ChargePoint Holdings, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ChargePoint Holdings, Inc. Unaudited Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheets as of July 31, 2021 and January 31, 2021 (unaudited) 6 Condensed Consolidated Statements of Operations for the Three and Six Months Ended July 31, 2021 and 2020 (unaudited) 7 Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended July 31, 2021 and 2020 (unaudited) 8 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) 9 Condensed Consolidated Statements of Cash Flows for the Six Months Ended July 31, 2021 and 2020 (unaudited) 11 Notes to Condensed Consolidated Financial Statements (unaudited) 13 5 Table of Contents ChargePoint Holdings, Inc. Condensed Consolidated Balance Sheets (unaudited) July 31, 2021 January 31, 2021 (in thousands, except share and per share data) Assets Current assets: Cash and cash equivalents $ 618,089 $ 145,491 Restricted cash 400 400 Accounts receivable, net of allowance of $ 2,000 as of July 31, 2021 and January 31, 2021 42,708 35,075 Inventories 27,916 33,592 Prepaid expenses and other current assets 22,138 12,074 Total current assets 711,251 226,632 Property and equipment, net 32,265 29,988 Operating lease right-of-use assets 20,834 21,817 Goodwill 1,215 1,215 Other assets 5,023 10,468 Total assets $ 770,588 $ 290,120 Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) Current liabilities: Accounts payable $ 28,416 $ 19,784 Accrued and other current liabilities 51,980 47,162 Deferred revenue 47,769 40,934 Debt, current — 10,208 Total current liabilities 128,165 118,088 Deferred revenue, noncurrent 58,000 48,896 Debt, noncurrent — 24,686 Operating lease liabilities 21,582 22,459 Common stock warrant liabilities 26,868 — Redeemable convertible preferred stock warrant liability — 75,843 Other long-term liabilities 961 972 Total liabilities 235,576 290,944 Commitments and contingencies (Note 7) Redeemable convertible preferred stock: $ 0.0001 par value; 0 and 185,180,248 shares authorized as of July 31, 2021 and January 31, 2021, respectively; 0 and 182,934,257 shares issued and outstanding as of July 31, 2021 and January 31, 2021, respectively (liquidation value: $ 0 and $ 17,492,964 as of July 31, 2021 and January 31, 2021, respectively) — 615,697 Stockholders’ equity (deficit): Common stock: $ 0.0001 par value; 1,000,000,000 and 299,771,284 shares authorized as of July 31, 2021 and January 31, 2021, respectively; 322,170,484 and 22,961,032 shares issued and outstanding as of July 31, 2021 and January 31, 2021, respectively 32 2 Preferred stock, $ 0.0001 par value; 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 capital 1,216,893 62,736 Accumulated other comprehensive income 150 155 Accumulated deficit ( 682,063 ) ( 679,414 ) Total stockholders’ equity (deficit) 535,012 ( 616,521 ) Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit) $ 770,588 $ 290,120 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Table of Contents ChargePoint Holdings, Inc. Condensed Consolidated Statements of Operations (unaudited) Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 (in thousands, except share and per share data) (in thousands, except share and per share data) Revenue Networked charging systems $ 40,874 $ 21,368 $ 67,674 $ 41,025 Subscriptions 12,082 9,811 22,906 18,815 Other 3,165 3,778 6,051 7,893 Total revenue 56,121 34,957 96,631 67,733 Cost of revenue Networked charging systems 35,384 20,408 59,126 39,024 Subscriptions 7,830 4,452 13,470 9,225 Other 2,130 1,069 4,041 2,692 Total cost of revenue 45,344 25,929 76,637 50,941 Gross profit 10,777 9,028 19,994 16,792 Operating expenses Research and development 40,410 17,126 65,784 35,152 Sales and marketing 21,923 10,966 37,897 25,167 General and administrative 22,732 4,466 37,199 9,555 Total operating expenses 85,065 32,558 140,880 69,874 Loss from operations ( 74,288 ) ( 23,530 ) ( 120,886 ) ( 53,082 ) Interest income 25 37 47 280 Interest expense — ( 793 ) ( 1,499 ) ( 1,628 ) Change in fair value of redeemable convertible preferred stock warrant liability — ( 11,516 ) 9,237 ( 10,981 ) Change in fair value of common stock warrant liabilities ( 10,421 ) — 33,340 — Change in fair value of contingent earnout liability — — 84,420 — Transaction costs expensed — — ( 7,031 ) — Other (expense) income, net ( 189 ) 563 ( 174 ) 131 Net loss before income taxes ( 84,873 ) ( 35,239 ) ( 2,546 ) ( 65,280 ) Provision for income taxes 65 48 103 105 Net loss $ ( 84,938 ) $ ( 35,287 ) $ ( 2,649 ) $ ( 65,385 ) Accretion of beneficial conversion feature of redeemable convertible preferred stock — ( 58,625 ) — ( 58,625 ) Cumulative dividends on redeemable convertible preferred stock — — ( 4,292 ) — Deemed dividends attributable to vested option holders — — ( 51,855 ) — Deemed dividends attributable to common stock warrant holders — — ( 110,635 ) — Net loss attributable to common stockholders - Basic $ ( 84,938 ) $ ( 93,912 ) $ ( 169,431 ) $ ( 124,010 ) Gain attributable to earnout shares issued — — ( 84,420 ) — Change in fair value of dilutive warrants ( 7,427 ) — ( 53,540 ) — Net loss attributable to common stockholders - Diluted $ ( 92,365 ) $ ( 93,912 ) $ ( 307,391 ) $ ( 124,010 ) Weighted average shares outstanding - Basic 312,227,526 13,468,677 266,197,482 12,822,481 Weighted average shares outstanding - Diluted 313,602,100 13,468,677 275,577,000 12,822,481 Net loss per share - Basic $ ( 0.27 ) $ ( 6.97 ) $ ( 0.64 ) $ ( 9.67 ) Net loss per share - Diluted $ ( 0.29 ) $ ( 6.97 ) $ ( 1.12 ) $ ( 9.67 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 7 Table of Contents ChargePoint Holdings, Inc. Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 (in thousands) (in thousands) Net loss $ ( 84,938 ) $ ( 35,287 ) $ ( 2,649 ) $ ( 65,385 ) Other comprehensive income (loss): Foreign currency translation adjustment ( 12 ) 92 ( 5 ) 36 Unrealized loss on short-term investments, net of t a x — ( 23 ) — ( 23 ) Other comprehensive (loss) income ( 12 ) 69 ( 5 ) 13 Comprehensive loss $ ( 84,950 ) $ ( 35,218 ) $ ( 2,654 ) $ ( 65,372 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 8 Table of Contents ChargePoint Holdings, Inc. Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) (unaudited) Redeemable Convertible Preferred Stock Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income Accumulated Deficit Total Stockholders’ (Deficit) Equity Shares (1) Amount Shares (1) Amount (in thousands, except share data) Balances as of January 31, 2021 182,934,257 $ 615,697 22,961,032 $ 2 $ 62,736 $ 155 $ ( 679,414 ) $ ( 616,521 ) 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 ) ( 615,697 ) 194,060,336 20 615,677 — — 615,697 Reclassification of Legacy ChargePoint preferred stock warrant liability upon the reverse recapitalization — — — — 66,606 — — 66,606 Issuance of common stock upon the reverse recapitalization, net of issuance costs — — 60,746,989 6 200,460 — — 200,466 Issuance of common stock upon exercise of warrants — — 9,766,774 1 225,375 — — 225,376 Contingent earnout liability recognized upon the closing of the reverse recapitalization — — — — ( 828,180 ) — — ( 828,180 ) Issuance of earnout shares upon triggering events, net of tax withholding — — 17,539,657 2 488,303 — — 488,305 Reclassification of remaining contingent earnout liability upon triggering event — — — — 242,640 — — 242,640 Vesting of early exercised stock options — — — — 78 — — 78 Repurchase of early exercised common stock — — ( 1,588 ) — — — — — Stock-based compensation — — — — 7,577 — — 7,577 Net income — — — — — — 82,289 82,289 Other comprehensive income — — — — — 7 — 7 Balances as of April 30, 2021 — — 305,073,200 31 1,081,272 162 ( 597,125 ) 484,340 Issuance of common stock upon release of restricted stock units — — 652,901 — — — — — Issuance of common stock upon exercise of warrants — — 4,378,568 — 113,608 — — 113,608 Issuance of common stock upon exercise of vested stock options — — 3,292,219 — 1,761 — — 1,761 Issuance of earnout shares upon triggering events, net of tax withholding — — 8,773,596 1 ( 8,081 ) — — ( 8,080 ) Vesting of early exercised stock options — — — — 40 — — 40 Stock-based compensation — — — — 28,293 — — 28,293 Net loss — — — — — — ( 84,938 ) ( 84,938 ) Other comprehensive loss — — — — — ( 12 ) — ( 12 ) Balances as of July 31, 2021 — $ — 322,170,484 $ 32 $ 1,216,893 $ 150 $ ( 682,063 ) $ 535,012 9 Table of Contents Redeemable Convertible Preferred Stock Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Deficit Shares (1) Amount Shares (1) Amount (in thousands, except share data) Balances as of January 31, 2020 160,583,203 $ 520,241 11,918,418 $ 1 $ 20,331 $ 37 ( 482,390 ) $ ( 462,021 ) Issuance of common stock upon exercise of vested stock options — — 1,071,203 — 436 — — 436 Vesting of early exercised stock options — — — — 10 — — 10 Stock-based compensation — — — — 910 — — 910 Net loss — — — — — — ( 30,098 ) ( 30,098 ) Other comprehensive loss — — — — — ( 56 ) — ( 56 ) Balances as of April 30, 2020 160,583,203 520,241 12,989,621 1 21,687 ( 19 ) ( 512,488 ) ( 490,819 ) Issuance of redeemable convertible preferred stock and common warrants, net of issuance costs 21,783,334 92,433 — — — — — — Issuance of common stock warrants in connection with Series H-1 redeemable convertible preferred stock — — — — 31,390 — — 31,390 Beneficial conversion feature in connection with Series H-1 redeemable preferred stock — ( 58,625 ) — — 58,625 — — 58,625 Accretion of beneficial conversion feature in connection with Series H-1 redeemable preferred stock — 58,625 — — ( 58,625 ) — — ( 58,625 ) Issuance of common stock upon exercise of vested stock options — — 1,523,641 — 1,095 — — 1,095 Issuance of common stock related to early exercise of stock options — — 66,440 — — — — — Vesting of early exercised stock options — — — — 1 — — 1 Stock-based compensation — — — — 1,190 — — 1,190 Net loss — — — — — — ( 35,287 ) ( 35,287 ) Other comprehensive income — — — — — 69 — 69 Balances as of July 31, 2020 182,366,537 $ 612,674 14,579,702 $ 1 $ 55,363 $ 50 $ ( 547,775 ) $ ( 492,361 ) (1) 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. 10 Table of Contents ChargePoint Holdings, Inc. Condensed Consolidated Statements of Cash Flows (unaudited) Six Months Ended July 31, 2021 2020 (in thousands) Cash flows from operating activities Net loss $ ( 2,649 ) $ ( 65,385 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 5,576 4,684 Non-cash operating lease cost 1,963 1,749 Stock-based compensation 35,870 2,100 Amortization of deferred contract acquisition costs 829 538 Change in fair value of redeemable convertible preferred stock warrant liability ( 9,237 ) — Change in fair value of common stock warrant liabilities ( 33,340 ) 10,981 Change in fair value of contingent earnout liability ( 84,420 ) — Transaction costs expensed 7,031 — Other 1,236 683 Changes in operating assets and liabilities, net of effect of acquisitions: Accounts receivable, net ( 7,657 ) 16,188 Inventories 5,620 ( 7,427 ) Prepaid expenses and other assets ( 9,325 ) ( 3,335 ) Operating lease liabilities ( 953 ) ( 2,031 ) Accounts payable 9,293 ( 9,324 ) Accrued and other liabilities 3,027 ( 4,054 ) Deferred revenue 15,938 4,564 Net cash used in operating activities ( 61,198 ) ( 50,069 ) Cash flows from investing activities Purchases of property and equipment ( 7,788 ) ( 5,962 ) Maturities of investments — 47,014 Net cash (used in) provided by investing activities ( 7,788 ) 41,052 Cash flows from financing activities Proceeds from issuance of redeemable convertible preferred stock — 92,433 Proceeds from the exercise of public warrants 117,598 31,390 Merger and PIPE financing 511,646 — Payments of transaction costs related to Merger ( 32,468 ) — Payment of tax withholding obligations on settlement of earnout shares ( 20,894 ) — Repayment of borrowings ( 36,051 ) — Proceeds from exercises of vested and unvested stock options 1,759 1,542 Net cash provided by financing activities 541,590 125,365 Effect of exchange rate changes on cash, cash equivalents, and restricted cash ( 6 ) 36 Net increase in cash, cash equivalents, and restricted cash 472,598 116,384 Cash, cash equivalents, and restricted cash at beginning of period 145,891 73,153 Cash, cash equivalents, and restricted cash at end of period $ 618,489 $ 189,537 11 Table of Contents ChargePoint Holdings, Inc. Condensed Consolidated Statements of Cash Flows - (continued) Six Months Ended July 31, 2021 and 2020 (Unaudited) Six Months Ended July 31, 2021 2020 (in thousands) Supplementary cash flow information Cash paid for interest $ 344 $ 1,402 Cash paid for taxes $ 115 $ 105 Supplementary cash flow information on noncash investing and financing activities Accretion of beneficial conversion feature of redeemable convertible preferred stock $ — $ 58,625 Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization $ 615,697 $ — Reclassification of Legacy ChargePoint redeemable convertible preferred stock warrant liability upon the reverse capitalization $ 66,606 $ — Contingent earnout liability recognized upon the closing of the reverse recapitalization $ 828,180 $ — Reclassification of remaining contingent earnout liability upon triggering event $ 242,640 $ — The accompanying notes are an integral part of these condensed consolidated financial statements. 12 Table of Contents ChargePoint Holdings, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 1. Description of Business and Basis of Presentation ChargePoint Holdings, Inc. (“ChargePoint” or the “Company,” “it,” “its”) designs, develops, and markets networked electric vehicle (“EV”) charging system infrastructure (“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. Basis of Presentation The condensed consolidated financial statements and accompanying notes are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting. The 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. 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 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 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 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. 13 Table of Contents ChargePoint Holdings, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 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. 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. 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. 2. 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. 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. 14 Table of Contents ChargePoint Holdings, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 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 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 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 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. 15 Table of Contents ChargePoint Holdings, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) Use of Estimates The preparation of the accompanying condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results and outcomes could differ significantly from the 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. 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. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions. Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents and accounts 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. Accounts receivable are stated at the amount the Company expects to collect. The Company generally does not require collateral or other security in support of accounts receivable. To reduce credit risk, management performs ongoing credit evaluations of its customers’ financial condition. Concentration of credit risk with respect to trade accounts receivable is considered to be limited due to the diversity of the 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 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. 16 Table of Contents ChargePoint Holdings, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) As a result of the COVID-19 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 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; and • (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’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 Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each period. There were no transfers between levels during the periods presented. The Company had no material non-financial assets valued on a non-recurring basis that resulted in an impairment in any period presented. The carrying values of the 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. 17 Table of Contents ChargePoint Holdings, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 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 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 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 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 — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and has since released various amendments including ASU No. 2019-04. 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, 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. 18 Table of Contents ChargePoint Holdings, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 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, 2020. 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. 19 Table of Contents ChargePoint Holdings, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 3. Reverse Recapitalization 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 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 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 basis ; • 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; and • 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. 20 Table of Contents ChargePoint Holdings, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) The number of shares of Common Stock issued immediately following the consummation of the Merger was as follows: Shares Common stock of Switchback, outstanding prior to Merger 39,264,704 Less redemption of Switchback shares ( 33,009 ) Less surrender of Switchback Founder Shares ( 984,706 ) Common stock of Switchback 38,246,989 Shares issued in PIPE 22,500,000 Merger and PIPE financing shares (1) 60,746,989 Legacy ChargePoint shares (2) 217,021,368 Total shares of common stock immediately after Merger 277,768,357 The Merger is accounted for as a reverse recapitalization under U.S. GAAP. 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. Accordingly, for accounting purposes, the financial statements of ChargePoint represent a continuation of the financial statements of Legacy ChargePoint with the Merger being treated as the equivalent of ChargePoint issuing stock for the net assets of Switchback, accompanied by a recapitalization. The net assets of Switchback are stated at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the Merger are presented as those of ChargePoint. All periods prior to the Merger have been retrospectively adjusted using the Exchange Ratio for the equivalent number of shares outstanding immediately after the Merger to effect the reverse recapitalization. Additionally, upon the consummation of the Merger, the Company gave effect to the issuance of 60,746,989 shares of Common Stock for the previously issued Switchback common stock and PIPE Shares that were outstanding at the Closing Date. In connection with the Merger, the Company raised $ 511.6 million of proceeds including the contribution of $ 286.6 million of cash held in 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. (1) 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 (2) 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. 21 Table of Contents ChargePoint Holdings, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 4. Fair Value Measurements The Company’s assets and liabilities that were measured at fair value on a recurring basis were as follows: Fair Value Measured as of July 31, 2021 Level 1 Level 2 Level 3 Total (in thousands) Assets Money market funds $ 454,713 $ — $ — $ 454,713 Total financial assets $ 454,713 $ — $ — $ 454,713 Liabilities Common stock warrant liabilities (Private Placement) $ — $ — $ 26,868 $ 26,868 Total financial liabilities $ — $ — $ 26,868 $ 26,868 Fair Value Measured as of January 31, 2021 Level 1 Level 2 Level 3 Total (in thousands) Assets Money market funds $ 109,703 $ — $ — $ 109,703 Total financial assets $ 109,703 $ — $ — $ 109,703 Liabilities Redeemable convertible preferred stock warrant liability $ — $ — $ 75,843 $ 75,843 Total financial liabilities $ — $ — $ 75,843 $ 75,843 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. 22 Table of Contents ChargePoint Holdings, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments: Redeemable convertible preferred stock warrant liability Private placement warrant liability Earnout liability (in thousands) Fair value as of January 31, 2021 $ ( 75,843 ) $ — $ — Private placement warrant liability acquired as part of the merger — ( 127,888 ) — Contingent earnout liability recognized upon the closing of the reverse recapitalization — — ( 828,180 ) Change in fair value included in other income (expense), net 9,237 49,264 84,420 Reclassification of warrants to stockholders’ equity (deficit) due to exercise — 51,756 — Reclassification of Legacy ChargePoint preferred stock warrant liability upon the reverse capitalization 66,606 — — Issuance of earnout shares upon triggering events — — 501,120 Reclassification of remaining contingent earnout liability upon triggering event — — 242,640 Fair value as of July 31, 2021 $ — $ ( 26,868 ) $ — 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). 5. Composition of Certain Financial Statement Items Inventories Inventories consisted of the following: July 31, 2021 January 31, 2021 (in thousands) Raw materials $ 8,421 $ 13,029 Work-in-progress — 68 Finished goods 19,495 20,495 Total Inventories $ 27,916 $ 33,592 23 Table of Contents ChargePoint Holdings, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) Property and equipment, net Property and equipment, net consisted of the following: July 31, 2021 January 31, 2021 (in thousands) Furniture and fixtures $ 899 $ 1,594 Computers and software 5,843 5,384 Machinery and equipment 12,140 10,605 Tooling 9,666 7,705 Leasehold improvements 9,680 9,398 Owned and operated systems 20,582 17,703 Construction in progress 2,760 2,462 61,570 54,851 Less: Accumulated depreciation ( 29,305 ) ( 24,863 ) Total Property and Equipment, Net $ 32,265 $ 29,988 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 Accrued and other current liabilities consisted of the following: July 31, 2021 January 31, 2021 (in thousands) Accrued expenses $ 19,113 $ 18,404 Refundable customer deposits 7,488 6,482 Taxes payable 6,495 5,213 Payroll and related expenses 7,372 7,547 Warranty accruals 3,100 3,000 Operating lease liabilities, current 3,130 2,393 Other liabilities 5,282 4,123 Total Accrued and Other Current Liabilities $ 51,980 $ 47,162 24 Table of Contents ChargePoint Holdings, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) Revenue Revenue consisted of the following: Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 (in thousands) (in thousands) United States $ 51,109 $ 32,347 $ 86,219 $ 62,638 Rest of World 5,012 2,610 10,412 5,095 Total revenue $ 56,121 $ 34,957 $ 96,631 $ 67,733 6. Debt 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. 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. 7. Commitments and Contingencies Purchase Commitments Open purchase commitments are for the purchase of goods and services related to, but not limited to, manufacturing, facilities, and professional services under non-cancellable contracts. As of 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. 25 Table of Contents ChargePoint Holdings, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 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 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. Legal costs are expensed as incurred. 26 Table of Contents ChargePoint Holdings, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 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. While litigation is inherently unpredictable, the Company believes it has valid defenses with respect to the legal matters pending a g ainst it. Nevertheless, the condensed consolidated financial statements could be materially adversely affected in a particular period by the resolution of one or more of these contingencies. Liabilities established to provide for contingencies are adjusted as further information develops, circumstances change, or contingencies are resolved; and such changes are recorded in the accompanying condensed consolidated statements of operations during the period of the change and reflected in accrued and other current liabilities on the accompanying condensed consolidated balance sheets. Guarantees and Indemnifications 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. 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. Leases 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. 27 Table of Contents ChargePoint Holdings, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) The following table presents future payments of lease liabilities under the Company’s non-cancelable operating leases as of July 31, 2021 (in thousands): (in thousands) 2022 (remaining six months) $ 2,759 2023 5,111 2024 4,329 2025 4,153 2026 3,837 Thereafter 13,871 Total undiscounted operating lease payments 34,060 Less: imputed interest ( 9,348 ) Total operating lease liabilities 24,712 Less: current portion of operating lease liabilities ( 3,130 ) Operating lease liabilities, noncurrent $ 21,582 8. Common Stock 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 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: July 31, 2021 Stock options issued and outstanding 26,401,717 Restricted stock units outstanding 4,017,149 Common stock warrants outstanding 39,249,702 Shares available for grant under 2021 Equity Incentive Plan 40,878,653 Shares available for grant under 2021 ESPP 8,177,683 Total shares of common stock reserved 118,724,904 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. 28 Table of Contents ChargePoint Holdings, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 9. Stock Warrants and Earnout 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: February 26, 2021 (Merger Date) January 31, 2021 Expected volatility 84.3 % 80.5 % Risk-free interest rate 0.0 % 0.1 % Dividend rate 0.0 % 0.0 % Expected term (years) 0.0 1.4 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 (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 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: 29 Table of Contents ChargePoint Holdings, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) July 31, 2021 February 26, 2021 Market price of public stock $ 23.65 $ 30.83 Exercise price $ 11.50 $ 11.50 Expected term (years) 4.6 5.0 Volatility 70.2 % 73.5 % Risk-free interest rate 0.6 % 0.8 % Dividend rate 0.0 % 0.0 % Public Warrants The Public Warrants may only be exercised for a whole number of shares. The Public Warrants became exercisable 30 days after the completion of the 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 244,481 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: Legacy Common and Preferred Stock Warrants (1) Private Placement Warrants Public Warrants Total Common Stock Warrants (1) Outstanding as of January 31, 2021 38,761,031 — — 38,761,031 Common Stock Warrants as Part of the Merger — 6,521,568 10,470,562 16,992,130 Warrants Exercised ( 1,685,185 ) ( 4,347,712 ) ( 10,226,081 ) ( 16,258,978 ) Warrants Redeemed — — ( 244,481 ) ( 244,481 ) Outstanding as of July 31, 2021 37,075,846 2,173,856 — 39,249,702 (1) 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 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. 30 Table of Contents ChargePoint Holdings, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 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. March 12, 2021 February 26, 2021 Current stock price $ 27.84 $ 30.83 Expected volatility 72.00 % 71.60 % Risk-free interest rate 0.85 % 0.75 % Dividend rate 0.00 % 0.00 % Expected term (years) 4.96 5.00 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 . No further Earnout Shares remained contingently issuable as of July 31, 2021. 10. 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 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. 31 Table of Contents ChargePoint Holdings, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 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: Number of Stock Option Awards Weighted Average Exercise Price Weighted Average Remaining Contractual term (in years) Aggregate Intrinsic Value (in thousands) Outstanding as of January 31, 2021 30,166,792 $ 0.71 7.3 $ 1,064,539 Options exercised ( 3,292,219 ) $ 0.53 Options forfeited ( 452,893 ) $ 0.73 Options expired ( 19,963 ) $ 53.22 Outstanding as of July 31, 2021 26,401,717 $ 0.69 7.0 $ 606,280 Options vested and expected to vest as of July 31, 2021 25,667,621 $ 0.69 7.0 $ 589,470 Exercisable as of July 31, 2021 16,457,228 $ 0.66 6.3 $ 378,402 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: Number of Shares Weighted Average Grant Date Fair Value per Share Outstanding as of January 31, 2021 — $ — RSU granted 4,680,439 $ 27.38 RSU vested ( 652,901 ) $ 27.30 RSU forfeited ( 10,389 ) $ 27.30 Outstanding as of July 31, 2021 4,017,149 $ 27.40 32 Table of Contents ChargePoint Holdings, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 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 July 31, Six Months Ended July 31, 2021 2020 2021 2020 (in thousands) (in thousands) Cost of revenue $ 2,164 $ 41 $ 2,188 $ 64 Research and development 13,682 454 14,357 757 Sales and marketing 4,169 356 4,767 655 General and administrative 8,278 339 14,558 624 Total stock-based compensation expense $ 28,293 $ 1,190 $ 35,870 $ 2,100 33 Table of Contents ChargePoint Holdings, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 11. Income Taxes 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 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 laws. The Company did not receive a stimulus payment related to the CARES Act. 12. 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 Company’s Board of Directors. The following revenue transactions took place between the Company and Daimler during the periods presented: Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 (in thousands) (in thousands) Daimler $ 2,071 $ 850 $ 3,406 $ 1,576 Revenue from related parties $ 2,071 $ 850 $ 3,406 $ 1,576 Related party accounts receivable as of July 31, 2021 and January 31, 2021 from Daimler was $ 2.5 million and $ 1.2 million, respectively. 34 Table of Contents ChargePoint Holdings, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 13. Basic and Diluted Net Loss per Share 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 July 31, Six Months Ended July 31, 2021 2020 2021 2020 (in thousands, except share and per share data) (in thousands, except share and per share data) Numerator: Net income (loss) $ ( 84,938 ) $ ( 35,287 ) $ ( 2,649 ) $ ( 65,385 ) Adjust: Accretion of beneficial conversion feature of redeemable convertible preferred stock — ( 58,625 ) — ( 58,625 ) Adjust: Cumulative dividends on redeemable convertible preferred stock — — ( 4,292 ) — Adjust: Deemed dividends attributable to vested option holders — — ( 51,855 ) — Adjust: Deemed dividends attributable to common stock warrant holders — — ( 110,635 ) — Net loss attributable to common stockholders - Basic ( 84,938 ) ( 93,912 ) ( 169,431 ) ( 124,010 ) Less: Gain attributable to earnout shares issued — — ( 84,420 ) — Less: Change in fair value of dilutive warrants ( 7,427 ) — ( 53,540 ) — Net loss attributable to common stockholders - Diluted $ ( 92,365 ) $ ( 93,912 ) $ ( 307,391 ) $ ( 124,010 ) Denominator: Weighted average common shares outstanding 312,465,016 13,537,501 266,473,703 12,822,481 Less: Weighted-average unvested restricted shares and shares subject to repurchase ( 237,490 ) ( 68,824 ) ( 276,221 ) — Weighted average shares outstanding - Basic 312,227,526 13,468,677 266,197,482 12,822,481 Add: Earnout Shares under the treasury stock method — — 7,464,203 — Add: Public and Private Placement Warrants under the treasury stock method 1,374,574 — 1,915,315 — Weighted average shares outstanding - Diluted 313,602,100 13,468,677 275,577,000 12,822,481 Net loss per share - Basic $ ( 0.27 ) $ ( 6.97 ) $ ( 0.64 ) $ ( 9.67 ) Net loss per share - Diluted $ ( 0.29 ) $ ( 6.97 ) $ ( 1.12 ) $ ( 9.67 ) 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. 35 Table of Contents ChargePoint Holdings, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 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: July 31, 2021 July 31, 2020 Redeemable convertible preferred stock (on an as-converted basis) — 192,469,995 Options to purchase common stock 26,401,717 39,463,877 Restricted stock units 4,017,149 — Unvested early exercised common stock options 211,464 102,781 Common stock and preferred stock warrants 37,075,846 38,193,342 Total potentially dilutive common share equivalents 67,706,176 270,229,995 14. Acquisitions 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. has•to•be is an Austria-based e-mobility 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 Euro 75.0 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 805-10-50, the Company is not able to include certain required disclosures in its quarterly report on Form 10-Q 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. 36 Table of Contents