What changed in this filing

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Item 1. Financial Statements

2021-09-10 compared with 2021-06-11 · 471 added, 976 removed, 380 unchanged (79% of the section changed)

2 unchanged sentences

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

Condensed Consolidated Balance Sheets as of July 31, 2021 and January 31, 2021 (unaudited)

Condensed Consolidated Statements of Operations for the Three and Six Months Ended July 31, 2021 and 2020 (unaudited)

Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended July 31, 2021 and 2020 (unaudited)

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the Three and Six Months Ended July 31, 2021 and 2020 (unaudited)

Condensed Consolidated Statements of Cash Flows for the Six Months Ended July 31, 2021 and 2020 (unaudited)

Notes to Condensed Consolidated Financial Statements (unaudited)

ChargePoint Holdings, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share

and per share data)

(in thousands, except

share and per share data)

Current assets:

1 unchanged sentence

Restricted cash

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

and January 31, 2021, respectively

Accounts receivable, net of allowance of $ 2,000 as of July 31, 2021 and January 31, 2021

Prepaid expenses and other current assets

1 unchanged sentence

Property and equipment, net

Operating lease

right-of-use assets

Liabilities, Redeemable Convertible Preferred Stock and Stockholders Equity

Operating lease right-of-use

Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)

Current liabilities:

14 unchanged sentences

$ 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)

0 and 185,180,248

shares authorized as of July 31, 2021 and January 31, 2021, respectively;

and 182,934,257

shares issued and outstanding as of July 31, 2021 and January 31, 2021, respectively (liquidation value:

and $ 17,492,964

as of July 31, 2021 and January 31, 2021, respectively)

Stockholders’ equity (deficit):

1 unchanged sentence

$ 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

1,000,000,000 and 299,771,284

shares authorized as of July 31, 2021 and January 31, 2021, respectively;

and 22,961,032

shares issued and outstanding as of July 31, 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

10,000,000 and 0 shares

authorized as of July 31, 2021 and January 31, 2021, respectively;

0 issued and outstanding as of July 31, 2021 and January 31, 2021

Additional paid-in

Accumulated other comprehensive income

1 unchanged sentence

Total stockholders’ equity (deficit)

Total liabilities, redeemable convertible preferred stock, and stockholders equity

Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit)

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

2 unchanged sentences

Three Months Ended

(in thousands, except share and

per share data)

Six Months Ended

(in thousands, except share

and per share data)

(in thousands, except share

and per share data)

Networked charging systems

17 unchanged sentences

Transaction costs expensed

Other income (expense), net

Net income (loss) before income taxes

Other (expense) income, net

Net loss before income taxes

Provision for income taxes

Net income (loss)

Accretion of beneficial conversion feature of redeemable convertible preferred stock

Cumulative dividends on redeemable convertible preferred stock

13 unchanged sentences

Three Months Ended

Six Months Ended

(in thousands)

Net income (loss)

(in thousands)

Other comprehensive income (loss):

Foreign currency translation adjustment

Other comprehensive income (loss)

Comprehensive income (loss)

Unrealized loss on short-term investments, net of t a

Other comprehensive (loss) income

Comprehensive loss

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

7 unchanged sentences

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

Conversion of redeemable conv e

rtible preferred stock into common stock in connection with the reverse recapitalization, including impact of Series H-1

paid in kind dividend

( 182,934,257

Reclassification of Legacy ChargePoint preferred stock warrant liability upon the reverse recapitalization

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

8 unchanged sentences

Balances as of April 30, 2021

Issuance of common stock upon release of restricted stock units

Issuance of common stock upon exercise of warrants

Issuance of common stock upon exercise of vested stock options

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

Vesting of early exercised stock options

Stock-based compensation

Other comprehensive loss

Balances as of July 31, 2021

Redeemable Convertible

10 unchanged sentences

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.

Issuance of redeemable convertible preferred stock and common warrants, net of issuance costs

Issuance of common stock warrants in connection with Series H-1

redeemable convertible preferred stock

Beneficial conversion feature in connection with Series H-1

redeemable preferred stock

Accretion of beneficial conversion feature in connection with Series H-1

redeemable preferred stock

Issuance of common stock upon exercise of vested stock options

Issuance of common stock related to early exercise of stock options

Vesting of early exercised stock options

Stock-based compensation

Other comprehensive income

Balances as of July 31, 2020

The shares of the Company’s 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.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

Three Months Ended

Six Months Ended

(in thousands)

Cash flows from operating activities

Net income (loss)

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

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

Non-cash operating lease cost

operating lease cost

Stock-based compensation

17 unchanged sentences

Cash flows from financing activities

Proceeds from issuance of redeemable convertible preferred stock

Proceeds from the exercise of public warrants

Merger and PIPE financing

Payment of transaction costs related to Merger

Payments of transaction costs related to Merger

Payment of tax withholding obligations on settlement of earnout shares

8 unchanged sentences

Condensed Consolidated Statements of Cash Flows - (continued)

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

Three Months Ended

Six Months Ended July 31, 2021 and 2020 (Unaudited)

Six Months Ended

(in thousands)

3 unchanged sentences

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

Accretion of beneficial conversion feature of redeemable convertible preferred stock

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

6 unchanged sentences

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.

(“ChargePoint” or the “Company,” “it,” “its”) designs, develops, and markets networked electric vehicle (“EV”) charging system infrastructure (“Networked Charging Systems”) 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 ChargePoint’s 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 m a

nagement of the Networked Charging Systems.

This network provides multiple web-based portals

for charging system owners, fleet managers, drivers, and utilities.

In addition, the Company offers extended parts and labor warranty (“Assure”) that includes proactive monitoring, fast response times, expert advice and robust reporting.

The ChargePoint as a Service (“CPaaS”) program combines the customer’s use of ChargePoint’s owned and operated systems with Cloud Services, Assure and other benefits available to subscribers into one subscription.

The Company’s 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.

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.

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.

The Company’s 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.

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.

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 Company’s Registration Statement on Form S-1 filed with the SEC on July 12, 2021, which provides a more complete discussion of the Company’s accounting policies and certain other information.

The information as of January 31, 2021 included on the condensed consolidated balance sheets was derived from the Company’s 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 Company’s financial position as of July 31, 2021 and the results of operations for the three and six months ended July 31, 2021 and 2020, and cash flows for the six months ended July 31, 2021 and 2020.

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

The Company’s 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’s 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.

If 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 Company’s 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.

As of July 31, 2021, the Company had an accumulated deficit of $ 682.1 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 $ 618.5 million as of July 31, 2021.

As of September 10, 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’s 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 Company’s 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 acquisitions, 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 has and may in the future enter into arrangements to acquire or invest in complementary businesses, services, and technologies, including intellectual property rights.

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.

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.

In the event 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 transactions pursuant to which Lightning Merger Sub Inc., a wholly owned subsidiary of Switchback incorporated in the State of Delaware (“Lightning Merger Sub”), merged with ChargePoint, Inc., a Delaware corporation (“Legacy ChargePoint”);

Legacy ChargePoint survived as a wholly-owned subsidiary of Switchback (such transactions, the “Merger,” and, collectively with the other transactions described in the Merger Agreement (as defined below), the “Reverse Recapitalization”).

Further, 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

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.

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.

Common 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 Switchback’s initial public offering and subsequent overallotment (other than 1,000,000 Private Placement Warrants which

were issued in connection with the closing of the Merger) and entitle the holder to purchase one share of the Company’s Common stock, par value $ 0.0001 (“Common Stock”) at an exercise price of $ 11.50 per share.

During the six months ended July 31, 2021, 10,226,081 Public Warrants and 4,347,712 Private Placement Warrants were exercised and

the remaining

244,481 Public Warrants outstanding as of the July 6, 2021 redemption date were redeemed for cash.

The Public Warrants, prior to their redemption, were publicly traded and were exercisable for cash unless certain conditions occurred, 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 could be cashlessly exercised.

The Private Placement Warrants are not redeemable for cash so long as they are held by the initial purchasers or their permitted transferees but may be redeemable for common stock if certain other conditions are met.

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.

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.

option on the Company’s ordinary shares, the Private Placement Warrants are not considered to be “indexed to the Company’s 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 Company’s 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 Company’s control), all Common Stock Warrant holders would be entitled to cash, while only certain of the holders of the Company’s ordinary shares may be entitled to cash.

These provisions preclude the Company from classifying the C o

mmon 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

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 were entitled to receive as additional merger consideration shares of the Company’s 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 were not indexed to the Common Stock and therefore were 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 were 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.

Until its settlement the contingent earnout liability was categorized as a Level 3 fair value measurement (see Fair Value of Financial Instruments accounting policy as described above) because the Company estimated projections during the Earnout Period utilizing unobservable inputs.

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

ChargePoint Holdings, Inc.

2 unchanged sentences

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.

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 Company’s 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.

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 management’s 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.

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.

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

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

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.

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.

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.

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.

Concentration of credit risk with respect to trade accounts receivable is considered to be limited due to the diversity of the Company’s customer base and geographic sales areas.

As of July 31, 2021 and January 31, 2021, one customer individually accounted for 9 % and 16 % of accounts receivable, net, respectively.

For the six months ended July 31, 2021 and 2020, there were no customers that represented 10 % or more of total revenue.

The Company’s 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 Company’s 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.

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 disrupted ChargePoint’s supply chain and heightened its freight and logistic costs, and has similarly disrupted manufacturing, delivery and overall supply chain of vehicle manufacturers and suppliers, which has led to fluctuations in EV sales around the world.

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.

As a result of the

pandemic, ChargePoint initially modified its business practices (including reducing employee travel, recommending that all

non-essential

personnel work from home and cancelling or reducing physical participation in sales activities, meetings, events and conferences), implemented additional safety protocols for essential workers, and implemented temporary cost cutting measures in order to reduce its operating costs .

The Company 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, the ultimate societal and economic impact of the COVID-19

pandemic remains unknown.

The effect of the COVID-19 pandemic can also vary over time and across the geographies in which ChargePoint operates.

For example, variations in work-from-home policies can cause fluctuations in ChargePoint’s revenues, and the Company believes that since people are not yet fully back to work it has not yet seen the full return of commercial customer demand for its products.

The conditions caused by the COVID-19 pandemic, such as more permanent work-from-home policies, are likely to continue affecting the rate of global infrastructure spending, and thus to continue to adversely impact ChargePoint’s gross margins as the Company’s commercial business contributes higher margins than its residential and fleet businesses.

Further, the COVID-19 pandemic could continue to heighten supply chain pricing and logistics expenses, and could, for example, adversely impact ChargePoint’s gross margins through heightened supply chain expenses, and could adversely affect demand for ChargePoint’s 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.

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;

The Company operates as one operating segment because its

Chief Executive Officer, as the Company’s chief operating decision maker 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 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 Company’s 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 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.

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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.

non-financial assets

non-recurring basis

that resulted in an impairment in any period presented.

The carrying values of the Company’s 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.

1 unchanged sentence

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.

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 Company’s Assure, Cloud, and CPaaS subscription terms typically range from one to five years

and are paid up-front

Revenue expected to be recognized from remaining performance obligations was $ 118.2 million as of July 31, 2021, of which 42 % is expected to be recognized over the next twelve months .

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.

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

Balances consist primarily of Cloud Services and Assure 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 current deferred revenue with the remainder recorded as deferred revenue, non-current

on the condensed consolidated balance sheets.

Total current and non-current deferred revenue was

$ 105.8 million and $ 89.8 million as of July 31, 2021 and January 31, 2021, respectively.

The Company recognized $ 7.7 million and $ 4.6 million of revenue during the three months ended July 31, 2021 and July 31, 2020, and

$ 22.9 million and $ 21.0 million of revenue during the six months ended July 31, 2021 and July 31, 2020, respectively, that was included in the deferred revenue balance

at the beginning of the period.

Accounting Pronouncements

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.

The Company can 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.

Based on the Company’s public float as of July 31, 2021, it will become a large accelerated filer, and lose emerging growth company status, as of January 31, 2022.

As of January 31, 2022, the Company will be required to adopt new or revised accounting standards when they are applicable to public companies that are not emerging growth companies.

Recently Issued Accounting Standards Not Yet Adopted

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

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.

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.

The Company will become a large accelerated filer effective January 31, 2022, at which point the Company will follow the timeline for adoption of new accounting pronouncements for public companies.

As a result, the Company will adopt ASU 2016-13 for the January 31, 2022 annual period, with a modified retrospective application to all outstanding instruments and a cumulative effect adjustment recorded to opening retained earnings as of February 1, 2021 and is currently assessing the impact the guidance will have on its condensed consolidated financial statements.

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.

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, 2020, including interim periods therein.

As a result, the Company will adopt ASU 2019-12 for the January 31, 2022 annual period and is currently assessing the impact the guidance will have 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.

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 Entity’s 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 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, 2020.

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.

As a result, the Company will adopt ASU 2020-06 for the January 31, 2022 annual period and is currently assessing the impact the guidance will have on its condensed consolidated financial statements.

ChargePoint Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

Reverse Recapitalization

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

of Switchback.

On February 26, 2021, Lightning Merger Sub, a wholly-owned subsidiary of 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

all 22,427,306 shares of Legacy ChargePoint’s outstanding Series H-1

redeemable convertible preferred stock were

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.

all 160,925,957 shares of Legacy ChargePoint’s outstanding Series H, Series G, Series F, Series E, and Series D redeemable convertible preferred stock were

converted into an equivalent number of shares of Legacy ChargePoint common stock on a one-to-one

all 45,376 shares of Legacy ChargePoint’s outstanding Series C redeemable convertible preferred stock were

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

all 130,590 shares of Legacy ChargePoint’s outstanding Series B redeemable convertible preferred stock were

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

all 29,126 shares of Legacy ChargePoint’s outstanding Series A redeemable convertible preferred stock were

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

At the Merger, eligible ChargePoint equity holders received or had

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 Ratio”).

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”).

The PIPE 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 achieved

$ 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

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

Common stock of Switchback, outstanding prior to Merger

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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.

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 ChargePoint’s operations prior to the acquisition comprising the only ongoing operations of ChargePoint, and Legacy ChargePoint’s 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.

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.

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.

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 Switchback’s trust account from its initial public offering, net of redemptions of Switchback public stockholders of $ 0.3 million, and $ 225.0 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, which was met on March 12, 2021

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 down.

ChargePoint Holdings, Inc.

2 unchanged sentences

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

Fair Value Measured as of April 30, 2021

Fair Value Measured as of July 31, 2021

(in thousands)

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Total financial assets

Common stock warrant liabilities (Public)

Common stock warrant liabilities (Private Placement)

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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.

The money market funds were classified as cash and cash equivalents on the condensed consolidated balance sheets.

The aggregate fair value of the Company’s money market funds approximated amortized cost and, as such, there were no unrealized gains or losses on money market funds as of July 31, 2021 and January 31, 2021.

Realized gains and losses, net of tax, were not material for any of the periods presented.

As of July 31, 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:

The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments:

preferred stock

warrant liability

Private placement

warrant liability

Earnout liability

(in thousands)

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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

Reclassification of warrants to stockholders’ equity (deficit) due to exercise

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

Fair value as of July 31, 2021

The fair values

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.

The significant unobservable inputs used in the fair value measurements of the private placement warrant liability, the redeemable convertible preferred stock warrant liability and the earnout liability include the expected volatility and dividend yield.

In determining the fair value of the private placement warrant liability, the Company used the Binomial Lattice Model (“BLM”) that assumes optimal exercise of the Company’s 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 (“Black-Scholes”) 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 following:

(in thousands)

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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.

Depreciation expense for the three months ended July 31, 2021 and 2020 was $ 2.9 million and $ 2.4 million, respectively.

Depreciation expense for the six months ended July 31, 2021 and 2020 was $ 5.6 million and $ 4.7 million, respectively.

Accrued and other current liabilities

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Revenue consisted of the following:

Three Months Ended April 30,

Three Months Ended July 31,

Six Months Ended July 31,

(in thousands)

United States

1 unchanged sentence

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.

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

previous loans.

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 Company’s 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

There was no interest expense incurred during the three months ending July 31, 2021;

the interest expense incurred during the three months ended July 31, 2020 was $ 0.8 million.

Total interest expense incurred during the six months ended

July 31, 2021 and 2020 was $ 1.5 million and $ 1.6 million, respectively.

There was no accrued interest as of July 31, 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.

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.

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

As of July 31, 2021, the Company had open purchase commitments for goods and services of $ 133.7 million, all of which are expected to be received by June 30, 2024.

ChargePoint Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

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 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 estimated.

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.

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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.

The Company believes it has recorded adequate provisions for any such lawsuits, claims, and proceedings and, as of July 31, 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.

While litigation is inherently unpredictable, the Company believes it has valid defenses with respect to the legal matters pending a g

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.

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.

and Indemnifications

The Company has service level commitments to its customers warranting certain levels of uptime reliability and performance and permitting those customers to receive credits if the Company fails to meet those levels.

To date, the Company has not incurred any material costs as a result of such commitments.

The Company’s arrangements generally include certain provisions for indemnifying customers against liabilities if its products or services infringe a third-party’s 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.

To date, 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.

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.

The 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-cancelable

operating leases with various lease terms.

The Company also leases certain office equipment under operating lease agreements.

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)

The following table presents future payments of lease liabilities under the Company’s non-cancelable

operating leases as of July 31, 2021 (in thousands):

2022 (remaining six months)

Total undiscounted operating lease payments

3 unchanged sentences

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.

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

The holder of each share of Common Stock is entitled to one vote.

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.

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

Shares of Common Stock reserved for future issuance, on an as-if converted

basis, were as follows:

Stock options issued and outstanding

Restricted stock units outstanding

Common stock warrants outstanding

2 unchanged sentences

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.

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

ChargePoint Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

Stock Warrants and

Redeemable 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 ChargePoint preferred stock warrants were converted into warrants exercisable for shares of Common Stock with terms consistent with the Legacy ChargePoint 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 redeemable convertible preferred stock warrant liability was remeasured and reclassified to 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:

The Level 3 fair value inputs used in the recurring valuation of the redeemable convertible preferred stock warrant liability were as follows:

(Merger Date)

3 unchanged sentences

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.

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 (collectively, “Legacy Warrants”), which now represent warrants to purchase Common Stock.

During the three months ended July 31, 2021, 587,880 Legacy Warrants were net exercised resulting in the issuance of 558,100 shares of Common Stock.

During the six months ended July 31, 2021, 1,685,185 Legacy Warrants were net exercised resulting in the issuance of 1,480,080 shares of Common Stock.

As of July 31, 2021, there were 37,075,846 Legacy Warrants outstanding which are classified as equity.

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:

The 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 July 31, 2021.

The Company recorded a gain of $ 3.8 million and $ 49.2 million for the three and six months ended July 31, 2021, respectively, 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

BLM that assumes optimal exercise of the Company’s redemption option at the earliest possible date:

ChargePoint Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

Market price of public stock

5 unchanged sentences

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

The Public Warrants became exercisable 30 days after the completion of the Merger.

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.

On June 4, 2021 the Company issued a redemption notice pursuant to which all but 244,481 Public Warrants were exercised by the Public Warrant holders.

At the conclusion of the redemption notice period on

July 6, 2021, the Company redeemed the remaining

Public Warrants outstanding

for $ 0.01 per warrant.

The Company recognized a loss of $ 14.3 million for the three months ended July 31, 2021 and a loss of $ 15.9 million for the six months ended July 31, 2021, classified within change in fair value of warrant liabilities in the condensed consolidated statements of operations.

During the six months ended July 31, 2021, proceeds received for the exercise of Public Warrants were $ 117.6 million.

As of July 31, 2021, no Public Warrants remained outstanding.

Activity of warrants is set forth below:

4 unchanged sentences

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.

Warrants Redeemed

Outstanding as of July 31, 2021

The shares (and the warrants’ exercise prices) subject to the Company’s 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.

During the five year period starting at the closing of the Merger (“Earnout Period”), eligible former equity holders of Legacy ChargePoint could

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.

An “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.

ChargePoint Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

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 ind e

xed 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

3 unchanged sentences

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.

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.

The first two Earnout Triggering Events for up to 18,000,000 of the Earnout Shares occurred on March 12, 2021, and, after withholding some of these Earnout Shares to cover

tax withholding obligations,

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 Company’s own stock price.

The third and final

Earnout Triggering Event for up to 9,000,000 of the Earnout Shares associated with the $ 30.00 VWAP per share threshold occurred on June 29, 2021, and, after the withholding of some of these Earnout Shares to cover

tax withholding obligations,

8,773,596 Earnout Shares were issued on July 1, 2021 .

further Earnout Shares remained contingently issuable as of July 31, 2021.

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.

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 July 31, 2021, 40,878,653 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 the Company’s 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 Company’s Board of Directors.

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:

Under the 2021 EIP, the Company can grant stock options, stock appreciation rights, restricted stock, restricted stock units (“RSU”) and certain other awards which are s

ettled in the form of common shares issued under this 2021 EIP.

Under the 2021 ESPP, eligible employees are permitted to purchase shares of the Company’s Common Stock at 85% of the lower of fair market value the Company’s Common Stock on the first trading day of an offering period or on the purchase date.

No further awards will be granted under Legacy ChargePoint’s 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 ChargePoint’s 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.

The Company’s stock option awards activity is set forth below:

Exercise Price

3 unchanged sentences

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:

Options exercised

Options forfeited

Options expired

Outstanding as of July 31, 2021

Options vested and expected to vest as of July 31, 2021

Exercisable as of July 31, 2021

The options outstanding as of July 31, 2021, include 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 Award”).

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 the Merger.

Accordingly, the Company commenced recognition of stock-based compensation expense for such CEO Award following the Merger in February 2021.

As of July 31, 2021, the total unrecognized compensation expense related to these unvested CEO Award was $ 35.3 million, which is expected to be recognized over a period of 2.5 years .

The Company’s RSU activity is set forth below:

Average Grant

Date Fair Value

Outstanding as of January 31, 2021

RSU forfeited

Outstanding as of July 31, 2021

ChargePoint Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

As of July 31, 2021, total unrecognized stock-based compensation expense

related to stock options was $ 41.0 million, including the CEO Award, and is expected to be recognized over a weighted-average period of 1.9 years.

As of July 31, 2021, t o

tal unrecognized stock-based compensation expense

related to RSU was $ 86.3 million and is expected to be recognized over a weighted-average period of 3.1 years.

The following sets forth the total stock-based compensation expense for the Company’s stock options (including the CEO Award) and RSU included in the Company’s condensed consolidated statements of operations:

Three Months Ended

Six Months Ended

(in thousands)

Cost of revenue

5 unchanged sentences

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 income tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate as adjusted for discrete items arising in that quarter.

The effective income tax rate was nil for the three and six months ended July 31, 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

statutory rate primarily due to the full valuation allowances on the Company’s 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

The Company did not receive a stimulus payment related to the CARES Act.

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:

Daimler AG and its affiliated entities (“Daimler”) are investors in the Company and one of its employees is a member of the Company’s Board of Directors.

The following revenue transactions took place between the Company and Daimler during the periods presented:

Three Months Ended

Six 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.

Related party accounts receivable as of July 31, 2021 and January 31, 2021 from Daimler was $ 2.5 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:

Basic and Diluted

The following table sets forth the computation of the Company’s ba s

ic and diluted net loss per s h

are attributable to common stockholders for the three and six months ended July 31, 2021 and 2020:

Three Months Ended

Six Months Ended

(in thousands, except share and per

(in thousands, except share and per share data)

Net income (loss)

Cumulative dividends on redeemable convertible preferred stock

Accretion of beneficial conversion

feature of redeemable convertible

preferred stock

Cumulative dividends on

redeemable convertible preferred stock

Deemed dividends attributable to vested option holders

5 unchanged sentences

Weighted average common shares outstanding

Weighted-average unvested restricted shares and shares subject to repurchase

Weighted average shares outstanding - Basic

Weighted-average unvested

restricted shares and shares subject to repurchase

Weighted average shares outstanding

Earnout Shares under the treasury stock method

Public and Private Placement Warrants under the treasury stock method

Weighted average shares outstanding - Diluted

Weighted average shares outstanding

Net loss per share - Basic

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.

As a result of the Merger, the Company has retroactively adjusted the weighted-average number of shares of Common Stock outstanding prior to the

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.

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

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 six-months

period ended July 31, 2021, because including them would have had an antidilutive effect .

The potential shares of Common Stock that were excluded from the computation of diluted net loss per share attributable to common stockholders at each period end because including them would have had an antidilutive effect were as follows:

Redeemable convertible preferred stock (on an as-converted

Options to purchase common stock

Restricted stock units

Unvested early exercised common stock options

Common stock warrants

Common stock and preferred 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

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.

and Subsequent Events

On July 20, 2021, the Company entered into a definitive agreement to acquire all of the outstanding shares of has•to•be gmbh (“has•to•be” or “HTB”) for approximately

Euro 250.0 million in cash and Company common stock subject to adjustments.

is an Austria-based

provider with a European charging software platform.

The acquisition is intended to expand the Company’s access to the European market.

The Company currently expects the transaction to close as early as October 2021.

On August 11, 2021, the Company acquired all of the outstanding shares of ViriCiti B.V.

(“ViriCiti”) for approximately

million in cash,

subject to adjustments.

ViriCiti is a Netherlands-based provider of electrification solutions for eBus and commercial fleets with offices in the Netherlands and the United States.

The acquisition is expected to enhance ChargePoint’s fleet solutions portfolio of hardware, software and services by integrating information sources to optimize electric fleet operations.

As permitted by ASU

the Company is not able to include certain required disclosures in its quarterly report on Form

for the three and six months ended July 31, 2021, because the information necessary to complete the preliminary purchase price allocation related to the acquisition was not yet available.

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