing stock for the net assets of Switchback, accompanied by a recapitalization.

The net assets of Switchback are stated at historical costs, with no goodwill or other intangible assets recorded.

Operations prior to the Merger are presented as

those of ChargePoint.

All periods prior to the Merger have been retrospectively adjusted using the Exchange Ratio for the equivalent number of shares outstanding immediately after the Merger to effect the reverse recapitalization.

Additionally, upon

the consummation of the Merger, the Company gave effect to the issuance of 60,746,989 shares of Common Stock for the previously issued Switchback common stock and PIPE Shares that were outstanding at the Closing Date.

In connection with the Merger, the Company raised $511.6 million of proceeds including the contribution of $286.6 million of cash

held in Switchbacks trust account from its initial public offering, net of redemptions of Switchback public stockholders of $0.3 million, and $225 million of cash in connection with the PIPE financing.

The Company incurred

$36.5 million of transaction costs, consisting of banking, legal, and other professional fees, of which $29.5 million was recorded as a reduction to additional paid-in capital of proceeds and the remaining $7.0 million was expensed in

the condensed consolidated statements of operations.

This includes 900,000 contingently forfeitable Founder Earn Back Shares pending the occurrence of the Founder

Earn Back Triggering Event.

The number of Legacy ChargePoint shares was determined from the 217,761,738 shares of Legacy

ChargePoint common stock outstanding immediately prior to the closing of the Merger converted at the exchange ratio of 0.9966.

All fractional shares were rounded.

ChargePoint Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

Fair Value Measurements

following tables present information about the Company’s financial assets that are measured at fair value on a recurring

basis as of September 30, 2020 and December 31, 2019 and indicate the fair value hierarchy of the valuation techniques that the

Company utilized to determine such fair value.

Quoted Prices in Active

Significant Other Observable

Significant Other Unobservable

Investments held in Trust Account

The Companys assets and liabilities that were measured at fair value on a recurring basis were as follows:

Fair Value Measured as of April 30, 2021

(in thousands)

Money market funds

$ 316,984,659

Quoted Prices in Active Markets

Significant Other Observable Inputs

Significant Other Unobservable Inputs

Investments held in Trust Account

Total financial assets

Common stock warrant liabilities (Public)

Common stock warrant liabilities (Private Placement)

Total financial liabilities

Fair Value Measured as of January 31, 2021

(in thousands)

Money market funds

$ 316,398,889

to/from Levels 1, 2, and 3 are recognized at the end of the reporting periods.

There were no transfers between levels of

the hierarchy for the three and nine months ended September 30, 2020.

Subsequent Events

connection with the Proposed Transactions, on October 19, 2020, the Company filed a registration statement on Form S-4 (the “Registration

Statement”) with the SEC, which includes a preliminary proxy statement/prospectus of the Company and consent solicitation

statement of ChargePoint.

The Company also plans to file other documents with the SEC regarding the Proposed Transactions.

the Registration Statement has been cleared by the SEC, a definitive proxy statement/prospectus/consent solicitation statement

will be mailed to the stockholders of the Company and ChargePoint.

has evaluated subsequent events to determine if events or transactions occurring through the date the unaudited condensed consolidated

financial statements were available for issuance require potential adjustment to or disclosure in the unaudited condensed consolidated

financial statements and has concluded that all such events that would require recognition or disclosure have been recognized

or disclosed.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

to the “Company,”

“our,”

“us”

or “we”

refer to Switchback Energy Acquisition Corporation.

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction

with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this report.

information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and

uncertainties.

Note Regarding Forward-Looking Statements

Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of

the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act

of 1934, as amended (the “Exchange Act”).

We have based these forward-looking statements on our current expectations

and projections about future events.

These forward-looking statements are subject to known and unknown risks, uncertainties and

assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different

from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such as “may,”

“should,”

“could,”

“would,”

“expect,”

“plan,”

“anticipate,”

“believe,”

“estimate,”

“continue,”

or the negative of such terms or other similar expressions.

Such statements include, but are not limited

to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than

statements of historical fact included in this Form 10-Q.

Factors that might cause or contribute

to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”)

are a blank check company incorporated in Delaware on May 10, 2019 for the purpose of effecting a merger, capital stock exchange,

asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Although we are

not limited to a particular industry or sector for purposes of consummating our initial business combination, we intend to focus

our search for a target business in the energy industry in North America.

Our sponsor is NGP Switchback, LLC, a Delaware limited

liability company (our “Sponsor”).

Registration Statement for our initial public offering (the “Public Offering”) was declared effective on July 25,

On July 30, 2019, we consummated the Public Offering of 30,000,000 units (the “Units”

and, with respect to the

shares of Class A common stock included in the Units, the “Public Shares”) at $10.00 per Unit, generating gross proceeds

of $300.0 million, and incurring offering costs of approximately $17.0 million, inclusive of $10.43 million in deferred underwriting

Certain of our officers and directors purchased 200,000 (the “Affiliated Units”) of the 30,000,000 Units

sold in the Public Offering for an aggregate purchase price of $2.0 million.

The underwriters were granted a 45-day option from

the date of the final prospectus relating to the Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments,

if any, at $10.00 per Unit, less underwriting discounts and commissions.

On September 4, 2019, the underwriters partially exercised

the over-allotment option and, on September 6, 2019, the underwriters purchased an additional 1,411,763 units (the “Over-allotment

Units”), generating gross proceeds of approximately $14.1 million.

The remaining over-allotment option subsequently expired.

Simultaneously

with the closing of the Public Offering, we consummated the sale (the “Private Placement”) of 5,333,333 warrants (each,

a “Private Placement Warrant”

and collectively, the “Private Placement Warrants”) at a price of $1.50

per Private Placement Warrant in a private placement to our Sponsor, generating gross proceeds of approximately $8.0 million.

Simultaneously with the closing of the sale of the Over-allotment Units, our Sponsor purchased an additional 188,235 Private Placement

Warrants at a price of $1.50 per Private Placement Warrant, generating gross proceeds of approximately $282,000.

Approximately

$314.1 million ($10.00 per Unit) of the net proceeds of the Public Offering (including the Over-allotment Units) and certain of

the proceeds of the Private Placement was placed in a trust account (“Trust Account”) located in the United States

with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S.

“government securities,”

within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company

Act”), with a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2),

(d)(3) and (d)(4) of Rule 2a-7 under the Investment Company Act, which invest only in direct U.S.

government treasury obligations,

as determined by the Company, until the earlier of:

(i) the completion of our initial business combination and (ii) the distribution

of the Trust Account as described below.

If we are unable to complete an initial business combination within 24 months from the

closing of the Public Offering, or July 30, 2021, we will (i) cease all operations except for the purpose of winding up, (ii)

as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held

in the Trust Account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest

to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish

public stockholders’

rights as stockholders (including the right to receive further liquidating distributions, if any),

subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of

our remaining stockholders and its board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware

law to provide for claims of creditors and the requirements of other applicable law.

of Operations

only activities from inception through September 30, 2020 related to our formation and the Public Offering, and, since the closing

of the Public Offering, the search for a prospective initial business combination.

We expect to incur increased expenses as a

result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as costs in the

pursuit of our acquisition plans.

the three months ended September 30, 2020, we had a net loss of approximately $793,000, which consisted of approximately $25,000

of gain on marketable securities, dividends and interest held in Trust Account, offset by approximately $763,000 in general and

administrative expenses, $50,000 in franchise tax expense, and approximately $5,000 in income tax expense.

the three months ended September 30, 2019, we had net income of approximately $195,000, which consisted of approximately $1.0

million of gain on marketable securities, dividends and interest held in Trust Account, offset by approximately $535,000 in general

and administrative expenses, $78,000 in franchise tax expense, and approximately $194,000 in income tax expense.

the nine months ended September 30, 2020, we had a net loss of approximately $451,000, which consisted of approximately $1.2 million

of gain on marketable securities, dividends and interest held in Trust Account, offset by approximately $1.2 million in general

and administrative expenses, $150,000 in franchise tax expense, and approximately $242,000 in income tax expense.

the period from May 10, 2019 (inception) through September 30, 2019, we had net income of approximately $138,000, which consisted

of approximately $1.0 million of gain on marketable securities, dividends and interest held in Trust Account, offset by approximately

$590,000 in general and administrative expenses, $78,000 in franchise tax expense, and approximately $194,000 in income tax expense.

Business Combination

September 23, 2020, we entered into the business combination agreement and plan of reorganization (the “Business Combination

Agreement”) with Lightning Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger

Sub”), and ChargePoint, Inc., a Delaware corporation (“ChargePoint”).

Pursuant to the Business Combination Agreement,

among other things, Merger Sub will be merged with and into ChargePoint (the “Merger,”

together with the other transactions

related thereto, the “Proposed Transactions”), with ChargePoint surviving the Merger as a wholly owned subsidiary

of the Company.

For more information regarding the Proposed Transactions, please refer to Note 1 to the financial statements included

in Item 1 of this Quarterly Report on Form 10-Q.

Concern Consideration

unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern,

which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.

As of September 30, 2020, we had approximately $11,000 in our operating bank account, approximately $2.9 million of gain

on marketable securities, dividends and interest held in Trust Account available to fund a business combination (less up to $100,000

of interest to pay dissolution expenses and net of taxes payable), and a working capital deficit of approximately $1.0 million

(including approximately $391,000 in tax obligations, which will be paid using investment income held in Trust Account).

in order to finance transaction costs in connection with a business combination, our Sponsor or an affiliate of our Sponsor, or

certain of our officers and directors may, but are not obligated to, loan us funds as may be required (“Working Capital Loans”).

As of September 30, 2020, there were no amounts outstanding under any Working Capital Loan .

liquidity needs up to September 30, 2020 were satisfied through receipt of a $25,000

capital contribution from our Sponsor in exchange for the issuance of shares of our Class B common stock to our Sponsor (the “Founder

Shares”), approximately $251,000 in loans from our Sponsor (which was fully repaid on August 12, 2019), and the net proceeds

from the consummation of the Private Placement not held in the Trust Account.

has determined that the Company has access to funds from our Sponsor that are sufficient to fund our working capital needs until

the consummation of an initial business combination or for a minimum of one year from the date of issuance of the unaudited condensed

consolidated financial statements.

However, in connection with our assessment of going concern considerations in accordance with

Financial Accounting Standards Board Accounting Standards Update 2014-15, “Disclosure of Uncertainties about an Entity’s

Ability to Continue as a Going Concern,”

management has determined that the Company’s mandatory liquidation and subsequent

dissolution raise substantial doubt about the Company’s ability to continue as a going concern.

No adjustments have been

made to the carrying amounts of assets or liabilities should the Company be required to liquidate and dissolve after July 30,

holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans,

if any, and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that

may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares will be entitled to registration

rights pursuant to a registration rights agreement.

These holders will be entitled to certain demand and “piggyback”

registration rights.

However, the registration rights agreement provides that we will not permit any registration statement filed

under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered.

We will bear the expenses incurred in connection with the filing of any such registration statements.

for the Affiliated Units, the underwriters were entitled to an underwriting discount of $0.20 per unit, or $5.96 million

in the aggregate, paid upon closing of the Public Offering.

An additional fee of approximately

$282,000 in the aggregate was due in connection with the closing of the sale of the Over-allotment Units.

addition, $0.35 per unit (but not including the Affiliated Units), or approximately $10.92 million in the aggregate will

be payable to the underwriters for deferred underwriting commissions.

The deferred fee will become payable to the underwriters

from the amounts held in the Trust Account solely in the event that we complete a business combination, subject to the terms of

the underwriting agreement.

Administrative

Services Agreement

on the date that our securities were first listed on the New York Stock Exchange and continuing until the earlier of our consummation

of an initial business combination or our liquidation, we have agreed to pay our Sponsor a total of $10,000 per month for office

space, utilities, secretarial support and administrative services.

We recorded an aggregate of $30,000 and $90,000 for the three

and nine months ended September 30, 2020, respectively, in general and administrative expenses in connection with the related

agreement in the accompanying condensed consolidated statements of operations.

We recorded an aggregate of $20,000 during

the three months ended September 30, 2019 and for the period from May 10, 2019 (inception) through September 30, 2019 in general

and administrative expenses in connection with the related agreement in the accompanying unaudited condensed consolidated statements

of operations.

As of September 30, 2020, we recorded an aggregate

of approximately $46,000 in related party accrued expenses.

Accounting Policies

of Class A Common Stock Subject to Possible Redemption

of our Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at

Conditionally redeemable shares of our Class A common stock (including shares of our Class A common stock that feature

redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events

not solely within our control) are classified as temporary equity.

At all other times, shares of our Class A common stock are classified

as stockholders’

Shares of our Class A common stock feature certain redemption rights that are considered to be outside

of our control and subject to the occurrence of uncertain future events.

Accordingly, as of September 30, 2020 and December 31,

2019, 30,002,915 and 30,047,981 shares of our Class A common stock subject to possible redemption, respectively, are presented

as temporary equity, outside of the stockholders’

equity section of the Company’s condensed consolidated balance sheets.

Income (Loss) Per Share of Common Stock

income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding

during the periods.

We have not considered the effect of the warrants sold in the Public Offering (including the consummation

of the over-allotment) and Private Placement to purchase an aggregate of 15,992,155 shares of our Class A common stock in the

calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method.

unaudited condensed consolidated statements of operations include a presentation of income per share for common stock subject to

redemption in a manner similar to the two-class method of income per share.

Net income per share, basic and diluted for our Class

A common stock for the three months ended September 30, 2020 is calculated by dividing (i) the gain on marketable securities, dividends

and interest held in Trust Account of approximately $25,000, net of applicable taxes and funds available to be withdrawn from the

Trust Account for franchise and income tax obligations of approximately $25,000, resulting in net income of $0, by (ii) the weighted

average number of shares of our Class A common stock outstanding for the period of 31,411,763 shares.

Total financial assets

Redeemable convertible preferred stock warrant liability

Total financial liabilities

The money market funds were classified as cash and cash equivalents on the condensed consolidated balance

The aggregate fair value of the Companys money market funds approximated amortized cost and, as such, there were no unrealized gains or losses on money market funds as of April 30, 2021 and January 31, 2021.

Realized gains

and losses, net of tax, were not material for any of the periods presented.

As of April 30, 2021 and January 31, 2021, the

Company had no investments with a contractual maturity of greater than one year.

ChargePoint Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

The following table presents a summary of the changes in the fair value of the Companys

Level 3 financial instruments:

preferred stock

warrant liability

Private placement

warrant liability

Earnout liability

(in thousands)

Fair value as of January 31, 2021

Private placement warrant liability acquired as part of the merger

Contingent earnout liability recognized upon the closing of the reverse recapitalization

Change in fair value included in other income (expense), net

Reclassification of option warrants to stockholders equity (deficit) due to

Reclassification of Legacy ChargePoint preferred stock warrant liability upon the reverse

capitalization

Issuance of earnout shares upon triggering events

Reclassification of remaining contingent earnout liability upon triggering event

Fair value as of April 30, 2021

The fair value of the private placement warrant liability, redeemable convertible preferred stock warrant

liability and earnout liability are based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy.

In determining the fair value of the private placement warrant liability, the Company used the

Binomial-Lattice Model (BLM) model that assumes optimal exercise of the Companys redemption option at the earliest possible date (Note 9).

In determining the fair value of the redeemable convertible preferred stock warrant

liability, the Company used the Black-Scholes option pricing model to estimate the fair value using unobservable inputs including the expected term, expected volatility, risk-free interest rate and dividend yield (see Note 9).

In determining the

fair value of the earnout liability, the Company used the Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the Earnout Period using the most reliable information available (see Note 9).

Composition of Certain Financial Statement Items

Inventories consisted of the

(in thousands)

Raw materials

Work-in-progress

Finished goods

Total Inventories

ChargePoint Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

Property and equipment, net

Property and equipment, net consisted of the following:

(in thousands)

Furniture and fixtures

Computers and software

Machinery and equipment

Leasehold improvements

Owned and operated systems

Construction in progress

Accumulated depreciation

Total Property and Equipment, Net

Depreciation expense for the three months ended April 30, 2021 and 2020 was $2.7 million and

$2.3 million, respectively.

Accrued and other current liabilities

Accrued and other current liabilities consisted of the following:

(in thousands)

Accrued expenses

Refundable customer deposits

Taxes payable

Payroll and related expenses

Warranty accruals

Operating lease liabilities, current

Other liabilities

Total Accrued and Other Current Liabilities

ChargePoint Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

Revenue consisted of the following:

Three Months Ended April 30,

(in thousands)

United States

Rest of World

Total revenue

In July 2018, the Company entered into a term loan facility with certain lenders (2018 Loan) with a borrowing capacity of

$45.0 million to finance working capital and repay all outstanding amounts owed under the previous loans, of which $10.0 million expired unused in June 2019.

The Company borrowed $35.0 million, with issuance costs of $1.1 million

and net proceeds of $33.9 million.

The 2018 Loan was secured by substantially all of the Companys assets, contained customary affirmative and negative covenants, and required the Company to maintain minimum cash balances and attain

certain customer billing targets.

The 2018 Loan had a five-year maturity and interest was calculated at LIBOR plus 6.55%.

The 2018 Loan agreement was amended on March 20, 2019 to extend the interest only monthly payments through June 30,

2021 to be followed by equal monthly payments of principal and interest.

As of January 31, 2021, the Company was in compliance with all financial and non-financial debt covenants.

Transaction costs upon entering into the 2018 Loan were recorded as debt discount and were amortized over the term of the 2018 Loan.

Total interest expense incurred during the three months ended April 30, 2021 and 2020 was $1.5 million and $0.8 million,

respectively.

There was no accrued interest as of April 30, 2021 and January 31, 2021.

In March 2021, the Company repaid the

entire loan balance of $35.0 million plus accrued interest and prepayment fees of $1.2 million.

Commitments and Contingencies

Purchase Commitments

Open purchase

commitments are for the purchase of goods and services related to, but not limited to, manufacturing, facilities, and professional services under non-cancellable contracts.

As of April 30, 2021, the

Company had open purchase commitments for goods and services of $100.5 million, all of which are expected to be received by January 31, 2024.

Legal Proceedings

The Company may be

involved in various lawsuits, claims, and proceedings, including intellectual property, commercial, securities, and employment matters that arise in the normal course of business.

The Company accrues a liability when management believes information

available prior to the issuance of the condensed consolidated financial statements indicates it is probable a loss has been incurred as of the date of the condensed consolidated financial statements and the amount of loss can be reasonably

The Company adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case.

Legal costs are expensed as incurred.

ChargePoint Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

The Company believes it has recorded adequate provisions for any such lawsuits, claims, and

proceedings and, as of April 30, 2021, it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized in the condensed consolidated financial statements.

Based on its experience, the Company believes

that damage amounts claimed in these matters are not meaningful indicators of potential liability.

Given the inherent uncertainties of litigation, the ultimate outcome of the ongoing matters described herein cannot be predicted with certainty.

litigation is inherently unpredictable, the Company believes it has valid defenses with respect to the legal matters pending against it.

Nevertheless, the condensed consolidated financial statements could be materially adversely affected in a

particular period by the resolution of one or more of these contingencies.

Liabilities established to provide for contingencies are adjusted as further information develops, circumstances change, or contingencies are resolved;

and such changes are

recorded in the accompanying condensed consolidated statements of operations during the period of the change and reflected in accrued and other current liabilities on the accompanying condensed consolidated balance sheets.

Guarantees and Indemnifications

Company has service level commitments to its customers warranting certain levels of uptime reliability and performance and permitting those customers to receive credits in the event that the Company fails to meet those levels.

To date, the Company

has not incurred any material costs as a result of such commitments.

The Companys arrangements generally include certain provisions

for indemnifying customers against liabilities if its products or services infringe a third-partys intellectual property rights.

Additionally, the Company may be required to indemnify for claims caused by its negligence or willful misconduct.

It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement.

the Company has not incurred any material costs as a result of such obligations and has not accrued any liabilities related to such obligations in the condensed consolidated financial statements.

ChargePoint Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

The Company has also agreed to indemnify its directors and executive officers for costs

associated with any fees, expenses, judgments, fines, and settlement amounts incurred by them in any action or proceeding to which any of them are, or are threatened to be, made a party by reason of their service as a director or officer.

Company maintains director and officer insurance coverage that would generally enable it to recover a portion of any future amounts paid.

The Company also may be subject to indemnification obligations by law with respect to the actions of its

employees under certain circumstances and in certain jurisdictions.

The Company leases its office facilities under non-cancellable operating leases with various lease

The Company also leases certain office equipment under operating lease agreements.

The Companys future payments under the non-cancellable operating lease are as follows:

Years Ending January 31,

(in thousands)

2022 (remaining nine months)

Total undiscounted operating lease payments

imputed interest

Total operating lease liabilities

current portion of operating lease liabilities

Operating lease liabilities, noncurrent

On February 26, 2021, the Merger was consummated and the Company issued 60,746,989 shares for an aggregate purchase price of

$200.5 million, net of issuance costs of $29.4 million.

Immediately following the Merger, there were 277,768,357 shares of Common Stock outstanding with a par value of $0.0001.

The holder of each share of Common Stock is entitled

The Company has retroactively adjusted the shares issued and outstanding prior to February 26, 2021 to give

effect to the exchange ratio established in the Merger Agreement to determine the number of shares of Common Stock into which they were converted.

Immediately prior to the Merger, 484,951,532 shares were authorized to issue at

$0.0001 par value, with 299,771,284 shares designated as Common Stock and 185,180,248 shares of redeemable convertible preferred stock.

ChargePoint Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

Common Stock Reserved for Future Issuance

Shares of Common Stock reserved for future issuance, on an as-if converted basis, were as follows:

Common stock reserved for Earnout

Stock options issued and outstanding

Common stock warrants outstanding

Shares available for grant under 2021 Equity Incentive Plan

Shares available for grant under 2021 ESPP

Total shares of common stock reserved

On February 26, 2021, upon the closing of the Merger (Note 3), all of the outstanding redeemable

convertible preferred stock was converted to Common Stock pursuant to the conversion rate effective immediately prior to the Merger and the remaining amount was reclassified to additional paid-in capital.

Stock Warrants and Earnouts

Convertible Preferred Stock Warrants

Warrants to purchase a total of 2,358,528 shares of Series B, D and E redeemable convertible

preferred stock were initially recognized as a liability recorded at fair value upon issuance and were subject to remeasurement to fair value at each balance sheet date.

As part of the Merger, Legacy ChargePoint redeemable convertible preferred

stock was converted into Legacy ChargePoint common stock pursuant to the conversion rate effective immediately prior to the Merger while all related Legacy preferred stock warrants were converted into warrants exercisable for shares of Common Stock

with terms consistent with the Legacy preferred stock warrants except for the number of shares exercisable therefor and the exercise price, each of which was adjusted using the Exchange Ratio.

At that time, the ChargePoint redeemable convertible

preferred stock warrant liability was remeasured and reclassified to Legacy ChargePoint additional paid-in capital.

The liability associated with these warrants was subject to remeasurement at each balance sheet date using the Level 3 fair value inputs.

See Note 4 for further details.

The Level 3 fair value inputs used in the recurring valuation of the redeemable convertible

preferred stock warrant liability were as follows:

(Merger Date)

Expected volatility

Risk-free interest rate

Dividend rate

Expected term (years)

ChargePoint Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

Common Stock Warrants

In addition to the warrants to purchase 2,358,528 shares of Legacy ChargePoint preferred stock described above, Legacy ChargePoint had

outstanding warrants to purchase 36,402,503 shares of Legacy ChargePoint common stock, which now represent warrants to purchase Common Stock.

Private Placement Warrants

Private Placement Warrants were initially recognized as a liability on February 26, 2021, at a fair value of $127.9 million and the Private Placement Warrant liability was remeasured to fair value as of any respective exercise dates and as of

April 30, 2021, resulting in a gain of $45.4 million for the three months ended April 30, 2021, classified within change in fair value of warrant liabilities in the condensed consolidated statements of operations.

The Private Placement Warrants were valued using the following assumptions under the Binomial-Lattice Model (BLM) that assumes

optimal exercise of the Companys redemption option at the earliest possible date:

Market price of public stock

Exercise price

Expected term (years)

Risk-free interest rate

Dividend rate

Public Warrants

The Public Warrants may only be exercised for a whole number of shares.

The Public Warrants became exercisable 30 days after the completion of

The Public Warrants were initially recognized as a liability on February 26, 2021 at a fair value of $153.7 million and

the public warrant liability was remeasured to fair value based upon the market price as warrants were exercised and as of April 30, 2021, resulting in a loss of $1.6 million for the three months ended April 30, 2021, classified

within change in fair value of warrant liabilities in the condensed consolidated statements of operations.

During the three months ended

April 30, 2021, net proceeds for exercised Public Warrants were $73.3 million.

ChargePoint Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

Activity of warrants is set forth below:

Legacy Common

and Preferred Stock

Outstanding as of January 31, 2021

Common Stock Warrants as Part of the Merger

Warrants Exercised

Outstanding as of April 30, 2021

The shares (and the warrants exercise prices) subject to the Companys Legacy common and preferred

stock warrants were restated to reflect the exchange ratio of approximately 0.9966 established in the Merger Agreement as discussed in Note 3.

Contingent Earnout Liability

During the five year period starting at the closing of the Merger (Earnout Period), eligible former equity holders of Legacy

ChargePoint may receive up to 27,000,000 additional shares of Common Stock (Earnout Shares) in the aggregate in three equal tranches if certain Earnout Triggering Events (as described in the Merger Agreement) are fully satisfied.

Earnout Triggering Event means the date on which the closing volume weighted-average price (VWAP) per share of common stock quoted on the NYSE (or the exchange on which the shares of common stock are then listed) is greater

or equal to $15.00, $20.00 and $30.00 for any ten trading days within any 20 consecutive trading day period within the Earnout Period.

Upon the closing of the Merger, the contingent obligation to issue Earnout Shares was accounted for as a liability because the Earnout

Triggering Events that determine the number of Earnout Shares required to be issued include events that are not solely indexed to the common stock of ChargePoint.

The estimated fair value of the total Earnout Shares at the closing of the Merger on

February 26, 2021, was $828.2 million based on a Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the Earnout Period using the most reliable information available.

Assumptions used

in the valuation are described below.

Current stock price

Expected volatility

Risk-free interest rate

Dividend rate

Expected term (years)

The first two Earnout Triggering Events for up to 18,000,000 of the Earnout Shares occurred on March 12,

2021, and, after the withholding of some of these Earnout Shares for tax withholding, 17,539,657 Earnout Shares were issued on March 19, 2021, and the estimated fair value of the earnout liability was remeasured to $743.7 million,

including (i) $501.1 million related to the Earnout Shares issuable upon the occurrence of the Earnout Triggering Event associated with the $15.00 and $20.00 VWAP per share thresholds based on the Common Stock price as of March 12, 2021,

and (ii) $242.6 million related to the estimated fair value of earnout liability related to the remaining 9,000,000 Earnout Shares issuable upon the occurrence of the Earnout Triggering Event associated with the $30.00 VWAP per share threshold

based on a Monte Carlo simulation valuation model as of March 12, 2021, as described above.

The change in fair value resulted in a gain of $84.4 million recognized in the condensed consolidated statement of operations for the three months

ended April 30, 2021.

Upon settlement of the first two tranches, the classification of the remaining 9,000,000 Earnout Shares of the third tranche was changed to equity on March 12, 2021, because the Earnout Shares became an instrument

contingently issuable upon the occurrence of the Earnout Triggering Event into a fixed number of Common Shares that is not based on an observable market price or index other than the Companys own stock price.

Equity Plans and Stock-based Compensation

On February 25, 2021, the stockholders of the Company approved the 2021 Equity Incentive Plan (2021 EIP) and the 2021 Employee

Stock Purchase Plan (2021 ESPP).

As of April 30, 2021, 41,429,526 and 8,177,683 shares of Common Stock were available under the 2021 EIP and 2021 ESPP, respectively.

On the first day of each March, beginning on March 1, 2021 and

continuing through March 1, 2030, the 2021 EIP reserve will automatically increase by a number of shares equal to the lesser of (a) 5% of the total number of shares actually issued and outstanding on the last day of the preceding month and

(b) a number determined by our Board of Directors.

Further, on the first day of each March during the term of the 2021 ESPP, commencing on March 1, 2021 and ending on (and including) March 1, 2040, the aggregate number of shares of

stock that may be issued under the 2021 ESPP shall automatically increase by a number equal to the lesser of (i) one percent (1%) of the total number of shares of stock issued and outstanding on the last day of the preceding month, (ii)

5,400,000 shares of stock (subject to standard anti-dilution adjustments), or (iii) a number of shares of stock determined by the Board.

ChargePoint Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

Under the 2021 EIP, the Company can grant stock options, stock appreciation rights,

restricted stock, restricted stock units and certain other awards which are settled in the form of common shares issued under this 2021 EIP.

Under the 2021 ESPP, the Company can grant stock options to purchase shares of Common Stock at a purchase

price which shall not be less either than 85% of the fair market value of such share on the first trading day of an offering period or 85% of the fair market value of such share on the purchase date.

No further awards will be granted under Legacy ChargePoints 2017 Stock Plan (2017 Plan) and 24,259,238 shares of Common

Stock remain reserved for outstanding awards issued under the 2017 Plan at the time of adoption of the 2021 EIP and the 2021 ESPP.

Additionally, no other awards can be granted under Legacy ChargePoints 2007 Stock Incentive Plan (2007

Plan) and 5,143,849 shares of Common Stock remained reserved for outstanding awards issued under the 2007 Plan at the time of the adoption of the 2021 EIP and the 2021 ESPP.

Activity under the Companys equity plans is set forth below:

Exercise Price

term (in years)

Intrinsic Value

(in thousands)

Outstanding as of January 31, 2021

Outstanding as of April 30, 2021

Options vested and expected to vest as of April 30, 2021

Exercisable as of April 30, 2021

Activity for exercised awards includes early exercises of stock options such that these awards are not

considered outstanding stock options upon exercise.

The options outstanding as of April 30, 2021, also includes the June 2020 grant

of a stock option to purchase a total of 1.5 million shares of Common Stock subject to both service and performance-based vesting conditions to the Chief Executive Officer under the 2017 Plan (CEO Awards).

No stock-based

compensation expense had been recorded as the CEO awards were improbable of vesting before and after two modifications in each of September 2020 and December 2020, because the performance-based vesting condition was contingent upon the closing of

Accordingly, the Company commenced recognition of stock-based compensation expense for such CEO Awards following the Merger in February 2021.

As of April 30, 2021, the total unrecognized compensation expense related to these

unvested CEO Awards was $38.8 million.

Total stock-based compensation expense for stock awards recognized during the three

months ended April 30, 2021 and 2020 was $7.6 million and $0.9 million, respectively.

As of April 30, 2021, total unrecognized stock-based compensation cost related to stock awards was $45.0 million and is expected to

be recognized over a weighted-average period of 2.1 years.

The following sets forth the total stock-based compensation expense

for the Companys stock options (including the CEO Awards) and restricted common stock included in the Companys condensed consolidated statements of operations:

Three Months Ended

(in thousands)

Cost of revenue

Research and development

Sales and marketing

General and administrative

Total stock-based compensation expense

ChargePoint Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

The income tax provision for interim periods is determined using an estimate of the Companys annual effective tax rate as adjusted for

discrete items arising in that quarter.

The effective income tax rate was nil for the three months ended April 30, 2021 and 2020.

The effective tax rate differs from the U.S.

statutory rate primarily due to the full valuation allowances on

the Companys net domestic deferred tax assets as it is more likely than not that all of the deferred tax assets will not be realized.

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (CARES Act) was enacted and signed into law in the

United States.

The CARES Act includes measures to assist companies, including temporary changes to income and non-income-based tax laws.

The Company did not receive a stimulus payment related to the

Related Party Transactions

Daimler AG and its affiliated entities (Daimler) are investors in the Company and one of its employees is a member of the

Companys Board of Directors.

The following revenue transactions took place between the Company and Daimler during the three months ended April 30, 2021 and 2020:

Three Months Ended

(in thousands)

Revenue from related parties

Related party accounts receivable as of April 30, 2021 and January 31, 2021 from Daimler was

$1.7 million and $1.2 million, respectively.

ChargePoint Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

Basic and Diluted Net Loss per Share

The following table sets forth the computation of the Companys basic and diluted net loss per share attributable to common stockholders for the three

months ended April 30, 2021 and 2020:

Three Months Ended

(in thousands, except share and per

Net income (loss)

Cumulative dividends on redeemable convertible preferred stock

Deemed dividends attributable to vested option holders

Deemed dividends attributable to common stock warrant holders

Net loss attributable to common stockholders - Basic

Gain attributable to earnout shares issued

Change in fair value of dilutive warrants

Net loss attributable to common stockholders - Diluted

Weighted average common shares outstanding

Weighted-average unvested restricted shares and shares subject to repurchase

Weighted average shares outstanding - Basic

Earnout Shares under the treasury stock method

Public and Private Placement Warrants under the treasury stock method

Weighted average shares outstanding - Diluted

Net loss per share - Basic

and diluted for our Class B common stock for the three months ended September 30, 2020 is calculated by dividing (i) the net loss

of approximately $793,000, less income attributable to Public Shares of $0, resulting in a net loss of approximately $793,000,

by (ii) the weighted average number of shares of our Class B common stock outstanding for the period of 7,852,941 shares.

income per share, basic and diluted for our Class A common stock for the three months ended September 30, 2019 is calculated by

dividing (i) the gain on marketable securities, dividends and interest held in Trust Account of approximately $1.0 million, net

of applicable taxes and funds available to be withdrawn from the Trust Account for franchise and income tax obligations of approximately

$272,000, resulting in an aggregate of approximately $730,000, by (ii) the weighted average number of shares of our Class A common

stock outstanding for the period of 30,627,450 shares.

Net loss per share, basic and diluted for our Class B common stock for

the three months ended September 30, 2019 is calculated by dividing (i) the net income of approximately $195,000, less income

attributable to Public Shares of approximately $730,000, resulting in a net loss of approximately $535,000, by (ii) the weighted

average number of shares of our Class B common stock outstanding for the period of 7,852,941 shares.

income per share, basic and diluted for our Class A common stock for the nine months ended September 30, 2020 is calculated by

dividing (i) the gain on marketable securities, dividends and interest held in Trust Account of approximately $1.2 million, net

of applicable taxes and funds available to be withdrawn from the Trust Account for franchise and income tax obligations of approximately

$392,000, resulting in an aggregate of approximately $761,000, by (ii) the weighted average number of shares of our Class A common

stock outstanding for the period of 31,411,763 shares.

Net loss per share, basic and diluted for our Class B common stock for the

nine months ended September 30, 2020 is calculated by dividing (i) the net loss of approximately $451,000, less income attributable

to Public Shares of approximately $761,000, resulting in a net loss of approximately $1.2 million, by (ii) the weighted average

number of shares of our Class B common stock outstanding for the period of 7,852,941 shares.

income per share, basic and diluted for our Class A common stock for the period from May 10, 2019 (inception) through September

30, 2019 is calculated by dividing (i) the gain on marketable securities, dividends and interest held in Trust Account of approximately

$1.0 million, net of applicable taxes and funds available to be withdrawn from the Trust Account for franchise and income tax

obligations of approximately $272,000, resulting in an aggregate of approximately $730,000, by (ii) the weighted average number

of shares of our Class A common stock outstanding for the period of 30,627,450 shares.

Net loss per share, basic and diluted for

our Class B common stock for the period from May 10, 2019 (inception) through September 30, 2019 is calculated by dividing (i)

the net income of approximately $138,000, less income attributable to Public Shares of approximately $730,000, resulting in a

net loss of approximately $591,000, by (ii) the weighted average number of shares of our Class B common stock outstanding for

the period of 7,852,941 shares.

Accounting Pronouncements

do not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a

material impact on our financial statements.

Net loss per share - Diluted

As a result of the Merger, the Company has retroactively adjusted the weighted-average number of shares of

Common Stock outstanding prior to February 26, 2021 (Closing Date) by multiplying them by the exchange ratio of 0.9966 used to determine the number of shares of Common Stock into which they converted.

The Common Stock issued as a

result of the redeemable convertible preferred stock conversion on the Closing Date was included in the basic net loss per share calculation on a prospective basis.

Redeemable convertible preferred stock and preferred stock warrants outstanding prior to the Merger Closing Date were excluded from the

diluted net loss per share calculation for the three-months period ended April 30, 2021, because including them would have had an antidilutive effect.

Additionally, the remaining 9,000,000 Earnout Shares for which the Earnout Triggering Event

has not occurred yet were excluded from the diluted net loss per share calculation for the three-months period ended April 30, 2021, because the Earnout Triggering Event was not met at the end of the reporting period.

ChargePoint Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

The potential shares of Common Stock that were excluded from the computation of diluted net

loss per share attributable to common stockholders for the periods presented because including them would have had an antidilutive effect were as follows:

April 30, 2021

Options to purchase common stock

Unvested early exercised common stock options

Common stock warrants

Total potentially dilutive common share equivalents

Subsequent Events

On June 4, 2021, the Company issued a notice of the redemption of all of its outstanding Public Warrants that remain outstanding on

July 6, 2021 for a redemption price of $0.01 per warrant.

The Private Placement Warrants that are still held by the initial holders thereof or their permitted transferees are not subject to the redemption.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

The following discussion of the results of operations and financial condition of

ChargePoint Holdings, Inc.

(ChargePoint or the Company) should be read in conjunction with ChargePoints condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report and the

audited consolidated financial statements for the year ended January 31, 2021 and the related notes included in the Companys Current Report on Form 8-K filed with the SEC on March 1, 2021 and as amended and filed with the SEC on April 1,

This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties.

ChargePoints actual results may differ materially from those anticipated in these

forward-looking statements as a result of various factors, including those set forth under Risk Factors in Part II, Item 1A of this report.

ChargePoint designs, develops

and markets networked electric vehicle (EV) charging system infrastructure and cloud-based services which enable consumers the ability to locate, reserve, authenticate and transact EV charging sessions (Cloud or

Cloud Services).

As part of ChargePoints networked charging systems, subscriptions and other offerings, it provides an open platform that integrates with system hardware from ChargePoint and other manufacturers, connecting systems

over an intelligent network that provides real-time information about charging sessions and full control, support and management of the networked charging systems.

This network provides multiple

web-based portals for charging system owners, fleet managers, drivers and utilities.

ChargePoint generates revenue primarily through the sale of networked charging systems, Cloud Services and extended parts and labor warranty

(Assure), which are typically paid for upfront.

Assure also includes proactive monitoring, fast response times, parts and labor warranty, expert advice and robust reporting.

The ChargePoint as a Service (CPaaS) program

combines the customers use of ChargePoints owned and operated systems with Cloud Services, Assure and other benefits available to subscribers into one subscription.

ChargePoint targets three key customer markets:

commercial, fleet and

Commercial customers have parking places largely within their workplaces.

Fleet includes municipal buses, delivery and work vehicles, port/airport/warehouse and other industrial applications, ridesharing services, and is expected to

eventually include, autonomous transportation.

Residential includes single family homes and multifamily residences.

ChargePoints inception in 2007, it has been engaged in developing and marketing its networked charging systems, subscriptions and other offerings, raising capital and recruiting personnel.

ChargePoint has incurred net operating losses and

negative cash flows from operations every year since its inception.

As of April 30, 2021, ChargePoint had an accumulated deficit of $597.1 million.

ChargePoint has funded its operations primarily from sales of its solutions, with proceeds

from the issuance of redeemable convertible preferred stock and common stock and borrowings under its loan facilities.

Recent Developments

Closing of Merger

On February 26,

2021 (Closing Date), Switchback Energy Acquisition Corporation (Switchback), consummated the previously announced merger with Switchback, Lightning Merger Sub Inc., a wholly owned subsidiary of Switchback incorporated in the

State of Delaware (Merger Sub) and ChargePoint, Inc.

(Legacy ChargePoint), with the Legacy ChargePoint surviving as the surviving company and as a wholly-owned subsidiary of Switchback.

On the Closing Date, and in connection

with the closing of the Merger (Closing), Switchback Energy Acquisition Corporation changed its name to ChargePoint Holdings, Inc.

Pursuant to the terms of the Merger Agreement, each stockholder of Legacy ChargePoint received 0.9966 shares of the Companys common

stock, par value $0.0001 per share (Common Stock) and the contingent right to receive certain Earnout Shares (as defined below), for each share of Legacy ChargePoint common stock, par value $0.0001 per share, owned by such Legacy

ChargePoint stockholder that was outstanding immediately prior to the Closing (other than any shares of Legacy ChargePoint restricted stock).

In addition, certain investors purchased an aggregate of 22,500,000 shares of Common Stock (such investors,

the PIPE Investors) concurrently with the Closing for an aggregate purchase price of $225,000,000.

Additionally, at the Closing, after giving effect to the forfeiture contemplated by the Founders Stock Letter (as defined below), each

outstanding share of the Companys Class B common stock, par value $0.0001 per share (Founder Shares), was converted into a share of Common Stock on a

one-for-one basis and the Founder Shares ceased to exist.

In addition, pursuant to the terms of the Merger Agreement, at the effective time of the

Merger (Effective Time), (1) warrants to purchase shares of capital stock of Legacy ChargePoint were converted into warrants to purchase an aggregate of 38,761,031 shares of Common Stock and the contingent right to receive certain

Earnout Shares, (2) options to purchase shares of common stock of Legacy ChargePoint were converted into options to purchase an aggregate of 30,135,695 shares of Common Stock and, with respect to vested options, the contingent right to receive

certain Earnout Shares and (3) unvested restricted shares of common stock of Legacy ChargePoint that were outstanding pursuant to the early exercise of Legacy ChargePoint options were converted into an aggregate of 345,689

restricted shares of ChargePoint (Restricted Shares).

Also at the Closing, NGP Switchback, LLC (Sponsor)

exercised its right to convert a portion of the working capital loans made by the Sponsor to Switchback into an additional 1,000,000 private placement warrants at a price of $1.50 per warrant in satisfaction of $1,500,000 principal amount of such

During the time period between the Closing and the five-year anniversary of the Closing Date, eligible former equity holders may

receive up to 27,000,000 additional shares of ChargePoints common stock (Earnout Shares) in the aggregate in three equal tranches if the volume-weighted average closing sale price of our Common Stock is greater than or equal to

$15.00, $20.00 and $30.00 for any 10 trading days within any 20 consecutive trading day period (Trigger Events).

On March 19, 2021, a total of approximately 18,000,000 shares of Common Stock were released to eligible former equity

holders of Legacy ChargePoint pursuant to the Earnout Shares provisions of the Merger Agreement, as the first two Trigger Events had been met.

The Trigger Events were met by virtue of the volume-weighted average closing sale price of Common Stock

having been greater than or equal to $15.00 and $20.00 for ten (10) trading days out of twenty (20) consecutive trading days following the closing of the Merger.

The holders of Legacy ChargePoint common stock (other than restricted stock),

warrants and vested options as of the closing of the Merger received their pro rata portion of the Earnout Shares.

These Earnout Shares are not subject to a lock-up agreement and may be sold publicly following

A third Trigger Event will be achieved and 9 million more shares will be released if the volume-weighted average closing sale price of the Common Stock is greater than or equal to $30.00 for ten (10) trading days within any twenty

(20) consecutive trading day period prior to February 26, 2026.

Key Factors Affecting Operating Results

ChargePoint believes its performance and future success depend on several factors that present significant opportunities for it but also pose

risks and challenges, including those discussed below.

Growth in EV Adoption

ChargePoints revenue growth is directly tied to the continued acceptance of passenger and commercial EVs sold, which it believes drives

the demand for charging infrastructure.

The market for EVs is still rapidly evolving and although demand for EVs has grown in recent years, there is no guarantee of such future demand.

Factors impacting the adoption of EVs include but are not

perceptions about EV features, quality, safety, performance and cost;

perceptions about the limited range over which EVs may be driven on a single battery charge;

volatility in the cost of oil and gasoline;

availability of services for

consumers perception about the convenience and cost of charging EVs;

and increases in fuel efficiency.

In addition, macroeconomic factors could impact demand for EVs, particularly since they can be more expensive than traditional

gasoline-powered vehicles when the automotive industry globally has been experiencing a recent decline in sales.

If the market for EVs does not develop as expected or if there is any slow-down or delay in overall EV adoption rates, this

would impact ChargePoints ability to increase its revenue or grow its business.

ChargePoint is currently a market leader in North America in the commercial Level 2 Alternating Current (AC) chargers.

ChargePoint also offers chargers for use at home or multifamily settings, and high-power Level 3 Direct Current (DC) Fast chargers for urban fast charging, corridor or long-trip charging and fleet applications.

intends to expand its market share over time in its product categories, leveraging the network effect of its products and Cloud Services software.

Existing competitors may expand their product offerings and sales strategies, and new competitors may

enter the market.

Furthermore, ChargePoints competition includes other types of alternative fuel vehicles and high fuel-economy gasoline powered vehicles.

If ChargePoints market share decreases due to increased competition, its

revenue and ability to generate profits in the future may be impacted.

Europe Expansion

ChargePoint operates in North America and selected countries in Europe.

Europe is expected to be a significant contributor to

ChargePoints revenue in future years.

ChargePoint plans to use a portion of the proceeds from the Merger to increase its sales and marketing activities in Europe.

ChargePoint is also positioned to grow its European business through existing

partnerships with car leasing companies.

In Europe ChargePoint primarily competes with smaller providers of EV charging station networks.

Many of these competitors have limited funding, which could cause poor experiences and have a negative impact

on overall EV adoption in Europe.

ChargePoints growth in Europe requires differentiating itself as compared to these existing competitors.

If ChargePoint is unable to continue penetrating the market in Europe, its future revenue growth and

profits may be impacted.

Fleet Expansion

ChargePoints future growth is highly dependent upon fleet applications.

Because fleet operators often make large purchases of EVs

volatility may be more pronounced, and any significant decline from these customers reduces ChargePoints potential for future growth.

of New Product Releases and Investments in Growth

As ChargePoint introduces new products, its gross margins may be temporarily

impacted by launch costs, until its supply chain achieves targeted cost reductions, such as the market introduction of its Level 3 DC Fast charger in fiscal year 2020.

In addition, ChargePoint may accelerate its operating expenditures where it

sees growth opportunities which may impact gross margin until upfront costs and inefficiencies are absorbed and normalized operations are achieved.

ChargePoint also continuously evaluates and may adjust its operating expenditures based on its launch

plans for its new products, as well as other factors including the pace and prioritization of current projects under development and the addition of new projects.

As ChargePoint attains higher revenue, it expects operating expenses as a percentage

of total revenue to decrease as it scales and focuses on increasing operational efficiency and process automation.

Government Mandates, Incentives

federal government, certain foreign governments and some state and local governments provide incentives to

end users and purchasers of EVs and EV charging stations in the form of rebates, tax credits and other financial incentives.

These governmental rebates, tax credits and other financial incentives significantly lower the effective price of EVs and EV

charging stations to customers.

However, these incentives may expire on specified dates, end when the allocated funding is no longer available, or be reduced or terminated as a matter of regulatory or legislative policy.

In particular, the credits

under Section 30C of the Code which benefit investments in EV charging stations may be reduced or become unavailable if not extended in future years.

Any reduction in rebates, tax credits or other financial incentives could reduce the demand

for EVs and for charging infrastructure, including infrastructure ChargePoint offers.

ChargePoint also derives Other revenue from fees received for transferring regulatory

credits earned for participating in low carbon fuel programs in approved states.

ChargePoint claims these regulatory credits only if they are not claimed by purchasers of its EV charging stations;

only a small percentage of its customers currently

elect to claim such credits.

If a material percentage of its customers were to claim these regulatory credits, ChargePoints revenue from this source could decline significantly, which could have an adverse effect on its revenue and overall

gross margin.

Recently, ChargePoint has derived a slight majority of its Other revenue from these regulatory credits, and ChargePoint expects revenue from this source as a percentage of Other and total revenue will decline over time.

availability of such credits depends on continued governmental support for these programs.

If these programs are modified, reduced or eliminated, ChargePoints ability to generate this revenue in the future would be adversely impacted.

Impact of COVID-19

In December 2019, COVID-19 was first reported to the World Health Organization (WHO),

and in January 2020, the WHO declared the outbreak to be a public health emergency.

In March 2020, the WHO characterized COVID-19 as a pandemic.

The impact of

COVID-19, including changes in consumer and business behavior, pandemic fears and market downturns, and restrictions on business and individual activities, has created significant volatility in the global

economy and led to reduced economic activity.

The spread of COVID-19 has also created a disruption in the manufacturing, delivery and overall supply chain of vehicle manufacturers and suppliers, and has

led to a decrease in EV sales in markets around the world.

As a result of the

COVID-19 pandemic, ChargePoint initially modified its business practices (including employee travel, recommending that all non-essential personnel work from

home and cancellation or reduction of physical participation in sales activities, meetings, events and conferences), implemented additional safety protocols for essential workers, implemented temporary cost cutting measures in order to reduce its

operating costs, some of which it recently reversed, and it may take further actions as may be required by government authorities or that it determines are in the best interests of its employees, customers, suppliers, vendors and business partners.

While the ultimate duration and extent of the COVID-19 pandemic depends on future

In particular, the conditions caused by this pandemic are likely to affect the rate of global infrastructure spending, such as work-from-home policies commercial customers are

financial condition during the fiscal year ending January 31, 2022 and potentially future periods.

Components of Results of Operations

Networked Charging

Networked charging systems revenue includes revenue related to the deliveries of EV charging system infrastructure, which

include lower priced Level 1 home chargers typically sold to drivers, Level 2 AC chargers for commercial use and Level 3 DC Fast charging systems for urban/corridor charging and for fleet operators.

A majority of ChargePoints

networked charging systems revenue is derived from the sale of Level 2 AC chargers.

ChargePoint recognizes revenue from sales of networked charging systems upon shipment to the customer, which is when the performance obligation has been

Subscriptions

Subscriptions revenue consists of services related to Cloud, as well as extended maintenance service plans under Assure.

Subscriptions revenue

also consists of CPaaS revenue which combines the customers use of ChargePoints owned and operated systems with Cloud and Assure programs into a single subscription.

CPaaS subscriptions contain a lease for the customers use of

ChargePoints owned and operated systems unless the location allows it to receive incremental economic benefit from regulatory credits earned on that EV charging system.

Lessor revenue relates to operating leases and historically has not been

Subscriptions revenue is recognized over time on a straight-line basis as ChargePoint has a stand-ready obligation to deliver such services to the customer.

Other revenue consists of fees received for transferring regulatory credits earned for participating in low carbon fuel programs in approved

states, charging related fees received from drivers using charging sites owned and operated by ChargePoint, net transaction fees earned for processing payments collected on driver charging sessions at charging sites owned by its customers, and other

professional services.

Revenue from regulatory credits is recognized at the point in time the regulatory credits are transferred.

Revenue from fees for owned and operated sites is recognized over time on a straight-line basis over the performance

period of the service contract as ChargePoint has a stand-ready obligation to deliver such services.

Revenue from driver charging sessions and charging transaction fees is recognized at the point in time the charging session or transaction is

Revenue from professional services is recognized as the services are rendered.

For the remainder of fiscal year 2022,

ChargePoint expects revenue to grow in both networked charging systems and subscriptions due to increased demand in EV and its related charging infrastructure market.

Cost of Revenue

Charging Systems

ChargePoint uses contract manufacturers to manufacture the majority of its networked charging systems.

conducts the remainder of its manufacturing in-house.

ChargePoints cost of revenue for the sale of networked charging systems includes the contract manufacturer costs of finished goods.

ChargePoints limited in-house production, cost of revenue for the sale of networked charging systems also includes parts, labor, manufacturing costs, and allocated facilities and information technology

Cost of revenue for the sale of networked charging systems also consists of salaries and related personnel expenses, including stock-based compensation, warranty provisions, depreciation of manufacturing related equipment and facilities,

amortization of capitalized internal-use software, and allocated facilities and information technology expenses.

As revenue is recognized, ChargePoint accounts for estimated warranty cost as a charge to cost

The estimated warranty cost is based on historical and predicted product failure rates and repair expenses.

Costs incurred for shipping and handling are recorded in cost of revenue.

Subscriptions

subscriptions revenue includes network and wireless connectivity costs for subscription services, field maintenance costs for Assure to support ChargePoints network of systems, depreciation of owned and operated systems used in CPaaS

arrangements, amortization of capitalized internal-use software development costs, allocated facilities and information technology expenses, salaries and related personnel expenses, including stock-based

compensation and third-party support costs to manage the systems and helpdesk services for drivers and site hosts.

Cost of other revenue includes depreciation and other costs for ChargePoints owned and operated charging sites, salaries and related

personnel expenses, including stock-based compensation, as well as costs of environmental and professional services.

Gross Profit and Gross Margin

Gross profit is revenue less cost of revenue and gross margin is gross profit as a percentage of revenue.

ChargePoint offers a

range of networked charging systems products which vary widely in selling price and associated margin.

Accordingly, ChargePoints gross profit and gross margin have varied and are expected to continue to vary from period to period due to

revenue levels;

geographic, vertical and product mix;

new product introductions, and its efforts to optimize its operations and supply chain.

In the long term, improvements in ChargePoints gross profit and gross margin will

depend on its ability to increase its revenue and continue to optimize its operations and supply chain.

However, at least in the short term, as ChargePoint launches new networked charging systems products, grows its presence in Europe where it has

not yet achieved economies of scale, and expands its solutions for its fleet customers, it expects gross margin to experience variability from period to period.

Research and Development Expenses

Research and development expenses consist primarily of salaries and related personnel expenses, including stock-based compensation, for

personnel related to the development of improvements and expanded features for ChargePoints services, as well as quality assurance, testing, product management, amortization of capitalized internal-use

software, and allocated facilities and information technology expenses.

Research and development costs are expensed as incurred.

ChargePoint expects its research and development expenses to increase on an absolute basis and they may increase as a percentage of total

revenue for the foreseeable future as it continues to invest in research and development activities to achieve its technology and product roadmap.

Sales and Marketing Expenses

Sales and marketing expenses consist primarily of salaries and related personnel expenses, including stock-based compensation, sales

commissions, professional services fees, travel, marketing and promotional expenses amortization of capitalized internal-use software and allocated facilities and information technology expenses.

ChargePoint expects its sales and marketing expenses to increase on an absolute basis and they may increase as a percentage of total revenue

for the foreseeable future while it continues to add sales and marketing personnel, expand its sales channels and expand in Europe.

Administrative Expenses

General and administrative expenses consist primarily of salaries and related personnel expenses,

including stock-based compensation, related to finance, legal and human resource functions, contractor and professional services fees, audit and compliance expenses, insurance costs, bad debt expenses, amortization of capitalized internal-use software and general corporate expenses, including allocated facilities and information technology expenses.

ChargePoint expects its general and administrative expenses to increase in absolute dollars as it continues to grow its business.

also expects to incur additional expenses as a result of operating as a public company, including expenses necessary to comply with the rules and regulations applicable to companies listed on a national securities exchange and related to compliance

and reporting obligations pursuant to the rules and regulations of the SEC, as well as higher expenses for director and officer insurance, investor relations and legal, accounting and other professional services.

Interest Income

Interest income

consists primarily of interest earned on ChargePoints cash, cash equivalents and short-term investments.

Interest Expense

Interest expense consists primarily of the interest on ChargePoints term loan which was paid off in March 2021.

Change in Fair Value of Redeemable Convertible Preferred Stock Warrant Liability

Redeemable convertible preferred stock warrant liability is subject to remeasurement to fair value at each balance sheet date.

Changes in fair

value of redeemable convertible preferred stock warrant liability are recognized in the condensed consolidated statements of operations.

ChargePoint adjusts the liability for changes in fair value until the earlier of the exercise or expiration of

the warrants and conversion of redeemable convertible preferred stock into Common Stock.

Change in Fair Value of Common Stock Warrant Liabilities

Common stock warrant liabilities consist of publicly-traded warrants (Public Warrants) and private placement warrants issued to NGP

Switchback, LLC.

(Private Placement Warrants) which ChargePoint assumed in connection with the Merger and are subject to remeasurement to fair value at each balance sheet date.

ChargePoint expects to incur an incremental income (expense)

in the condensed consolidated statements of operations for the fair value adjustments for the outstanding common stock warrant liabilities at the end of each reporting period or through the exercise of such warrants.

Change in Fair Value of Contingent Earnout Liability

Contingent Earnout liability was accounted for as a liability as of the date of the Merger and remeasured to fair value until the Earnout

Triggering Event was met for the first two tranches in March 2021 and the Earnout Shares issued.

In March 2021, the remaining Earnout liability for the third tranche converted to be accounted for as equity.

Transaction Costs Expensed

Transaction costs consist of legal, accounting, underwriting fees and other costs that were directly related to the consummation of the Merger.

Transaction costs related to the issuance of shares were recognized in shareholders equity (deficit) while costs associated with the warrant liabilities and non-capitalized amounts were expensed in the condensed consolidated statements of

operations upon the completion of the Merger on February 26, 2021.

Other Income (Expense), Net

Other income (expense), net consists primarily of foreign currency transaction gains and losses.

Provision for Income Taxes

ChargePoints provision for income taxes consists of an estimate of federal, state and foreign income taxes based on enacted federal,

state and foreign tax rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities and changes in tax law.

Due to the level of historical losses, ChargePoint maintains a valuation

allowance against U.S.

federal and state deferred tax assets as it has concluded it is more likely than not that these deferred tax assets will not be realized.

Results of Operations

Comparison of the Three Months Ended April 30, 2021 to the Three Months Ended April 30, 2020

The following table summarizes ChargePoints results of operations for the periods indicated:

Three Months Ended April 30,

Period-over-Period Change

April 30, 2021 to 2020

(in thousands, except

Networked charging systems

Subscriptions

Total revenue

Cost of revenue

Networked charging systems

Subscriptions

Total cost of revenue

Operating expenses

Research and development

Sales and marketing

General and administrative

Total operating expenses

Loss from operations

Interest income

Interest expense

Change in fair value of redeemable convertible preferred stock warrant liability

Change in fair value of common stock warrant liabilities

Change in fair value of contingent earnout liability

Transaction costs expensed

Other income (expense), net

Net income (loss) before income taxes

Provision for income taxes

Net income (loss)

Not Meaningful

Revenue increased by

$7.7 million, or 24%, from $32.8 million during the three months ended April 30, 2020 to $40.5 million during the three months ended April 30, 2021, primarily attributable to an increase of $7.1 million in networked

charging systems revenue.

This increase was primarily attributable to higher volumes of systems delivered across both ChargePoints Level 1 home chargers and Level 3 DC Fast chargers as well as an increase in the average selling

prices in some categories.

Subscriptions revenue also increased by $1.8 million primarily due to growth in the number of charging systems connected to its network.

These increases were partially offset by a decrease in other revenue of

$1.2 million due to fewer regulatory credits transferred.

Cost of Revenue

Cost of revenue increased by $6.3 million, or 25%, from $25.0 million during the three months ended April 30, 2020 to

$31.3 million during the three months ended April 30, 2021, primarily due to an increase of $5.1 million in networked charging systems cost of revenue primarily due to an increase in the number of charging system delivered.

Subscriptions cost of revenue increased by $0.9 million as ChargePoint expanded its network and support capabilities, and other cost of revenue increased by $0.3 million primarily related to higher depreciation on owned and operated

charging sites.

Gross Profit and Gross Margin

Gross profit increased by $1.5 million, or 19%, from $7.8 million during the three months ended April 30, 2020 to

$9.2 million during the three months ended April 30, 2021.

Gross margin decreased from 24% during the three months ended April 30, 2020 to 23% during the three months ended April 30, 2021.

The decrease was primarily due to a

decrease in other revenue in the form of regulatory credits transferred, which has higher gross margins.

Research and Development Expenses

Research and development expenses increased by $7.3 million, or 41%, from $18.0 million during the three months ended

April 30, 2020 to $25.4 million during the three months ended April 30, 2021.

The increase was primarily due to a $3.8 million increase in engineering personnel costs due to headcount growth as well as a $3.0 million

increase in research materials and related operating expenses.

Sales and Marketing Expenses

Sales and marketing expenses increased by $1.8 million, or 12%, from $14.2 million during the three months ended April 30, 2020

to $16.0 million during the three months ended April 30, 2021, primarily due to an increase in personnel costs including payroll, benefit and sales commissions, resulting from headcount and, with respect to sales commissions, revenue

General and Administrative Expenses

General and administrative expenses increased by $9.4 million, or 184%, from $5.1 million during the three months ended

April 30, 2020 to $14.5 million during the three months ended April 30, 2021.

The increase was primarily due to a $5.8 million increase in stock-based compensation and a $2.4 million increase in audit, legal and advisory

fees mainly related to the closing of the Merger.

Interest Income

Interest income did not significantly fluctuate during the three months ended April 30, 2021 as compared to the three months ended

April 30, 2020.

Interest Expense

Interest expense increased by $0.7 million from $0.8 million for the three months ended April 30, 2020 to $1.5 million for

the three months ended April 30, 2021.

The increase was due to the prepayment charges associated with the settlement of the outstanding term loan.

As of April 30, 2021, ChargePoint had no outstanding loans.

Change in Fair Value of Redeemable Convertible Preferred Stock Warrant Liability

Change in fair value of redeemable convertible preferred stock warrant liability increased by $8.7 million from $0.5 million during

the three months ended April 30, 2020 to $9.2 million during the three months ended April 30, 2021, due to changes in the fair value of Legacy ChargePoints redeemable convertible preferred stock through the date of the Merger.

As of April 30, 2021, ChargePoint had no outstanding redeemable convertible preferred stock warrant liabilities.

Change in Fair Value of Common Stock Warrant Liabilities

ChargePoint recognized a change in fair value of common stock warrant liabilities of $43.8 million during the three months ended

April 30, 2021 due to the decrease in the fair value of Legacy ChargePoints common stock during the period the warrants were outstanding.

Change in Fair Value of Contingent Earnout Liability

ChargePoint recognized a change in fair value of contingent earnout liability of $84.4 million for the three months ended April 30,

2021 due to the decrease in the fair value of Legacy ChargePoints common stock after ChargePoint announced the Merger.

Transaction Costs

ChargePoint expensed transaction costs that related to the warrant liabilities assumed as part of the Merger of

$7.0 million, out of $36.5 million total, for the three months ended April 30, 2021 as a result of the consummation of the Merger.

Other Income (Expense), Net

income (expense) did not significantly fluctuate during the three months ended April 30, 2021 as compared to the three months ended April 30, 2020.

Provision for income taxes

provision for income taxes did not significantly fluctuate during the three months ended April 30, 2021 as compared to the three months ended April 30, 2020.

Liquidity and Capital Resources

ChargePoint has incurred net losses and negative cash flows from operations since its inception which it anticipates

will continue for the foreseeable future.

To date, ChargePoint has funded its operations primarily with proceeds from the issuance of redeemable convertible preferred stock, borrowings under its loan facilities, customer payments and proceeds from

the Reverse Recapitalization.

As of April 30, 2021, ChargePoint had cash, cash equivalents and restricted cash of $610.2 million.

ChargePoint believes that its cash on hand, together with cash generated from sales to customers will satisfy

its working capital and capital requirements for at least the next twelve months.

From inception to April 30, 2021, ChargePoint has

raised aggregate net cash proceeds of $615.7 million from the sale of shares of redeemable convertible preferred stock and $477.5 million from the Merger and the PIPE.

In March 2021, ChargePoint repaid the entire loan balance of $35.0 million plus accrued interest and prepayment fees of

$1.2 million.

Long-Term Liquidity Requirements

Until ChargePoint can generate sufficient revenue to cover its cost of sales, operating expenses, working capital and capital expenditures, it

expects to primarily fund cash needs through a combination of equity and debt financing.

If ChargePoint raises funds by issuing equity securities, dilution to existing stockholders may result.

Any equity securities issued may also provide for

rights, preferences or privileges senior to those of holders of Common Stock.

If ChargePoint raises funds by issuing debt securities, these debt securities would have rights, preferences and privileges senior to those of holders of Common Stock.

terms of debt securities or borrowings could impose significant restrictions on ChargePoints operations.

The capital markets have in the past, and may in the future, experience periods of upheaval that could impact the availability and cost of

equity and debt financing.

ChargePoints principal use of cash in recent periods has been funding its operations

and investing in capital expenditures.

ChargePoints future capital requirements will depend on many factors, including its revenue growth rate, the timing and the amount of cash received from customers, the expansion of sales and marketing

activities, the timing and extent of spending to support development efforts, expenses associated with its international expansion, the introduction of network enhancements and the continuing market adoption of its network.

In the future,

ChargePoint may enter into arrangements to acquire or invest in complementary businesses, products and technologies.

ChargePoint may be required to seek additional equity or debt financing.

In the event that ChargePoint requires additional

financing, it may not be able to raise such financing on acceptable terms or at all.

If ChargePoint is unable to raise additional capital or generate cash flows necessary to expand its operations and invest in continued innovation, it may not be

able to compete successfully, which would harm its business, results of operations and financial condition.

If adequate funds are not available, ChargePoint may need to reconsider its expansion plans or limit its research and development activities,

which could have a material adverse impact on its business prospects and results of operations.

For the Three Months Ended April 30, 2021 and 2020

The following table sets forth a summary of ChargePoints cash flows for the periods indicated:

Three Months Ended

(in thousands)

Net cash (used in) provided by:

Operating activities

Investing activities

Financing activities

Effects of exchange rates on cash, cash equivalents, and restricted cash

Net increase in cash, cash equivalents, and restricted cash

Net Cash Used in Operating Activities

During the three months ended April 30, 2021, net cash used in operating activities was $37.5 million, consisting primarily of a net

income of $82.3 million, fully offset by an increase in net operating assets of $2.2 million and non-cash charges of $117.6 million.

The increase in net operating assets was primarily due

to a $6.2 million increase in prepaid expenses and other assets, a $5.0 million decrease in accrued and other liabilities, a $3.5 million decrease in accounts payable and a $0.4 million decrease in operating lease liabilities,

largely offset by a $7.8 million increase in deferred revenue and a $4.9 million decrease in inventories.

The non-cash charges primarily consisted of $84.4 million change in fair value of

contingent earnout liability, $43.8 million change in fair value of common stock warrant liabilities and $9.2 million change in fair value of redeemable convertible preferred stock warrant liability, partially offset by $7.6 million

of stock-based compensation expense, $7.0 million of transaction costs expensed, $2.7 million of depreciation and amortization expense, and $1.0 million of non-cash operating lease

During the three months ended April 30, 2020, net cash used in operating activities was $34.7 million, consisting

primarily of a net loss of $30.1 million and an increase in net operating assets of $8.4 million, partially offset by non-cash charges of $3.8 million.

The increase in net operating assets

was primarily attributable to a $10.3 million decrease in accounts payable, a $4.1 million increase in inventories, a $1.9 million decrease in operating lease liabilities, a $1.9 million decrease in accrued and other liabilities

and a $1.2 million increase in prepaid expenses and other assets, largely offset by a $9.2 million decrease in accounts receivable, net and $1.8 million increase in deferred revenue.

non-cash charges primarily consisted of $2.3 million of depreciation and amortization expense, $0.9 million of stock-based compensation expense and $0.8 million of non-cash operating lease cost, partially offset by $0.5 million change in fair value of redeemable convertible preferred stock warrant liability.

Net Cash Provided By (Used In) Investing Activities

During the three months ended April 30, 2021, net cash used in investing activities was $4.1 million for purchases of property and

During the three months ended April 30, 2020, net cash provided by investing activities was $39.6 million,

consisting of maturities of investments of $42.4 million, partially offset by purchases of property and equipment of $2.8 million.

Cash Provided by Financing Activities

During the three months ended April 30, 2021, net cash provided by financing activities

was $506.0 million, consisting of net proceeds from Merger and PIPE financing of $481.5 million and proceeds from the exercise of warrants of $73.3 million, partially offset by repayment of borrowings of $36.1 million and taxes

paid related to net share settlement of earnout shares of $12.8 million.

During the three months ended April 30, 2020, net cash

provided by financing activities was $0.4 million from proceeds from exercises of vested and unvested stock options.

Off-Balance Sheet Arrangements

of September 30, 2020, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

April 5, 2012, the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) was signed into law.

contains provisions that, among other things, relax certain reporting requirements for qualifying public companies.

as an “emerging growth company”

under the JOBS Act and are allowed to comply with new or revised accounting pronouncements

based on the effective date for private (not publicly traded) companies.

We elected to delay the adoption of new or revised accounting

standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption

of such standards is required for non-emerging growth companies.

As a result, our financial statements may not be comparable to

companies that comply with new or revised accounting pronouncements as of public company effective dates.

an “emerging growth company,”

we are not required to, among other things, (i) provide an auditor’s attestation

report on our system of internal controls over financial reporting, (ii) provide all of the compensation disclosure that may be

required of non-emerging growth public companies, (iii) comply with any requirement that may be adopted by the Public Company

Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional

information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose comparisons of the

CEO’s compensation to median employee compensation.

These exemptions will apply for a period of five years following the

completion of our Public Offering or until we otherwise no longer qualify as an “emerging growth company.”

Quantitative and Qualitative Disclosures About Market Risk

are a smaller reporting company as defined in Rule 12b-2 under the Exchange Act.

As a result, pursuant to Item 305(e) of Regulation

S-K, we are not required to provide the information required by this Item.

ChargePoint is not a party to any

off-balance sheet arrangements.

Critical Accounting Policies and Estimates

The Companys discussion and analysis of its financial condition and results of operations are based upon its condensed consolidated

financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States.

The preparation of these condensed consolidated financial statements requires ChargePoint to make estimates and

assumptions that affect the reported amounts of assets, liabilities, net sales and expenses.

The Company evaluates its estimates and assumptions on an ongoing basis, and base its estimates on historical experience and on various other assumptions

that ChargePoint believes to be reasonable under the circumstances, the results of which form the basis for the judgments ChargePoint makes about the carrying value of assets and liabilities that are not readily apparent from other sources.

these estimates can vary depending on the situation, actual results may differ from these estimates.

Making estimates and judgments about future events is inherently unpredictable and is subject to significant uncertainties, some of which are beyond

ChargePoints control.

Should any of these estimates and assumptions change or prove to have been incorrect, it could have a material impact on ChargePoints results of operations, financial position and statement of cash flows.

Other than the policies noted in Part I, Item 1, Note 2, Summary of Significant Accounting Policies, in the Companys notes

to condensed consolidated financial statements in this Quarterly Report on Form 10-Q, there have been no material changes to its critical accounting policies and estimates as compared to those disclosed in its

audited consolidated financial statements as of January 31, 2021 and 2020 and for the years ended January 31, 2021, 2020 and 2019.

Accounting Pronouncements

For a description of recent accounting pronouncements, including the expected dates of adoption and

estimated effects, if any, on ChargePoints condensed consolidated financial statements, see Part I, Item 1, Note 2, Summary of Significant Accounting Policies, in its notes to condensed consolidated financial statements in this

Quarterly Report on Form 10-Q.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements