What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2021-02-10 compared with 2020-03-30 · 1992 added, 1364 removed, 73 unchanged (98% of the section changed)

8 unchanged sentences

and you could lose all or part of your investment.

are a recently formed company with no operating history and no revenues (other than interest earned on the funds held in the Trust

Account), and you have no basis on which to evaluate our ability to achieve our business objective.

are a recently formed company with no operating results.

Because we lack an operating history, you have no basis upon which to

evaluate our ability to achieve our business objective of completing our initial business combination with one or more target

We may be unable to complete our business combination.

If we fail to complete our business combination, we will never

generate any operating revenues.

public stockholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete

our initial business combination even though a majority of our public stockholders do not support such a combination.

may choose not to hold a stockholder vote to approve our initial business combination if the business combination would not require

stockholder approval under applicable law or stock exchange listing requirements.

Except as required by applicable law or stock

exchange requirement, the decision as to whether we will seek stockholder approval of a proposed business combination or will

allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based

on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require

us to seek stockholder approval.

Accordingly, we may complete our initial business combination even if holders of a majority of

our public shares do not approve of the business combination we complete.

Please refer to “Part I, Item 1.

Business —

Stockholders May Not Have the Ability to Approve Our Initial Business Combination”

for additional information.

only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of

your right to redeem your shares from us for cash.

our board of directors may complete a business combination without seeking stockholder approval, public stockholders may not have

the right or opportunity to vote on the business combination, unless we seek such stockholder approval.

Accordingly, if we do

not seek stockholder approval, your only opportunity to affect the investment decision regarding a potential business combination

may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth

in our tender offer documents mailed to our public stockholders in which we describe our initial business combination.

we seek stockholder approval of our initial business combination, our initial stockholders and management team have agreed to

vote in favor of such initial business combination, regardless of how our public stockholders vote.

initial stockholders own 20.3% of our outstanding shares of common stock.

Our initial stockholders and management team also may

from time to time purchase shares of Class A common stock prior to our initial business combination.

Our amended and restated

certificate of incorporation provides that, if we seek stockholder approval of an initial business combination, such initial business

combination will be approved if we receive the affirmative vote of a majority of the shares voted at such meeting, including the

Founder Shares.

Accordingly, if we seek stockholder approval of our initial business combination, the agreement by our initial

stockholders and management team to vote in favor of our initial business combination will increase the likelihood that we will

receive the requisite stockholder approval for such initial business combination.

ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential

business combination targets, which may make it difficult for us to enter into a business combination with a target.

may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition

that we have a minimum net worth or a certain amount of cash.

If too many public stockholders exercise their redemption rights,

we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination.

Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than

$5,000,001 (so that we are not subject to the SEC’s “penny stock”

Consequently, if accepting all properly

submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary

to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination

and may instead search for an alternate business combination.

Prospective targets will be aware of these risks and, thus, may

be reluctant to enter into a business combination transaction with us.

ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us

to complete the most desirable business combination or optimize our capital structure.

the time we enter into an agreement for our initial business combination, we will not know how many stockholders may exercise

their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares

that will be submitted for redemption.

If our business combination agreement requires us to use a portion of the cash in the Trust

Account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion

of the cash in the Trust Account to meet such requirements, or arrange for third party financing.

In addition, if a larger number

of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater

portion of the cash in the Trust Account or arrange for third party financing.

Raising additional third-party financing may involve

dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels.

The above considerations may limit

our ability to complete the most desirable business combination available to us or optimize our capital structure.

of the deferred underwriting discounts and commissions payable to the underwriters will not be adjusted for any shares that are

redeemed in connection with a business combination.

The per-share amount we will distribute to stockholders who properly exercise

their redemption rights will not be reduced by the deferred underwriting discounts and commissions and after such redemptions,

the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting discounts and commissions.

ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the

probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order

to redeem your stock.

our business combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or

requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful

is increased.

If our initial business combination is unsuccessful, you would not receive your pro rata portion of the Trust Account

until we liquidate the Trust Account.

If you are in need of immediate liquidity, you could attempt to sell your stock in the open

however, at such time our stock may trade at a discount to the pro rata amount per share in the Trust Account.

situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption

until we liquidate or you are able to sell your stock in the open market.

requirement that we complete our initial business combination within 24 months after the closing of our Public Offering may give

potential target businesses leverage over us in negotiating a business combination and may limit the time we have to conduct due

diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability

to complete our business combination on terms that would produce value for our stockholders.

potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete

our initial business combination within 24 months from the closing of our Public Offering.

Consequently, such target business

may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination

with that particular target business, we may be unable to complete our initial business combination with any target business.

This risk will increase as we get closer to the timeframe described above.

In addition, we may have limited time to conduct due

diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

may not be able to complete our initial business combination within 24 months after the closing of our Public Offering, in which

case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.

may not be able to find a suitable target business and complete our initial business combination within 24 months after the closing

of our Public Offering.

Our ability to complete our initial business combination may be negatively impacted by general market

conditions, volatility in the capital and debt markets and the other risks described herein.

If we have not completed our initial

business combination within such time period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly

as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable

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

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

dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public

stockholders’

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

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

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

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

we seek stockholder approval of our initial business combination, our Sponsor, directors, officers, advisors and their affiliates

may elect to purchase shares or Warrants from public stockholders or public warrantholders, which may influence a vote on a proposed

business combination and reduce the public “float”

of our Class A common stock.

we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business

combination pursuant to the tender offer rules, our Sponsor, directors, officers, advisors or their affiliates may purchase shares

or Warrants or a combination thereof in privately negotiated transactions or in the open market either prior to or following the

completion of our initial business combination, although they are under no obligation to do so.

However, other than as expressly

stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any

terms or conditions for any such transactions.

None of the funds in the Trust Account will be used to purchase shares or Warrants

in such transactions.

the event that our Sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions

from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required

to revoke their prior elections to redeem their shares.

The purpose of any such purchases of shares could be to vote such shares

in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination

or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount

of cash at the closing of our business combination, where it appears that such requirement would otherwise not be met.

of any such purchases of Warrants could be to reduce the number of Warrants outstanding or to vote such Warrants on any matters

submitted to the warrantholders for approval in connection with our initial business combination.

Any such purchases of our securities

may result in the completion of our business combination that may not otherwise have been possible.

Any such purchases will be

reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent the purchasers are subject to such reporting

requirements.

See “Part I, Item 1.

Business —

Permitted Purchases of our Securities”

for a description of how

our Sponsor, directors, officers, advisors or any of their affiliates will select which stockholders to purchase securities from

in any private transaction.

addition, if such purchases are made, the public “float”

of our Class A common stock or Warrants and the number of

beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing

or trading of our securities on a national securities exchange.

a stockholder fails to receive notice of our offer to redeem our public shares in connection with our business combination, or

fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our business

Despite our compliance with these rules, if a stockholder fails to receive our proxy solicitation or tender offer

materials, as applicable, such stockholder may not become aware of the opportunity to redeem its shares.

In addition, the proxy

solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with

our initial business combination will describe the various procedures that must be complied with in order to validly redeem or

tender public shares.

For example, we may require our public stockholders seeking to exercise their redemption rights, whether

they are record holders or hold their shares in “street name,”

to either tender their certificates to our transfer

agent prior to the date set forth in the proxy solicitation or tender offer materials mailed to such holders, or up to two business

days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver

their shares to the transfer agent electronically.

In the event that a stockholder fails to comply with these or any other procedures,

its shares may not be redeemed.

will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances.

to liquidate your investment, you may be forced to sell your public shares or Warrants, potentially at a loss.

public stockholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of:

(i) the redemption

of any public shares properly submitted in connection with our completion of an initial business combination (including the release

of funds to pay any amounts due to any public stockholders who properly exercise their redemption rights in connection therewith),

(ii) the redemption of any public shares properly submitted in connection with a stockholder vote to approve an amendment to our

amended and restated certificate of incorporation that would affect the substance or timing of our obligation to redeem 100% of

our public shares if we have not consummated an initial business combination within 24 months from the closing of our Public Offering,

or (iii) the redemption of our public shares if we are unable to complete an initial business combination within 24 months from

the closing of our Public Offering, subject to applicable law and as further described herein.

In addition, if we are unable to

complete an initial business combination within 24 months from the closing of our Public Offering for any reason, compliance with

Delaware law may require that we submit a plan of dissolution to our then-existing stockholders for approval prior to the distribution

of the proceeds held in the Trust Account.

In that case, public stockholders may be forced to wait beyond 24 months from the closing

of our Public Offering before they receive funds from the Trust Account.

In no other circumstances will a public stockholder have

any right or interest of any kind in the Trust Account.

Holders of Warrants will not have any right to the proceeds held in the

Trust Account with respect to the Warrants.

Accordingly, to liquidate your investment, you may be forced to sell your public shares

or Warrants, potentially at a loss.

NYSE may delist our securities from trading on its exchange, which could limit investors’

ability to make transactions in

our securities and subject us to additional trading restrictions.

cannot assure you that our securities will continue to be listed on the NYSE in the future or prior to our initial business combination.

In order to continue listing our securities on the NYSE prior to our initial business combination, we must maintain certain financial,

distribution and stock price levels.

Generally, we must maintain a minimum market capitalization ($50 million in the aggregate

and $40 million of publicly-held shares) and a minimum number of holders of our securities (300 public holders).

Factor Summary

Related to ChargePoint

● ChargePoint

is an early stage company with a history of losses, and expects to incur significant

expenses and continuing losses for the near term.

ChargePoint fails to manage growth effectively, its business, operating results and financial

condition could be affected.

● ChargePoint

currently faces competition from a number of companies, particularly in Europe, and expects

to face significant competition in the future as the market for electric vehicle (“EV”)

charging develops.

members of ChargePoint’s management have limited experience in operating a public

to fuel economy standards or the success of alternate fuels may negatively impact the

EV market and thus the demand for ChargePoint’s products and services.

● ChargePoint’s

future growth and success is highly correlated with and thus dependent upon the continuing

rapid adoption of EVs for passenger and fleet applications.

reduction, modification, or elimination of rebates, tax credits and other financial incentives

from governments, utilities and others to offset the purchase or operating cost of EVs

and EV charging stations could cause reduced demand for EVs and EV charging stations,

which would adversely affect ChargePoint’s financial results.

EV charging market is characterized by rapid technological change, which requires ChargePoint

to continue to develop new products and product innovations.

Any delays in such developments

could adversely affect market adoption of its products and ChargePoint’s financial

● ChargePoint’s

business may be adversely affected if it is unable to protect its technology and intellectual

property from unauthorized use by third parties.

● ChargePoint’s

business will depend upon customers renewing their services subscriptions.

do not continue to use its subscription offerings or if they fail to add more stations,

its business and operating results will be adversely affected.

● ChargePoint’s

financial condition and results of operation are likely to fluctuate on a quarterly basis

in future periods, which could cause its results for a particular period to fall below

expectations, resulting in a decline in the price of the post-combination company’s

common stock.

ChargePoint will incur significant increased expenses and administrative burdens as a

public company, which could have an adverse effect on its business, financial condition

and results of operations.

Related to Switchback

are a newly incorporated company with no operating history and no revenues, and you have

no basis on which to evaluate our ability to achieve our business objective.

performance by our management team and NGP may not be indicative of future performance

of an investment in us.

public stockholders may not be afforded an opportunity to vote on an alternate business

combination, which means we may complete an initial business combination even though

a majority of our public stockholders do not support such combination.

only opportunity to affect the investment decision regarding a potential business combination

may be limited to the exercise of your right to redeem your shares from us for cash.

we seek stockholder approval of an initial business combination, as we plan to do for

the proposed Business Combination, our initial stockholders and management team have

agreed to vote in favor of such initial business combination, regardless of how our public

stockholders vote.

ability of our public stockholders to redeem their shares for cash may make our financial

condition unattractive to potential business combination targets, which may make it difficult

for us to enter into a business combination with a target.

ability of our public stockholders to exercise redemption rights with respect to a larger

number of our shares could increase the probability that our initial business combination

would be unsuccessful and that you would have to wait for liquidation in order to redeem

requirement that we complete our initial business combination within the prescribed timeframe

may give potential target businesses leverage over us in negotiating a business combination

and may limit the time we have to conduct due diligence on potential business combination

targets as we approach our dissolution deadline, which could undermine our ability to

complete our business combination on terms that would produce value for our stockholders.

target with which we ultimately consummate a business combination, including ChargePoint

as contemplated by the proposed Business Combination, may be materially adversely affected

by the recent coronavirus (“COVID-19”) outbreak and the status of debt and

equity markets.

a stockholder fails to receive notice of our offer to redeem our public shares in connection

with our business combination, or fails to comply with the procedures for tendering its

shares, such shares may not be redeemed.

● Shareholders

have no rights or interests in funds from the trust account, except under certain limited

circumstances.

Therefore, to liquidate your investment, you may be forced to sell your

public shares or warrants, potentially for a loss.

we are unable to complete the Business Combination or an alternate initial business combination,

our public stockholders may receive only their pro rata portion of the funds in the trust

account that are available for distribution to public stockholders, and our warrants

will expire without value to the holder.

other risks and uncertainties discussed in “Risk Factors”

and elsewhere in

this Annual Report on Form 10-K.

Related to ChargePoint’s Business

is an early stage company with a history of losses, and expects to incur significant expenses and continuing losses for the near

incurred a net loss of $134.3 million for the year ended January 31, 2020 and as of January 31, 2020, ChargePoint

had an accumulated deficit of approximately $482.4 million.

ChargePoint believes it will continue to incur operating and

net losses each quarter for the near term.

Even if it achieves profitability, there can be no assurance that it will be able maintain

profitability in the future.

ChargePoint’s potential profitability is particularly dependent upon the continued adoption

of EV’s by consumers and fleet operators, the widespread adoption of electric trucks and other vehicles and other electric

transportation modalities, which may not occur.

has experienced rapid growth and expects to invest in growth for the foreseeable future.

If it fails to manage growth effectively,

its business, operating results and financial condition could be adversely affected.

has experienced rapid growth in recent periods.

For example, the number of employees has grown from 587 as of January 31,

2019 to 743 as of January 31, 2020, including 54 employees in Europe as of January 31, 2019 to 77 as of January 31,

The growth and expansion of its business has placed and continues to place a significant strain on management, operations,

financial infrastructure and corporate culture.

In the event of further growth, ChargePoint’s information technology systems

and ChargePoint’s internal control over financial reporting and procedures may not be adequate to support its operations

and may introduce opportunities for data security incidents that may interrupt business operations and permit bad actors to obtain

unauthorized access to business information or misappropriate funds.

ChargePoint may also face risks to the extent such bad actors

infiltrate the information technology infrastructure of its contractors.

manage growth in operations and personnel, ChargePoint will need to continue to improve its operational, financial and management

controls and reporting systems and procedures.

Failure to manage growth effectively could result in difficulty or delays in attracting

new customers, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new products and

services or enhancing existing products and services, loss of customers, information security vulnerabilities or other operational

difficulties, any of which could adversely affect its business performance and operating results.

currently faces competition from a number of companies, particularly in Europe, and expects to face significant competition in

the future as the market for EV charging develops.

EV charging market is relatively new and competition is still developing.

ChargePoint primarily competes with smaller providers

of EV charging station networks for installations, particularly in Europe.

Large early stage markets, such as Europe, require

early engagement across verticals and customers to gain market share, and ongoing effort to scale channels, installers, teams

and processes.

Some European customers require solutions not yet available and ChargePoint’s recent entrance into Europe

requires establishing itself against existing competitors.

In addition, there are multiple competitors in Europe with limited

funding, which could cause poor experiences, hampering overall EV adoption or trust in any particular provider.

addition, there are other means for charging EVs, which could affect the level of demand for onsite charging capabilities at businesses.

For example, Tesla Inc.

continues to build out its supercharger network across the United States for its vehicles, which

could reduce overall demand for EV charging at other sites.

Also, third-party contractors can provide basic electric charging

capabilities to potential customers seeking to have on premise EV charging capability as well as for home charging.

many EV charging manufacturers, including ChargePoint, are offering home charging equipment, which could reduce demand for on

premise charging capabilities of potential customers and reduce the demand for onsite charging capabilities if EV owners find

charging at home to be sufficient.

ChargePoint’s current or potential competitors may be acquired by third parties with greater available resources.

competitors may be able to respond more quickly and effectively than ChargePoint to new or changing opportunities, technologies,

standards or customer requirements and may have the ability to initiate or withstand substantial price competition.

competitors may in the future establish cooperative relationships with vendors of complementary products, technologies or services

to increase the availability of their solutions in the marketplace.

This competition may also materialize in the form of costly

intellectual property disputes or litigation.

competitors or alliances may emerge in the future that have greater market share, more widely adopted proprietary technologies,

greater marketing expertise and greater financial resources, which could put ChargePoint at a competitive disadvantage.

competitors could also be better positioned to serve certain segments of ChargePoint’s current or future target markets,

which could create price pressure.

In light of these factors, even if ChargePoint’s offerings are more effective and higher

quality than those of its competitors, current or potential customers may accept competitive solutions.

If ChargePoint fails to

adapt to changing market conditions or continue to compete successfully with current charging providers or new competitors, its

growth will be limited which would adversely affect its business and results of operations.

faces risks related to health pandemics, including the recent coronavirus pandemic, which could have a material adverse effect

on its business and results of operations.

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 has led to reduced economic

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.

Any sustained downturn

in demand for EVs would harm ChargePoint’s business.

pandemic has resulted in government authorities implementing numerous measures to try to contain the virus, such as travel bans

and restrictions, quarantines, stay-at-home or shelter-in-place orders and business shutdowns.

These measures may adversely

impact ChargePoint’s employees and operations and the operations of its customers, suppliers, vendors and business partners,

and may negatively impact demand for EV charging stations, particularly at workplaces.

These measures by government authorities

may remain in place for a significant period of time and may adversely affect manufacturing and building plans, sales and marketing

activities, business and results of operations.

has modified its business practices by recommending that all non-essential personnel work from home and cancelling or reducing

physical participation in sales activities, meetings, events and conferences.

ChargePoint has also implemented additional safety

protocols for essential workers, has implemented cost cutting measures in order to reduce its operating costs, and 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.

There is no certainty that such actions will be sufficient to mitigate the risks posed

by the virus or otherwise be satisfactory to government authorities.

If significant portions of ChargePoint’s workforce

are unable to work effectively, including due to illness, quarantines, social distancing, government actions or other restrictions

in connection with the COVID-19 pandemic, its operations will be negatively impacted.

Furthermore, if significant portions

of its customers’

or potential customers’

workforces are subject to stay at home orders or otherwise have substantial

numbers of their employees working remotely for sustained periods of time, user demand for charging stations and services will

extent to which the COVID-19 pandemic impacts ChargePoint’s business, prospects and results of operations will depend

on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread

of the pandemic, its severity, the actions to contain the virus or treat its impact, and when and to what extent normal economic

and operating activities can resume.

The COVID-19 pandemic could limit the ability of customers, suppliers, vendors and business

partners to perform, including third-party suppliers’

ability to provide components and materials used in charging

stations or in providing installation or maintenance services.

Even after the COVID-19 pandemic has subsided, ChargePoint

may continue to experience an adverse impact to its business as a result of its global economic impact, including any recession

that has occurred or may occur in the future.

Specifically, difficult macroeconomic conditions, such as decreases in per capita

income and level of disposable income, increased and prolonged unemployment or a decline in consumer confidence as a result of

the COVID-19 pandemic, as well as reduced spending by businesses, could each have a material adverse effect on the demand

for ChargePoint’s products and services.

relies on a limited number of suppliers and manufacturers for its charging stations.

A loss of any of these partners could negatively

affect its business.

relies on a limited number of suppliers to manufacture its charging stations, including in some cases only a single supplier for

some products and components.

This reliance on a limited number of manufacturers increases ChargePoint’s risks, since it

does not currently have proven reliable alternative or replacement manufacturers beyond these key parties.

In the event of interruption,

it may not be able to increase capacity from other sources or develop alternate or secondary sources without incurring material

additional costs and substantial delays.

Thus, ChargePoint’s business could be adversely affected if one or more of its

suppliers is impacted by any interruption at a particular location.

ChargePoint experiences a significant increase in demand for its charging stations, or if it needs to replace an existing supplier,

it may not be possible to supplement or replace them on acceptable terms, which may undermine its ability to deliver products

to customers in a timely manner.

For example, it may take a significant amount of time to identify a manufacturer that has the

capability and resources to build charging stations in sufficient volume.

Identifying suitable suppliers and manufacturers could

be an extensive process that requires ChargePoint to become satisfied with their quality control, technical capabilities, responsiveness

and service, financial stability, regulatory compliance, and labor and other ethical practices.

Accordingly, a loss of any significant

suppliers or manufacturers could have an adverse effect on ChargePoint’s business, financial condition and operating results.

ChargePoint’s

business is subject to risks associated with construction, cost overruns and delays, and other contingencies that may arise in

the course of completing installations, and such risks may increase in the future as ChargePoint expands the scope of such services

with other parties.

does not typically install charging stations at customer sites.

These installations are typically performed by ChargePoint partners

or electrical contractors with an existing relationship with the customer and/or knowledge of the site.

The installation of charging

stations at a particular site is generally subject to oversight and regulation in accordance with state and local laws and ordinances

relating to building codes, safety, environmental protection and related matters, and typically requires various local and other

governmental approvals and permits that may vary by jurisdiction.

In addition, building codes, accessibility requirements or regulations

may hinder EV charger installation because they end up costing the developer or installer more in order to meet the code requirements.

Meaningful delays or cost overruns may impact ChargePoint’s recognition of revenue in certain cases and/or impact customer

relationships, either of which could impact ChargePoint’s business and profitability.

ChargePoint may in the future elect to install charging stations at customer sites or manage contractors, likely as part of offering

customers a turnkey solution.

Working with contractors may require ChargePoint to obtain licenses or require it or its customers

to comply with additional rules, working conditions and other union requirements, which can add costs and complexity to an installation

In addition, if these contractors are unable to provide timely, thorough and quality installation-related services,

customers could fall behind their construction schedules leading to liability to ChargePoint or cause customers to become dissatisfied

with the solutions ChargePoint offers.

ChargePoint to date has not made material acquisitions, should it pursue acquisitions in the future, it would be subject to risks

associated with acquisitions.

may acquire additional assets, products, technologies or businesses that are complementary to its existing business.

of identifying and consummating acquisitions and the subsequent integration of new assets and businesses into ChargePoint’s

own business would require attention from management and could result in a diversion of resources from its existing business,

which in turn could have an adverse effect on its operations.

Acquired assets or businesses may not generate the expected financial

Acquisitions could also result in the use of cash, potentially dilutive issuances of equity securities, the occurrence

of goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities

of the acquired business.

ChargePoint is unable to attract and retain key employees and hire qualified management, technical, engineering and sales personnel,

its ability to compete and successfully grow its business would be harmed.

ChargePoint’s

success depends, in part, on its continuing ability to identify, hire, attract, train and develop and retain highly qualified

The inability to do so effectively would adversely affect its business.

for employees can be intense, particularly in Silicon Valley where ChargePoint is headquartered, and the ability to attract, hire

and retain them depends on ChargePoint’s ability to provide competitive compensation.

ChargePoint may not be able to attract,

assimilate, develop or retain qualified personnel in the future, and failure to do so could adversely affect its business, including

the execution of its global business strategy.

is expanding operations internationally, which will expose it to additional tax, compliance, market and other risks.

ChargePoint’s

primary operations are in the United States and it maintains contractual relationships with parts and manufacturing suppliers

in Asia, Mexico and other locations.

Also, ChargePoint is continuing to invest to increase its presence in Europe and to expand

a primarily software development team in India.

Managing this expansion requires additional resources and controls, and could

subject ChargePoint to risks associated with international operations, including:

with applicable business customs, including translation into foreign languages and associated

of availability of government incentives and subsidies;

in arranging, and availability of, financing for customers;

changes to its established business model;

of alternative power sources, which could vary meaningfully outside the United States;

● difficulties

in staffing and managing foreign operations in an environment of diverse culture, laws,

and customers, and the increased travel, infrastructure, and legal and compliance costs

associated with international operations;

● installation

driving habits and transportation modalities in other markets;

levels of demand among commercial, fleet and residential customers;

with multiple, potentially conflicting and changing governmental laws, regulations, certifications,

and permitting processes including environmental, banking, employment, tax, information

security, privacy, and data protection laws and regulations such as the European Union

(the “EU”) General Data Protection Regulation (“GDPR”), national

legislation implementing the same and changing requirements for legally transferring

data out of the European Economic Area;

and foreign anti-bribery laws including the Foreign Corrupt Practices

Act (“FCPA”) and the United Kingdom Anti-Bribery Act;

products to various international regulatory and safety requirements as well as charging

and other electric infrastructures;

in establishing, staffing and managing foreign operations;

● difficulties

in collecting payments in foreign currencies and associated foreign currency exposure;

● restrictions

on repatriation of earnings;

with potentially conflicting and changing laws of taxing jurisdictions and compliance

with applicable U.S.

tax laws as they relate to international operations, the complexity

and adverse consequences of such tax laws, and potentially adverse tax consequences due

to changes in such tax laws;

economic and political conditions.

a result of these risks, ChargePoint’s current expansion efforts and any potential future international expansion efforts

may not be successful.

members of ChargePoint’s management have limited experience in operating a public company.

of ChargePoint’s executive officers have limited experience in the management of a publicly-traded company.

The management

team may not successfully or effectively manage the transition to a public company that will be subject to significant regulatory

oversight and reporting obligations under federal securities laws.

Their limited experience in dealing with the increasingly complex

laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their

time may be devoted to these activities, which will result in less time being devoted to the management and growth of the company.

ChargePoint may not have adequate personnel with the appropriate level of knowledge, experience and training in the accounting

policies, practices or internal control over financial reporting required of public companies.

The development and implementation

of the standards and controls and the hiring of experienced personnel necessary to achieve the level of accounting standards required

of a public company may require costs greater than expected.

may need to raise additional funds and these funds may not be available when needed.

may need to raise additional capital in the future to further scale its business and expand to additional markets.

may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit

from government or financial institutions.

ChargePoint cannot be certain that additional funds will be available on favorable

terms when required, or at all.

If ChargePoint cannot raise additional funds when needed, its financial condition, results of

operations, business and prospects could be materially and adversely affected.

If ChargePoint raises funds through the issuance

of debt securities or through loan arrangements, the terms of which could require significant interest payments, contain covenants

that restrict ChargePoint’s business, or other unfavorable terms.

In addition, to the extent ChargePoint raises funds through

the sale of additional equity securities, ChargePoint stockholders would experience additional dilution.

ChargePoint’s

headquarters and other facilities are located in an active earthquake zone;

an earthquake or other types of natural disasters

or resource shortages, including public safety power shut-offs that have occurred and will continue to occur in California, could

disrupt and harm its operations and those of ChargePoint’s customers.

conducts a majority of its operations in the San Francisco Bay area in an active earthquake zone.

The occurrence of a natural

disaster such as an earthquake, drought, flood, fire (such as the recent extensive wildfires in California), localized extended

outages of critical utilities (such as California’s public safety power shut-offs) or transportation systems, or any critical

resource shortages could cause a significant interruption in its business, damage or destroy its facilities or inventory, and

cause it to incur significant costs, any of which could harm its business, financial condition and results of operations.

insurance ChargePoint maintains against fires, earthquakes and other natural disasters may not be adequate to cover losses in

any particular case.

addition, rolling public safety power shut offs in California or other states can affect user acceptance of EVs, as charging may

be unavailable at the desired times, or at all during these events.

These shut offs could also affect the ability of fleet operators

to charge their EVs, which, for example, could adversely affect transportation schedules or any service level agreements to which

either ChargePoint or the fleet operator may be a party.

If these events persist, the demand for EVs could decline, which would

result in reduced demand for charging solutions.

ChargePoint’s

future revenue growth will depend in significant part on its ability to increase sales of its products and services to fleet operators.

ChargePoint’s

future revenue growth will depend in significant part on its ability to increase sales of its products and services to fleet operators.

The electrification of fleets is an emerging market, and fleet operators may not adopt EVs on a widespread basis and on the timelines

ChargePoint anticipates.

In addition to the factors affecting the growth of the EV market generally, transitioning to an EV fleet

can be costly and capital intensive, which could result in slower than anticipated adoption.

The sales cycle could also be longer

for sales to fleet operators, as they are often larger organizations, with more formal procurement processes than smaller commercial

Fleet operators may also require significant additional services and support, and if ChargePoint is unable to provide

such services and support, it may adversely affect its ability to attract additional fleet operators as customers.

to attract and retain fleet operators as customers in the future would adversely affect ChargePoint’s business and results

of operations.

malware, viruses, ransomware, hacking, phishing attacks and similar disruptions could result in security and privacy breaches

and interruption in service, which could harm ChargePoint’s business.

malware, viruses, physical or electronic break-ins and similar disruptions could lead to interruption and delays in ChargePoint’s

services and operations and loss, misuse or theft of data.

Computer malware, viruses, ransomware, hacking and phishing attacks

against online networks have become more prevalent and may occur on ChargePoint’s systems in the future.

Any attempts by

cyber attackers to disrupt ChargePoint’s services or systems, if successful, could harm its business, introduce liability

to data subjects, result in the misappropriation of funds, be expensive to remedy and damage its reputation or brand.

may not be sufficient to cover significant expenses and losses related to cyber-attacks.

Efforts to prevent cyber attackers from

entering computer systems are expensive to implement, and ChargePoint may not be able to cause the implementation or enforcement

of such preventions with respect to its third-party vendors.

Though it is difficult to determine what, if any, harm may directly

result from any specific interruption or attack, any failure to maintain performance, reliability, security and availability of

systems and technical infrastructure may, in addition to other losses, harm ChargePoint’s reputation, brand and ability

to attract customers.

has previously experienced, and may in the future experience, service disruptions, outages and other performance problems due

to a variety of factors, including infrastructure changes, third-party service providers, human or software errors and capacity

If ChargePoint’s services are unavailable when users attempt to access them, they may seek other services,

which could reduce demand for its solutions from target customers.

has processes and procedures in place designed to enable it to quickly recover from a disaster or catastrophe and continue business

operations and has tested this capability under controlled circumstances.

However, there are several factors ranging from human

error to data corruption that could materially impact the efficacy of such processes and procedures, including by lengthening

the time services are partially or fully unavailable to customers and users.

It may be difficult or impossible to perform some

or all recovery steps and continue normal business operations due to the nature of a particular disaster or catastrophe, especially

during peak periods, which could cause additional reputational damages, or loss of revenues, any of which could adversely affect

its business and financial results.

Related to the EV Market

to fuel economy standards or the success of alternative fuels may negatively impact the EV market and thus the demand for ChargePoint’s

products and services.

regulatory initiatives have required an increase in the mileage capabilities of cars, consumption of renewable transportation

fuels, such as ethanol and biodiesel, and consumer acceptance of EVs and other alternative vehicles has been increasing.

efficiency of non-electric vehicles continues to rise, whether as the result of regulations or otherwise, and affordability

of vehicles using renewable transportation fuels improves, the demand for electric and high energy vehicles could diminish.

addition, the EV fueling model is different than gas or other fuel models, requiring behavior change and education of influencers,

consumers and others such as regulatory bodies.

Developments in alternative technologies, such as advanced diesel, ethanol, fuel

cells or compressed natural gas, or improvements in the fuel economy of the internal combustion engine, may materially and adversely

affect demand for EVs and EV charging stations.

For example, fuel which is abundant and relatively inexpensive in the United States,

such as compressed natural gas, may emerge as preferred alternative to petroleum-based propulsion.

Regulatory bodies may

also adopt rules that substantially favor certain alternatives to petroleum-based propulsion over others, which may not necessarily

This may impose additional obstacles to the purchase of EVs or the development of a more ubiquitous EV market.

the current litigation between the state of California and the National Highway Traffic Safety Administration could impact California’s

ability to set fuel economy standards that encourage the adoption of EVs, and could be followed by many other states.

the above cause or contribute to consumers or businesses to no longer purchase EVs or purchase them at a lower rate, it would

materially and adversely affect ChargePoint’s business, operating results, financial condition and prospects.

ChargePoint’s

future growth and success is highly correlated with and thus dependent upon the continuing rapid adoption of EVs for passenger

and fleet applications.

ChargePoint’s

future growth is highly dependent upon the adoption of EVs by businesses and consumers.

The market for EVs is still rapidly evolving,

characterized by rapidly changing technologies, competitive pricing and competitive factors, evolving government regulation and

industry standards and changing consumer demands and behaviors, changing levels of concern related to environmental issues and

governmental initiatives related to climate change and the environment generally.

Although demand for EVs has grown in recent

years, there is no guarantee of continuing future demand.

If the market for EVs develops more slowly than expected, or if demand

for EVs decreases, ChargePoint’s business, prospects, financial condition and operating results would be harmed.

for EVs could be affected by numerous factors, such as:

● 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;

● competition,

including from other types of alternative fuel vehicles, plug-in hybrid electric

vehicles and high fuel-economy internal combustion engine vehicles;

in the cost of oil and gasoline;

regarding the stability of the electrical grid;

decline of an EV battery’s ability to hold a charge over time;

● availability

of service for EVs;

● consumers’

perception about the convenience and cost of charging EVs;

in fuel efficiency;

regulations and economic incentives, including adverse changes in, or expiration of,

favorable tax incentives related to EVs, EV charging stations or decarbonization generally;

of government mandates or quotas regarding the sale of EVs;

about the future viability of EV manufacturers.

addition, sales of vehicles in the automotive industry can be cyclical, which may affect growth in acceptance of EVs.

It is uncertain

how macroeconomic factors will 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.

Furthermore, because fleet operators often

make large purchases of EVs, this cyclicality and volatility in the automotive industry may be more pronounced with commercial

purchasers, and any significant decline in demand from these customers could reduce demand for EV charging and ChargePoint’s

products and services in particular.

for EVs may also be affected by factors directly impacting automobile prices or the cost of purchasing and operating automobiles,

such as sales and financing incentives, prices of raw materials and parts and components, cost of fuel and governmental regulations,

including tariffs, import regulation and other taxes.

Volatility in demand may lead to lower vehicle unit sales, which may result

in reduced demand for EV charging solutions and therefore adversely affect ChargePoint’s business, financial condition and

operating results.

EV market currently benefits from the availability of rebates, tax credits and other financial incentives from governments, utilities

and others to offset the purchase or operating cost of EVs and EV charging stations.

In particular, ChargePoint’s marketing

efforts have heavily relied upon federal tax credits available to purchasers of its EV charging stations that effectively provide

purchasers with a significantly discounted purchase price.

The reduction, modification, or elimination of such benefits could

cause reduced demand for EVs and EV charging stations, which would adversely affect ChargePoint’s financial results.

federal government, 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, such as payments for regulatory

The EV market relies on these governmental rebates, tax credits and other financial incentives to significantly lower

the effective price of EVs and EV charging stations to customers.

However, these incentives may expire on a particular date, end

when the allocated funding is exhausted, or be reduced or terminated as a matter of regulatory or legislative policy.

In particular,

ChargePoint has heavily relied upon the availability of federal tax credits to purchasers under Section 30C of the Code (as

defined below) to market its EV charging stations, which can effectively provide such purchasers with up to a 30% discount off

the purchase price of ChargePoint’s EV charging stations.

The credits under Section 30C of the Code are set to expire

on December 31, 2020 and thus would not be available to ChargePoint’s customers unless extended.

There can be no assurance

that the credits under Section 30C of the Code will be extended, or if extended, will not be otherwise reduced.

reduction in rebates, tax credits or other financial incentives, including the credit under Section 30C of the Code, could

materially reduce the demand for EVs and ChargePoint’s solutions and, as a result, may adversely impact ChargePoint’s

business and expansion potential.

also derives other revenue from regulatory credits.

If government support of these credits declines, ChargePoint’s ability

to generate this other revenue in the future would be adversely affected.

Recently, ChargePoint has derived a slight majority

of its other revenue from regulatory credits, and ChargePoint expects revenue from this source will decline as a percentage of

other and total revenue over time.

Further, the availability of such credits may decline even with general governmental support

of the transition to EV infrastructure.

For example, in September 2020, California Governor Gavin Newsom issued Executive Order

N-79-20 (the “EO”), announcing a target for all in-state sales of new passenger cars and trucks to be zero-emission by

While the EO calls for the support of EV infrastructure, the form of this support is unclear.

If California or other jurisdictions

choose to adopt regulatory mandates instead of establishing or continuing green energy credit regimes for EV infrastructure, ChargePoint’s

revenue from these credits would be adversely impacted.

EV charging market is characterized by rapid technological change, which requires ChargePoint to continue to develop new products

and product innovations.

Any delays in such development could adversely affect market adoption of its products and ChargePoint’s

financial results.

technological changes in battery and other EV technologies could adversely affect adoption of current EV charging technology and/or

ChargePoint’s products.

ChargePoint’s future success will depend upon its ability to develop and introduce a variety

of new capabilities and innovations to its existing product offerings, as well as introduce a variety of new product offerings,

to address the changing needs of the EV charging market.

As new products are introduced, gross margins tend to decline in the

near term and improves as the product become more mature and with a more efficient manufacturing process.

EV technologies change, ChargePoint may need to upgrade or adapt its charging station technology and introduce new products and

services in order to serve vehicles that have the latest technology, in particular battery cell technology, which could involve

substantial costs.

Even if ChargePoint is able to keep pace with changes in technology and develop new products and services,

its research and development expenses could increase, its gross margins could be adversely affected in some periods and its prior

products could become obsolete more quickly than expected.

cannot guarantee that any new products will be released in a timely manner, or at all, or achieve market acceptance.

delivering new products that meet customer requirements could damage ChargePoint’s relationships with customers and lead

them to seek alternative providers.

Delays in introducing products and innovations or the failure to offer innovative products

or services at competitive prices may cause existing and potential customers to purchase ChargePoint’s competitors’

products or services.

ChargePoint is unable to devote adequate resources to develop products or cannot otherwise successfully develop products or services

that meet customer requirements on a timely basis or that remain competitive with technological alternatives, its products and

services could lose market share, its revenue will decline, it may experience higher operating losses and its business and prospects

will be adversely affected.

Related to ChargePoint’s Technology, Intellectual Property and Infrastructure

may need to defend against intellectual property infringement or misappropriation claims, which may be time-consuming and expensive.

time to time, the holders of intellectual property rights may assert their rights and urge ChargePoint to take licenses, and/or

may bring suits alleging infringement or misappropriation of such rights.

There can be no assurance that ChargePoint will be able

to mitigate the risk of potential suits or other legal demands by competitors or other third parties.

Accordingly, ChargePoint

may consider entering into licensing agreements with respect to such rights, although no assurance can be given that such licenses

can be obtained on acceptable terms or that litigation will not occur, and such licenses and associated litigation could significantly

increase ChargePoint’s operating expenses.

In addition, if ChargePoint is determined to have or believes there is a high

likelihood that it has infringed upon or misappropriated a third party’s intellectual property rights, it may be required

to cease making, selling or incorporating certain key components or intellectual property into the products and services it offers,

to pay substantial damages and/or royalties, to redesign its products and services, and/or to establish and maintain alternative

In addition, to the extent that ChargePoint’s customers and business partners become the subject of any allegation

or claim regarding the infringement or misappropriation of intellectual property rights related to ChargePoint’s products

and services, ChargePoint may be required to indemnify such customers and business partners.

If ChargePoint were required to take

one or more such actions, its business, prospects, operating results and financial condition could be materially and adversely

In addition, any litigation or claims, whether or not valid, could result in substantial costs, negative publicity and

diversion of resources and management attention.

ChargePoint’s

business may be adversely affected if it is unable to protect its technology and intellectual property from unauthorized use by

third parties.

ChargePoint’s

success depends, at least in part, on ChargePoint’s ability to protect its core technology and intellectual property.

accomplish this, ChargePoint relies on, and plans to continue relying on, a combination of patents, trade secrets (including know-how),

employee and third-party nondisclosure agreements, copyright, trademarks, intellectual property licenses and other contractual

rights to retain ownership of, and protect, its technology.

Failure to adequately protect its technology and intellectual property

could result in competitors offering similar products, potentially resulting in the loss of some of ChargePoint’s competitive

advantage and a decrease in revenue which would adversely affect its business, prospects, financial condition and operating results.

measures ChargePoint takes to protect its technology intellectual property from unauthorized use by others may not be effective

for various reasons, including the following:

patent applications ChargePoint submits may not result in the issuance of patents;

scope of issued patents may not be broad enough to protect proprietary rights;

issued patents may be challenged by competitors and/or invalidated by courts or governmental

costs associated with enforcing patents, confidentiality and invention agreements or

other intellectual property rights may make aggressive enforcement impracticable;

and future competitors may circumvent patents or independently develop similar trade

secrets or works of authorship, such as software;

● know-how and

other proprietary information ChargePoint purports to hold as a trade secret may not

qualify as a trade secret under applicable laws;

● proprietary

designs and technology embodied in ChargePoint’s products may be discoverable by

third-parties through means that do not constitute violations of applicable laws.

trademark, and trade secret laws vary significantly throughout the world.

Some foreign countries do not protect intellectual property

rights to the same extent as do the laws of the United States.

Further, policing the unauthorized use of its intellectual

property in foreign jurisdictions may be difficult or impossible.

Therefore, ChargePoint’s intellectual property rights

may not be as strong or as easily enforced outside of the United States.

patents in the EV space may come to be considered “standards essential.”

If this is the case with respect to any of

ChargePoint’s patents, it may be required to license certain technology on “fair, reasonable and non-discriminatory”

terms, decreasing revenue.

Further, competitors, vendors, or customers may, in certain instances, be free to create variations

or derivative works of ChargePoint technology and intellectual property, and those derivative works may become directly competitive

with ChargePoint’s offerings.

Finally, ChargePoint may not be able to leverage, or obtain ownership of, all technology and

intellectual property developed by ChargePoint’s vendors in connection with design and manufacture of ChargePoint’s

products, thereby jeopardizing ChargePoint’s ability to obtain a competitive advantage over its competitors.

current lack of international standards may lead to uncertainty, additional competition and further unexpected costs.

of industry standards for EV station management, coupled with utilities and other large organizations mandating their own adoption

of specifications that have not become widely adopted in the industry, may hinder innovation or slow new product or new feature

introduction.

addition, automobile manufacturers may choose to utilize their own proprietary systems, which could lock out competition for EV

charging stations, or to use their size and market position to influence the market, which could limit ChargePoint’s market

and reach to customers, negatively impacting its business.

should regulatory bodies later impose a standard that is not compatible with ChargePoint’s infrastructure, it may incur

significant costs to adapt its business model to the new regulatory standard, which may require significant time and, as a result,

may have a material adverse effect on its revenues or results of operations.

ChargePoint’s

technology could have undetected defects, errors or bugs in hardware or software which could reduce market adoption, damage its

reputation with current or prospective customers, and/or expose it to product liability and other claims that could materially

and adversely affect its business.

may be subject to claims that charging stations have malfunctioned and persons were injured or purported to be injured.

Any insurance

that ChargePoint carries may not be sufficient or it may not apply to all situations.

Similarly, to the extent that such malfunctions

are related to components obtained from third-party vendors, such vendors may not assume responsibility for such malfunctions.

In addition, ChargePoint’s customers could be subjected to claims as a result of such incidents and may bring legal claims

against ChargePoint to attempt to hold it liable.

Any of these events could adversely affect ChargePoint’s brand, relationships

with customers, operating results or financial condition.

ChargePoint’s product line, ChargePoint develops equipment solutions based on preferred second source or common off-the-shelf vendors.

However, due to its designs, ChargePoint does rely on some single source vendors, the unavailability or failure of which can pose

risks to supply chain or product shipping situations.

ChargePoint’s software platform is complex, developed for over a decade by many developers, and includes a number of licensed

third-party commercial and open-source software libraries.

ChargePoint’s software has contained defects and errors

and may in the future contain undetected defects or errors.

ChargePoint is continuing to evolve the features and functionality

of its platform through updates and enhancements, and as it does, it may introduce additional defects or errors that may not be

detected until after deployment to customers.

In addition, if ChargePoint’s products and services, including any updates

or patches, are not implemented or used correctly or as intended, inadequate performance and disruptions in service may result.

defects or errors in product or services offerings, or the perception of such defects or errors, or other performance problems

could result in any of the following, each of which could adversely affect ChargePoint’s business and results of its operations:

● expenditure

of significant financial and product development resources, including recalls, in efforts

to analyze, correct, eliminate or work around errors or defects;

of existing or potential customers or partners;

● interruptions

or delays in sales;

or lost revenue;

or failure to attain market acceptance;

in the development or release of new functionality or improvements;

publicity and reputational harm;

credits or refunds;

of confidential or proprietary information;

of development and customer service resources;

of warranty claims;

claims under applicable laws, rules and regulations;

increase in collection cycles for accounts receivable or the expense and risk of litigation.

ChargePoint has contractual protections, such as warranty disclaimers and limitation of liability provisions, in many of its agreements

with customers, resellers and other business partners, such protections may not be uniformly implemented in all contracts and,

where implemented, may not fully or effectively protect from claims by customers, reseller, business partners or other third parties.

Any insurance coverage or indemnification obligations of suppliers may not adequately cover all such claims, or cover only a portion

of such claims.

A successful product liability, warranty, or other similar claim could have an adverse effect on ChargePoint’s

business, operating results and financial condition.

In addition, even claims that ultimately are unsuccessful could result in

expenditure of funds in litigation, divert management’s time and other resources and cause reputational harm.

addition, ChargePoint relies on some open-source software and libraries issued under the General Public License (or similar

“copyleft”

licenses) for development of its products and may continue to rely on similar copyleft licenses.

Third-parties may

assert a copyright claim against ChargePoint regarding its use of such software or libraries, which could lead to the adverse

results listed above.

Use of such software or libraries may also force ChargePoint to provide third parties, at no cost, the source

code to its proprietary software, which may decrease revenue and lessen any competitive advantage ChargePoint has due to the secrecy

of its source code.

Interruptions,

delays in service or inability to increase capacity, including internationally, at third-party data center facilities could impair

the use or functionality of ChargePoint’s subscription services, harm its business and subject it to liability.

currently serves customers from third-party data center facilities operated by Amazon Web Services (“AWS”) located

in the United States, Europe and Canada.

In addition to AWS, some ChargePoint services are housed in third-party data

centers operated by Rackspace in the United States.

Any outage or failure of such data centers could negatively affect ChargePoint’s

product connectivity and performance.

ChargePoint’s primary environments are behind the Content Delivery Network operated

by Cloudflare, and any interruptions of Cloudflare’s services could negatively affect ChargePoint’s product connectivity

and performance.

Furthermore, ChargePoint depends on connectivity from its charging stations to its data centers through cellular

service providers, such as Verizon Wireless.

Any incident affecting a data center facility’s or a cellular service provider’s

infrastructure or operations, whether caused by fire, flood, severe storm, earthquake, power loss, telecommunications failures,

breach of security protocols, computer viruses and disabling devices, failure of access control mechanisms, natural disasters,

war, criminal act, military actions, terrorist attacks and other similar events could negatively affect the use, functionality

or availability of ChargePoint’s services.

damage to, or failure of, ChargePoint’s systems, or those of its third-party providers, could interrupt or hinder the

use or functionality of its services.

Impairment of or interruptions in ChargePoint’s services may reduce revenue, subject

it to claims and litigation, cause customers to terminate their subscriptions, and adversely affect renewal rates and its ability

to attract new customers.

ChargePoint’s business will also be harmed if customers and potential customers believe its products

and services are unreliable.

expects to incur research and development costs and devote significant resources to developing new products, which could significantly

reduce its profitability and may never result in revenue to ChargePoint.

ChargePoint’s

future growth depends on penetrating new markets, adapting existing products to new applications and customer requirements, and

introducing new products that achieve market acceptance.

ChargePoint plans to incur significant research and development costs

in the future as part of its efforts to design, develop, manufacture and introduce new products and enhance existing products.

ChargePoint’s research and development expenses were $69.5 million, $50.5 million, $42.7 million and $54.1

million during the fiscal years ended January 31, 2020, 2019 and 2018 and the nine months ended October 31, 2020, respectively,

and are likely to grow in the future.

Further, ChargePoint’s research and development program may not produce successful

results, and its new products may not achieve market acceptance, create additional revenue or become profitable.

Customer-Related

may be unable to leverage customer data in all geographic locations, and this limitation may impact research and development operations.

relies on data collected through charging stations or its mobile application, including usage data and geolocation data.

uses this data in connection with the research, development and analysis of its technologies.

ChargePoint’s inability to

obtain necessary rights to use this data or freely transfer this data out of, for example, the European Economic Area, could result

in delays or otherwise negatively impact ChargePoint’s research and development efforts.

ChargePoint fails to offer high-quality support to station owners and drivers, its business and reputation will suffer.

a customer has installed ChargePoint charging stations and subscribed to ChargePoint’s services, station owners and drivers

will rely on ChargePoint to provide support services to resolve any issues that might arise in the future.

Rapid and high-quality customer

support is important so station owners can provide charging services and drivers can receive reliable charging for their EVs.

The importance of high-quality customer support will increase as ChargePoint seeks to expand its business and pursue new

customers and geographies.

If ChargePoint does not quickly resolve issues and provide effective support, its ability to retain

customers or sell additional products and services to existing customers could suffer and its brand and reputation could be harmed.

ChargePoint’s

business will depend on customers renewing their services subscriptions.

If customers do not continue to use its subscription

offerings or if they fail to add more stations, its business and operating results will be adversely affected.

addition to selling charging station hardware, ChargePoint also depends on customers continuing to subscribe to its EV charging

services and extended warranty coverages.

Therefore, it is important that customers renew their subscriptions when the contract

term expires and add additional charging stations and services to their subscriptions.

Customers may decide not to renew their

subscriptions with a similar contract period, at the same prices or terms or with the same or a greater number of users, stations

or level of functionality.

Customer retention may decline or fluctuate as a result of a number of factors, including satisfaction

with software and features, functionality of the charging stations, prices, features and pricing of competing products, reductions

in spending levels, mergers and acquisitions involving customers and deteriorating general economic conditions.

customers do not renew their subscriptions, if they renew on less favorable terms or if they fail to add products or services,

ChargePoint’s business and operating results will be adversely affected.

in subscriptions or pricing models may not be reflected in near-term operating results.

generally recognizes subscription revenue from customers ratably over the terms of their contracts.

As a result, most of the subscription

revenue reported in each quarter is derived from the recognition of deferred revenue relating to subscriptions entered into during

previous quarters.

Consequently, a decline in new or renewed subscriptions in any single quarter will likely have only a small

impact on revenue for that quarter.

However, such a decline will negatively affect revenue in future quarters.

In addition, the

severity and duration of events may not be predictable and their effects could extend beyond a single quarter.

Accordingly, the

effect of significant downturns in sales and market acceptance of subscription services, and potential changes in pricing policies

or rate of renewals, may not be fully apparent until future periods.

to effectively expand ChargePoint’s sales and marketing capabilities could harm its ability to increase its customer base

and achieve broader market acceptance of its solutions.

ChargePoint’s

ability to grow its customer base, achieve broader market acceptance, grow revenue, and achieve and sustain profitability will

depend, to a significant extent, on its ability to effectively expand its sales and marketing operations and activities.

and marketing expenses represent a significant percentage of its total revenue, and its operating results will suffer if sales

and marketing expenditures do not contribute significantly to increasing revenue.

is substantially dependent on its direct sales force to obtain new customers.

ChargePoint plans to continue to expand its direct

sales force both domestically and internationally but it may not be able to recruit and hire a sufficient number of sales personnel,

which may adversely affect its ability to expand its sales capabilities.

New hires require significant training and time before

they achieve full productivity, particularly in new sales territories.

Recent hires and planned hires may not become as productive

as quickly as anticipated, and ChargePoint may be unable to hire or retain sufficient numbers of qualified individuals.

hiring sales personnel in new countries can be costly, complex and time-consuming, and requires additional set up and upfront

costs that may be disproportionate to the initial revenue expected from those countries.

There is significant competition for

direct sales personnel with the strong sales skills and technical knowledge.

ChargePoint’s ability to achieve significant

revenue growth in the future will depend, in large part, on its success in recruiting, training, incentivizing and retaining a

sufficient number of qualified direct sales personnel and on such personnel attaining desired productivity levels within a reasonable

amount of time.

ChargePoint’s business will be harmed if continuing investment in its sales and marketing capabilities does

not generate a significant increase in revenue.

Tax and Accounting-Related Risks

ChargePoint’s

financial condition and results of operations are likely to fluctuate on a quarterly basis in future periods, which could cause

its results for a particular period to fall below expectations, resulting in a decline in the price of the post-combination company’s

common stock.

ChargePoint’s

financial condition and results of operations have fluctuated in the past and may continue to fluctuate in the future due to a

variety of factors, many of which are beyond its control.

addition to the other risks described herein, the following factors could also cause ChargePoint’s financial condition and

results of operations to fluctuate on a quarterly basis:

timing and volume of new sales;

● fluctuations

in service costs, particularly due to unexpected costs of servicing and maintaining charging

timing of new product introductions, which can initially have lower gross margins;

than anticipated demand for charging stations, whether due to changes in government incentives

and policies or due to other conditions;

● fluctuations

in sales and marketing or research and development expenses;

chain interruptions and manufacturing or delivery delays;

timing and availability of new products relative to customers’

and investors’

expectations;

length of the sales and installation cycle for a particular customer;

impact of COVID-19 on ChargePoint’s workforce, or those of its customers,

suppliers, vendors or business partners;

● disruptions

in sales, production, service or other business activities or ChargePoint’s inability

to attract and retain qualified personnel;

● unanticipated

changes in federal, state, local or foreign government incentive programs, which can

affect demand for EVs.

in operating results and cash flow could, among other things, give rise to short-term liquidity issues.

In addition, revenue,

and other operating results in future quarters may fall short of the expectations of investors and financial analysts, which could

have an adverse effect on the price of the common stock.

to applicable U.S.

tax laws and regulations or exposure to additional income tax liabilities could affect New ChargePoint’s

business and future profitability.

ChargePoint is a U.S.

corporation and thus subject to U.S.

corporate income tax on its worldwide operations.

Moreover, the majority

of New ChargePoint’s operations and customers are located in the United States, and as a result, New ChargePoint is

subject to various U.S.

federal, state and local taxes.

laws and policy relating to taxes may have an adverse effect

on New ChargePoint’s business and future profitability.

Further, existing U.S.

tax laws, statutes, rules, regulations or

ordinances could be interpreted, changed, modified or applied adversely to New ChargePoint.

example, on December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), was signed into law making

significant changes to the Internal Revenue Code of 1986, as amended (the “Code”),and certain provisions of the Tax

Act may adversely affect New ChargePoint.

In particular, sweeping changes were made to the U.S.

taxation of foreign operations.

Changes include, but are not limited to, a permanent reduction to the corporate income tax rate, limiting interest deductions,

a reduction to the maximum deduction allowed for net operating losses generated in tax years after December 31, 2017, the

elimination of carrybacks of net operating losses, adopting elements of a territorial tax system, assessing a repatriation tax

or “toll-charge”

on undistributed earnings and profits of U.S.-owned foreign corporations, and introducing certain

anti-base erosion provisions, including a new minimum tax on global intangible low-taxed income and base erosion and

anti-abuse tax.

The Tax Act could be subject to potential amendments and technical corrections, and is subject to interpretations

and implementing regulations by the U.S.

Treasury and the Internal Revenue Service (the “IRS”), any of which could

mitigate or increase certain adverse effects of the legislation.

addition to the impact of the Tax Act on New ChargePoint’s federal taxes, the Tax Act may impact New ChargePoint’s

taxation in other jurisdictions, including with respect to state income taxes as state legislatures have not had sufficient time

to respond to the Tax Act.

Accordingly, there is uncertainty as to how the laws will apply in the various state jurisdictions.

Additionally, other foreign governing bodies may enact changes to their tax laws in reaction to the Tax Act that could result

in changes to New ChargePoint’s global tax position and materially adversely affect its business and future profitability.

a result of New ChargePoint’s plans to expand operations, including to jurisdictions in which the tax laws may not be favorable,

New ChargePoint’s tax rate may fluctuate, tax obligations may become significantly more complex and subject to greater risk

of examination by taxing authorities or New ChargePoint may be subject to future changes in tax law, the impacts of which could

adversely affect New ChargePoint’s after-tax profitability and financial results.

ChargePoint does not have a long history of operating at its present scale and it has significant expansion plans, New ChargePoint’s

effective tax rate may fluctuate in the future.

Future effective tax rates could be affected by operating losses in jurisdictions

where no tax benefit can be recorded under accounting principles generally accepted in the United States of America (“U.S.

GAAP”), changes in the composition of earnings in countries with differing tax rates, changes in deferred tax assets and

liabilities, or changes in tax laws.

Factors that could materially affect New ChargePoint’s future effective tax rates include,

but are not limited to:

(a) changes in tax laws or the regulatory environment, (b) changes in accounting and tax standards

or practices, (c) changes in the composition of operating income by tax jurisdiction and (d) New ChargePoint’s

operating results before taxes.

Additionally,

in connection with our initial business combination, we will be required to demonstrate compliance with the NYSE’s initial

listing requirements, which are more rigorous than the NYSE’s continued listing requirements, in order to continue to maintain

the listing of our securities on the NYSE.

We cannot assure you that we will be able to meet those initial listing requirements

at that time.

the NYSE delists our securities from trading on its exchange and we are not able to list our securities on another national securities

exchange, we expect our securities could be quoted on an over-the-counter market.

If this were to occur, we could face significant

material adverse consequences, including:

a limited availability of market quotations

for our securities;

reduced liquidity for our securities;

a determination that our Class A common stock

is a “penny stock”

which will require brokers trading in our Class A common stock to adhere to more stringent

rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

a limited amount of news and analyst coverage;

a decreased ability to issue additional securities

or obtain additional financing in the future.

National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating

the sale of certain securities, which are referred to as “covered securities.”

Because our Units, Class A common stock

and Warrants are listed on the NYSE, our Units, Class A common stock and Warrants qualify are covered securities.

states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies

if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale

of covered securities in a particular case.

While we are not aware of a state having used these powers to prohibit or restrict

the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view

blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities

of blank check companies in their states.

Further, if we were no longer listed on the NYSE, our securities would not be covered

securities and we would be subject to regulation in each state in which we offer our securities.

will not be entitled to protections normally afforded to investors of many other blank check companies.

we have net tangible assets in excess of $5,000,000 and timely filed a Current Report on Form 8-K after the Closing Date, including

an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank

check companies, such as Rule 419 under the Securities Act (“Rule 419”).

Accordingly, investors will not be afforded

the benefits or protections of those rules.

Among other things, this means we will have a longer period of time to complete our

business combination than do companies subject to Rule 419.

Moreover, if we were subject to Rule 419, that rule would prohibit

the release of any interest earned on funds held in the Trust Account to us unless and until the funds in the Trust Account were

released to us in connection with our completion of an initial business combination.

we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer

rules, and if you or a “group”

of stockholders are deemed to hold in excess of 20% of our Class A common stock, you

will lose the ability to redeem all such shares in excess of 20% of our Class A common stock.

we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial

business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a

public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in

concert or as a “group”

(as defined under Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption

rights with respect to more than an aggregate of 20% of the public shares without our prior consent, which we refer to as the

“Excess Shares.”

However, we would not be restricting our stockholders’

ability to vote all of their shares

(including Excess Shares) for or against our business combination.

Your inability to redeem the Excess Shares will reduce your

influence over our ability to complete our business combination and you could suffer a material loss on your investment in us

if you sell Excess Shares in open market transactions.

Additionally, you will not receive redemption distributions with respect

to the Excess Shares if we complete our business combination.

As a result, you will continue to hold that number of shares exceeding

20% and, in order to dispose of such shares, would be required to sell your stock in open market transactions, potentially at

of our limited resources and the significant competition for business combination opportunities, it may be more difficult for

us to complete our initial business combination.

If we are unable to complete our initial business combination, our public stockholders

may receive only their pro rata portion of the funds in the Trust Account that are available for distribution to public stockholders,

and our Warrants will expire worthless.

expect to encounter intense competition from other entities having a business objective similar to ours, including private investors

(which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international,

competing for the types of businesses we intend to acquire.

Many of these individuals and entities are well-established and have

extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing

services to various industries.

Many of these competitors possess greater technical, human and other resources or more local industry

knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors.

While we believe there are numerous target businesses we could potentially acquire with the net proceeds of our Public Offering

and the sale of the Private Placement Warrants, our ability to compete with respect to the acquisition of certain target businesses

that are sizable will be limited by our available financial resources.

This inherent competitive limitation gives others an advantage

in pursuing the acquisition of certain target businesses.

Furthermore, we are obligated to offer holders of our public shares

the right to redeem their shares for cash at the time of our initial business combination, in conjunction with a stockholder vote

or via a tender offer.

Target businesses will be aware that this may reduce the resources available to us for our initial business

Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination.

If we are unable to complete our initial business combination, our public stockholders may receive only their pro rata portion

of the funds in the Trust Account that are available for distribution to public stockholders, and our Warrants will expire worthless.

the net proceeds of our Public Offering and the sale of the Private Placement Warrants not being held in the Trust Account are

insufficient to allow us to operate for at least 24 months after the Closing Date, we may be unable to complete our initial business

combination, in which case our public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances,

and our Warrants will expire worthless.

funds available to us outside of the Trust Account may not be sufficient to allow us to operate for at least 24 months after the

Closing Date, assuming that our initial business combination is not completed during that time.

We could use a portion of the

funds available to us to pay fees to consultants to assist us with our search for a target business.

We could also use a portion

of the funds as a down payment or to fund a “no-shop”

provision (a provision in letters of intent or merger agreements

designed to keep target businesses from “shopping”

around for transactions with other companies on terms more favorable

to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention

If we entered into a letter of intent or merger agreement where we paid for the right to receive exclusivity from a

target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might

not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and

impairment or other charges that could have a significant negative effect on our financial condition, results of operations and

our stock price, which could cause you to lose some or all of your investment.

if we conduct due diligence on a target business with which we combine, we cannot assure you that this diligence will surface

all material issues with a particular target business, that it would be possible to uncover all material issues through a customary

amount of due diligence, or that factors outside of the target business and outside of our control will not later arise.

result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment

or other charges that could result in our reporting losses.

Even if our due diligence successfully identifies certain risks, unexpected

risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis.

though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges

of this nature could contribute to negative market perceptions about us or our securities.

In addition, charges of this nature

may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held

by a target business or by virtue of our obtaining post-combination debt financing.

Accordingly, any stockholders who choose to

remain stockholders following the business combination could suffer a reduction in the value of their securities.

Such stockholders

are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due

to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully

bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to

the business combination contained an actionable material misstatement or material omission.

third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount

after the Business Combination, New ChargePoint’s operations will be subject to significant income, withholding and other

tax obligations in the United States and may become subject to taxes in numerous additional state, local and non-U.S.

jurisdictions

with respect to its income, operations and subsidiaries related to those jurisdictions.

New ChargePoint’s after-tax profitability

and financial results could be subject to volatility or be affected by numerous factors, including (a) the availability of

tax deductions, credits, exemptions, refunds (including refunds of value added taxes) and other benefits to reduce New ChargePoint’s

tax liabilities, (b) changes in the valuation of New ChargePoint’s deferred tax assets and liabilities, (c) expected

timing and amount of the release of any tax valuation allowances, (d) tax treatment of stock-based compensation, (e) changes

in the relative amount of New ChargePoint’s earnings subject to tax in the various jurisdictions in which New ChargePoint

operates or has subsidiaries, (f) the potential expansion of New ChargePoint’s business into or otherwise becoming

subject to tax in additional jurisdictions, (g) changes to New ChargePoint’s existing intercompany structure (and any

costs related thereto) and business operations, (h) the extent of New ChargePoint’s intercompany transactions and the

extent to which taxing authorities in the relevant jurisdictions respect those intercompany transactions and (i) New ChargePoint’s

ability to structure New ChargePoint’s operations in an efficient and competitive manner.

Due to the complexity of multinational

tax obligations and filings, New ChargePoint may have a heightened risk related to audits or examinations by U.S.

federal, state,

local and non-U.S.

taxing authorities.

Outcomes from these audits or examinations could have an adverse effect on New ChargePoint’s

after-tax profitability and financial condition.

Additionally, the IRS and several foreign tax authorities have increasingly

focused attention on intercompany transfer pricing with respect to sales of products and services and the use of intangibles.

Tax authorities could disagree with ChargePoint’s intercompany charges, cross-jurisdictional transfer pricing or other

matters and assess additional taxes.

If ChargePoint does not prevail in any such disagreements, its profitability may be affected.

ChargePoint’s after-tax profitability and financial results may also be adversely impacted by changes in the relevant

tax laws and tax rates, treaties, regulations, administrative practices and principles, judicial decisions and interpretations

thereof, in each case, possibly with retroactive effect.

For example, the Multilateral Convention to Implement Tax Treaty Related

Measures to Prevent BEPS recently entered into force among the jurisdictions that have ratified it, although the United States

has not yet entered into this convention.

These recent changes could negatively impact New ChargePoint’s taxation, especially

as New ChargePoint expands its relationships and operations internationally.

ability of New ChargePoint to utilize net operating loss and tax credit carryforwards following the Business Combination

is conditioned upon New ChargePoint attaining profitability and generating taxable income.

ChargePoint has incurred significant

net losses since inception and it is anticipated that New ChargePoint will continue to incur significant losses.

Additionally,

New ChargePoint’s ability to utilize net operating loss and tax credit carryforwards to offset future taxable income may

of January 31, 2020, ChargePoint had $404.3 million of U.S.

federal and $224.1 million of California net operating

loss carryforwards available to reduce future taxable income, of which $264.6 million of the U.S.

federal net operating loss

carryforwards can be carried forward indefinitely.

federal and California state net operating loss carryforwards begin

to expire in 2028, and alternative refueling property tax credits of $1.4 million begin to expire in 2030.

In addition, ChargePoint

had net operating loss carryforwards for other states of $102.7 million, which begin to expire in 2022.

The Tax Act included

a reduction to the maximum deduction allowed for net operating losses generated in tax years after December 31, 2017 and

the elimination of carrybacks of net operating losses.

Under the Coronavirus Aid, Relief, and Economic Security Act, or the CARES

Act, which modified the Tax Act, U.S.

federal net operating loss carryforwards generated in taxable periods beginning after December 31,

2017, may be carried forward indefinitely, but the deductibility of such net operating loss carryforwards in taxable years beginning

after December 31, 2020, is limited to 80% of taxable income.

It is possible that New ChargePoint will not generate taxable

income in time to utilize the net operating loss carryforwards.

In addition, net operating loss carryforwards and certain tax

credits may be subject to significant limitations under Section 382 and Section 383 of the Code, respectively, and similar

provisions of state law.

Under those sections of the Code, if a corporation undergoes an “ownership change,”

the corporation’s

ability to use its pre-change net operating loss carryforwards and other pre-change attributes, such as research tax

credits, to offset its post-change income or tax may be limited.

In general, an “ownership change”

if there is a cumulative change in ownership by “5% stockholders”

that exceeds 50 percentage points over a rolling

three-year period.

If ChargePoint has experienced an ownership change at any time since its incorporation, New ChargePoint

may already be subject to limitations on its ability to utilize its existing net operating loss carryforwards and other tax attributes

to offset taxable income or tax liability.

In addition, the Business Combination, and future changes in New ChargePoint’s

stock ownership, which may be outside of New ChargePoint’s control, may trigger an ownership change.

Similar provisions

of state tax law may also apply to limit New ChargePoint’s use of accumulated state tax attributes.

As a result, even if

New ChargePoint earns net taxable income in the future, its ability to use its pre-change net operating loss carryforwards

and other tax attributes to offset such taxable income or tax liability may be subject to limitations, which could potentially

result in increased future income tax liability to New ChargePoint.

has not conducted a study to assess whether an “ownership change”

has occurred since inception.

If ChargePoint has

experienced an “ownership change,”

as defined by Section 382 of the Code, at any time since inception, utilization

of the net operating loss carryforwards or research and development tax credit carryforwards would be subject to an annual limitation

under Section 382 of the Code, which is determined by first multiplying the value of the ChargePoint’s stock at the time

of the ownership change by the applicable long-term tax-exempt rate, and then could be subject to additional adjustments,

Any limitation may result in expiration of a portion of the net operating loss carryforwards or research and development

tax credit carryforwards before utilization.

In addition, the Business Combination if consummated, may constitute an ownership

change under Sections 382 and 383 of the Code.

ChargePoint’s net operating losses or credits may also be impaired under

Accordingly, ChargePoint may not be able to utilize a material portion of the net operating losses or credits.

ability of New ChargePoint to utilize ChargePoint’s net operating losses or credits following the Business Combination is

conditioned upon New ChargePoint attaining profitability and generating U.S.

federal and state taxable income.

ChargePoint has

incurred significant net losses since inception and will continue to incur significant losses;

and therefore, ChargePoint does

not know whether or when the combined carryforwards may be or may become subject to limitation by Sections 382 and 383 of the

ChargePoint’s

reported financial results may be negatively impacted by changes in U.S.

GAAP is subject to interpretation by the Financial Accounting Standards Board’s (“FASB”) Accounting Standards

Codification, the SEC and various bodies formed to promulgate and interpret appropriate accounting principles.

A change in these

principles or interpretations could have a significant effect on reported financial results, and may even affect the reporting

of transactions completed before the announcement or effectiveness of a change.

ChargePoint will be an “emerging growth company”

and it cannot be certain if the reduced disclosure requirements applicable

to emerging growth companies will make the post-combination company’s common stock less attractive to investors and may

make it more difficult to compare performance with other public companies.

ChargePoint will be an emerging growth company as defined in the JOBS Act, and it intends to take advantage of certain exemptions

from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including

not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced

disclosure obligations regarding executive compensation in periodic reports and proxy statements, and exemptions from the requirements

of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not

previously approved.

Investors may find the common stock less attractive because New ChargePoint will continue to rely on these

If some investors find the common stock less attractive as a result, there may be a less active trading market for

their common stock, and the stock price may be more volatile.

emerging growth company may elect to delay the adoption of new or revised accounting standards.

With Switchback making this election,

Section 102(b)(2) of the JOBS Act allows New ChargePoint to delay adoption of new or revised accounting standards until those

standards apply to non-public business entities.

As a result, the financial statements contained in the proxy statement/prospectus/consent

solicitation statement related to the Business Combination and those that New ChargePoint will file in the future may not be comparable

to companies that comply with public business entities revised accounting standards effective dates.

ChargePoint will incur significant increased expenses and administrative burdens as a public company, which could have an adverse

effect on its business, financial condition and results of operations.

ChargePoint will face increased legal, accounting, administrative and other costs and expenses as a public company that it did

not incur as a private company.

The Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules

and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010

and the rules and regulations promulgated and to be promulgated thereunder, the Public Company Accounting Oversight Board (the

“PCAOB”) and the securities exchanges, impose additional reporting and other obligations on public companies.

with public company requirements will increase costs and make certain activities more time-consuming.

A number of those requirements

require it to carry out activities ChargePoint has not done previously.

In addition, expenses associated with SEC reporting requirements

will be incurred.

Furthermore, if any issues in complying with those requirements are identified (for example, if the auditors

identify a significant deficiency or additional material weaknesses in the internal control over financial reporting), New ChargePoint

could incur additional costs to rectify those issues, and the existence of those issues could adversely affect its reputation

or investor perceptions.

In addition, New ChargePoint will purchase director and officer liability insurance, which has substantial

additional premiums.

The additional reporting and other obligations imposed by these rules and regulations increase legal and

financial compliance costs and the costs of related legal, accounting and administrative activities.

Advocacy efforts by stockholders

and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

has identified material weaknesses in its internal control over financial reporting.

If ChargePoint is unable to remediate these

material weaknesses, or if ChargePoint identifies additional material weaknesses in the future or otherwise fails to maintain

an effective system of internal control over financial reporting, this may result in material misstatements of ChargePoint’s

consolidated financial statements or cause ChargePoint to fail to meet its periodic reporting obligations.

a public company, New ChargePoint will be required to provide management’s attestation on internal control over financial

Management may not be able to effectively and timely implement controls and procedures that adequately respond to the

increased regulatory compliance and reporting requirements that will be applicable after the Business Combination.

If ChargePoint

is not able to implement the additional requirements of Section 404(a) of the Sarbanes-Oxley Act in a timely manner

or with adequate compliance, it may not be able to assess whether its internal control over financial reporting is effective,

which may subject it to adverse regulatory consequences and could harm investor confidence.

connection with the preparation and audit of ChargePoint’s consolidated financial statements as of January 31, 2020

and 2019 and for the years ended January 31, 2020, 2019 and 2018, material weaknesses were identified in its internal control

over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial

reporting such that there is a reasonable possibility that a material misstatement of ChargePoint’s annual or interim financial

statements will not be prevented or detected on a timely basis.

did not design or maintain an effective control environment commensurate with its financial reporting requirements.

Specifically,

ChargePoint did not maintain a sufficient complement of personnel with an appropriate degree of accounting knowledge, experience

and training to appropriately analyze, record and disclose accounting matters commensurate with its accounting and reporting requirements.

This material weakness contributed to the following additional two material weaknesses:

● ChargePoint

did not design and maintain formal accounting policies, procedures and controls over

significant accounts and disclosures to achieve complete, accurate and timely financial

accounting, reporting and disclosures, including segregation of duties and adequate controls

related to the preparation and review of journal entries;

● ChargePoint

did not design and maintain effective controls over certain information technology (“IT”)

general controls for information systems that are relevant to the preparation of its

consolidated financial statements.

Specifically, ChargePoint did not design and maintain

(a) program change management controls to ensure that information technology program

and data changes affecting financial IT applications and underlying accounting records

are identified, tested, authorized and implemented appropriately and (b) user access

controls to ensure appropriate segregation of duties and that adequately restrict user

and privileged access to its financial applications and data to appropriate company personnel.

material weakness related to formal accounting policies, procedures and controls resulted in adjustments to several accounts and

The IT deficiencies did not result in a material misstatement to the consolidated financial statements, however,

the deficiencies, when aggregated, could impact maintaining effective segregation of duties, as well as the effectiveness of IT-dependent controls

(such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls

and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements

potentially impacting all financial statement accounts and disclosures that would not be prevented or detected.

Each of these

material weaknesses could result in a misstatement of account balances or disclosures that would result in a material misstatement

to the annual or interim consolidated financial statements that would not be prevented or detected.

has begun implementation of a plan to remediate these material weaknesses.

These remediation measures are ongoing and include

hiring additional accounting and financial reporting personnel and implementing additional policies, procedures and controls.

order to maintain and improve the effectiveness of its internal control over financial reporting, ChargePoint has expended, and

anticipates that New ChargePoint will continue to expend, significant resources, including accounting-related costs and significant

management oversight.

New ChargePoint’s independent registered public accounting firm is not required to formally attest

to the effectiveness of its internal control over financial reporting until after it is no longer an “emerging growth company”

as defined in the JOBS Act.

At such time, New ChargePoint’s independent registered public accounting firm may issue a report

that is adverse in the event it is not satisfied with the level at which its internal control over financial reporting is documented,

designed or operating.

Any failure to maintain effective disclosure controls and internal control over financial reporting could

adversely affect the business and operating results after the Business Combination and could cause a decline in the price of New

ChargePoint Class A common stock.

Related to Legal Matters and Regulations

concerns and laws, or other domestic or foreign regulations, may adversely affect ChargePoint’s business.

and local governments and agencies in the countries in which ChargePoint operates and in which customers operate have adopted,

are considering adopting, or may adopt laws and regulations regarding the collection, use, storage, processing and disclosure

of information regarding consumers and other individuals, which could impact its ability to offer services in certain jurisdictions.

Laws and regulations relating to the collection, use, disclosure, security and other processing of individuals’

can vary significantly from jurisdiction to jurisdiction and are particularly stringent in Europe.

The costs of compliance with,

and other burdens imposed by, laws, regulations, standards and other obligations relating to privacy, data protection and information

security are significant.

In addition, some companies, particularly larger enterprises, often will not contract with vendors that

do not meet these rigorous standards.

Accordingly, the failure, or perceived inability, to comply with these laws, regulations,

standards and other obligations may limit the use and adoption of ChargePoint’s solutions, reduce overall demand, lead to

regulatory investigations, litigation and significant fines, penalties or liabilities for actual or alleged noncompliance, or

slow the pace at which we close sales transactions, any of which could harm its business.

Moreover, if ChargePoint or any of its

employees or contractors fail or are believed to fail to adhere to appropriate practices regarding customers’

damage its reputation and brand.

Additionally,

existing laws, regulations, standards and other obligations may be interpreted in new and differing manners in the future, and

may be inconsistent among jurisdictions.

Future laws, regulations, standards and other obligations, and changes in the interpretation

of existing laws, regulations, standards and other obligations could result in increased regulation, increased costs of compliance

and penalties for non-compliance, and limitations on data collection, use, disclosure and transfer for ChargePoint and its customers.

The EU and United States agreed in 2016 to a framework for data transferred from the EU to the United States, but this

framework has been challenged and recently declared invalid by the Court of Justice of the EU, thereby creating additional legal

risk for ChargePoint.

Additionally, the EU adopted the GDPR in 2016, and it became effective in May 2018.

The GDPR establishes

requirements applicable to the handling of personal data and imposes penalties for non-compliance of up to the greater of

€20 million or 4% of worldwide revenue.

The costs of compliance with, and other burdens imposed by, the GDPR may limit

the use and adoption of ChargePoint’s products and services and could have an adverse impact on its business.

Further, California

adopted the California Consumer Privacy Protection Act and the California State Attorney General has begun enforcement actions.

costs of compliance with, and other burdens imposed by, laws and regulations relating to privacy, data protection and information

security that are applicable to the businesses of customers may adversely affect ability and willingness to process, handle, store,

use and transmit certain types of information, such as demographic and other personal information.

In addition, the other bases

on which ChargePoint and its customers rely for the transfer of personal data across national borders, such as the Standard Contractual

Clauses promulgated by the EU Commission Decision 2010/87/EU, commonly referred to as the Model Clauses, continue to be subjected

to regulatory and judicial scrutiny.

If ChargePoint or its customers are unable to transfer data between and among countries and

regions in which it operates, it could decrease demand for its products and services or require it to modify or restrict some

of its products or services.

addition to government activity, privacy advocacy groups, the technology industry and other industries have established or may

establish various new, additional or different self-regulatory standards that may place additional burdens on technology

Customers may expect that ChargePoint will meet voluntary certifications or adhere to other standards established by

them or third parties.

If ChargePoint is unable to maintain these certifications or meet these standards, it could reduce demand

for its solutions and adversely affect its business.

to comply with anticorruption and anti-money laundering laws, including the FCPA and similar laws associated with activities outside

of the United States, could subject ChargePoint to penalties and other adverse consequences.

is subject to the FCPA, the U.S.

domestic bribery statute contained in 18 U.S.C.

201, the U.S.

Travel Act, the USA PATRIOT

Act, the UK Bribery Act and possibly other anti-bribery and anti-money laundering laws in countries in which it conducts

It faces significant risks if it fails to comply with the FCPA and other anti-corruption laws that prohibit companies

and their employees and third-party intermediaries from promising, authorizing, offering or providing, directly or indirectly,

improper payments or benefits to foreign government officials, political parties and private-sector recipients for the purpose

of obtaining or retaining business, directing business to any person or securing any advantage.

Any violation of the FCPA, other

applicable anti-corruption laws, and anti-money laundering laws could result in whistleblower complaints, adverse media

coverage, investigations, loss of export privileges, or severe criminal or civil sanctions, which could have a materially adverse

effect on New ChargePoint’s reputation, business, operating results and prospects.

In addition, responding to any enforcement

action may result in a significant diversion of management’s attention and resources, significant defense costs and other

professional fees.

to comply with laws relating to employment could subject ChargePoint to penalties and other adverse consequences.

is subject to various employment-related laws in the jurisdictions in which its employees are based.

It faces risks if it

fails to comply with applicable United States federal or state wage laws, or wage laws applicable to its employees outside

of the United States.

In addition, ChargePoint implemented a reduction in force and furloughed employees in 2020, and the

attendant layoffs and/or furloughs could create an additional risk of claims being made on behalf of affected employees.

Any violation

of applicable wage laws or other labor- or employment-related laws could result in complaints by current or former employees,

adverse media coverage, investigations and damages or penalties which could have a materially adverse effect on New ChargePoint’s

reputation, business, operating results and prospects.

In addition, responding to any such proceeding may result in a significant

diversion of management’s attention and resources, significant defense costs and other professional fees.

and future environmental health and safety laws and regulations could result in increased compliance costs or additional operating

costs or construction costs and restrictions.

Failure to comply with such laws and regulations may result in substantial fines

or other limitations that may adversely impact ChargePoint’s financial results or results of operation.

and its operations, as well as those of ChargePoint’s contractors, suppliers and customers, are subject to certain environmental

laws and regulations, including laws related to the use, handling, storage, transportation and disposal of hazardous substances

and wastes as well as electronic wastes and hardware, whether hazardous or not.

These laws may require ChargePoint or others in

ChargePoint’s value chain to obtain permits and comply with procedures that impose various restrictions and obligations

that may have material effects on ChargePoint’s operations.

If key permits and approvals cannot be obtained on acceptable

terms, or if other operational requirements cannot be met in a manner satisfactory for ChargePoint’s operations or on a

timeline that meets ChargePoint’s commercial obligations, it may adversely impact our business.

Environmental

and health and safety laws and regulations can be complex and may be subject to change, such as through new requirements enacted

at the supranational, national, sub-national and/or local level or new or modified regulations that may be implemented under

existing law.

The nature and extent of any changes in these laws, rules, regulations and permits may be unpredictable and may

have material effects on ChargePoint’s business.

Future legislation and regulations or changes in existing legislation and

regulations, or interpretations thereof, including those relating to hardware manufacturing, electronic waste or batteries, could

cause additional expenditures, restrictions and delays in connection with ChargePoint’s operations as well as other future

projects, the extent of which cannot be predicted.

ChargePoint currently relies on third parties to ensure compliance with certain environmental laws, including those related to

the disposal of hazardous and non-hazardous wastes.

Any failure to properly handle or dispose of such wastes, regardless

of whether such failure is ChargePoint’s or its contractors, may result in liability under environmental laws, including,

but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act, under which liability may be imposed

without regard to fault or degree of contribution for the investigation and clean-up of contaminated sites, as well as impacts

to human health and damages to natural resources.

Additionally, ChargePoint may not be able to secure contracts with third parties

to continue their key supply chain and disposal services for our business, which may result in increased costs for compliance

with environmental laws and regulations.

Relating to Ownership of the Common Stock after the Closing of the Business Combination

Concentration

of ownership among ChargePoint’s existing executive officers, directors and their affiliates may prevent new investors from

influencing significant corporate decisions.

giving effect to the Closing and the PIPE Financing and assuming no redemptions of Class A common stock, New ChargePoint’s

directors, executive officers and their affiliates as a group will beneficially own approximately 65.6% of the outstanding New

ChargePoint Class A common stock.

As a result, these stockholders will be able to exercise a significant level of control over

all matters requiring stockholder approval, including the election of directors, any amendment of the certificate of incorporation

and approval of significant corporate transactions.

This control could have the effect of delaying or preventing a change of control

or changes in management and will make the approval of certain transactions difficult or impossible without the support of these

stockholders.

has never paid cash dividends on its capital stock, and New ChargePoint does not anticipate paying dividends in the foreseeable

has never paid cash dividends on its capital stock and currently intends to retain any future earnings to fund the growth of its

Any determination to pay dividends in the future will be at the discretion of the board of directors and will depend

on financial condition, operating results, capital requirements, general business conditions and other factors that the board

may deem relevant.

As a result, capital appreciation, if any, of New ChargePoint’s Class A common stock will be the

sole source of gain for the foreseeable future.

stock price following the closing of the Business Combination will be volatile, and you may not be able to sell shares at or above

the price at the Closing.

the closing of the Business Combination, the trading price of the Class A common stock and warrants will be volatile and

could be subject to wide fluctuations in response to various factors, some of which are beyond New ChargePoint’s control.

These factors include:

or anticipated fluctuations in operating results;

to meet or exceed financial estimates and projections of the investment community or

that New ChargePoint provides to the public;

of new or updated research or reports by securities analysts or changed recommendations

for the industry in general;

● announcements

of significant acquisitions, strategic partnerships, joint ventures, collaborations or

capital commitments;

and share price performance of other companies in the industry or related markets;

timing and magnitude of investments in the growth of the business;

or anticipated changes in laws and regulations;

or departures of key management or other personnel;

or other developments related to intellectual property or other proprietary rights, including

ability to market new and enhanced solutions on a timely basis;

of substantial amounts of the Class A common stock by the New ChargePoint board

of directors, executive officers or significant stockholders or the perception that such

sales could occur;

in capital structure, including future issuances of securities or the incurrence of debt;

economic, political and market conditions.

addition, the stock market in general, and the stock prices of technology companies in particular, have experienced extreme price

and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies.

market and industry factors may seriously affect the market price of New ChargePoint Class A common stock, regardless of actual

operating performance.

In addition, in the past, following periods of volatility in the overall market and the market price of

a particular company’s securities, securities class action litigation has often been instituted against these companies.

This litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources.

Anti-takeover

provisions contained in the post-Closing governing documents and applicable laws could impair a takeover attempt.

the closing of the Business Combination, New ChargePoint’s certificate of incorporation and bylaws will afford certain rights

and powers to the New ChargePoint board of directors that could contribute to the delay or prevention of an acquisition that it

deems undesirable.

New ChargePoint is also subject to Section 203 of the Delaware General Corporation Law and other provisions

of Delaware law that limit the ability of stockholders in certain situations to effect certain business combinations.

foregoing provisions and terms that has the effect of delaying or deterring a change in control could limit the opportunity for

stockholders to receive a premium for their shares of their Class A common stock, and could also affect the price that some

investors are willing to pay for the Class A common stock.

post-Closing certificate of incorporation will provide, subject to limited exceptions, that the Court of Chancery of the State

of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit stockholders’

ability to obtain a more favorable judicial forum for disputes with New ChargePoint or its directors, officers, employees or stockholders.

post-Closing certificate of incorporation will require, to the fullest extent permitted by law, that derivative actions brought

in name of New ChargePoint, actions against directors, officers and employees for breach of fiduciary duty and other similar actions

may be brought in the Court of Chancery in the State of Delaware or, if that court lacks subject matter jurisdiction, another

federal or state court situated in the State of Delaware.

Any person or entity purchasing or otherwise acquiring any interest

in shares of capital stock shall be deemed to have notice of and consented to the forum provisions in the certificate of incorporation.

In addition, the certificate of incorporation and bylaws will provide that the federal district courts of the United States

shall be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act and the

Exchange Act.

March 2020, the Delaware Supreme Court issued a decision in Salzburg et al.

Sciabacucchi , which found that

an exclusive forum provision providing for claims under the Securities Act to be brought in federal court is facially valid under

Delaware law.

It is unclear whether this decision will be appealed, or what the final outcome of this case will be.

New ChargePoint

intends to enforce this provision, but it does not know whether courts in other jurisdictions will agree with this decision or

choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable

for disputes with New ChargePoint or any of its directors, officers, other employees or stockholders, which may discourage lawsuits

with respect to such claims.

Alternatively, if a court were to find the choice of forum provision contained in the certificate

of incorporation to be inapplicable or unenforceable in an action, New ChargePoint may incur additional costs associated with

resolving such action in other jurisdictions, which could harm its business, operating results and financial condition.

Related to Switchback

Related to Our Business, Operations and Industry

risks discussed herein have been identified by our management based on an evaluation of the historical risks faced by ChargePoint

and relate to our management’s current expectations as to future risks that may result from our anticipated ownership and

operation of ChargePoint.

loss of senior management or technical personnel could adversely affect our ability to successfully effect the Business Combination

and successfully operate the business thereafter.

ability to successfully effect the Business Combination and successfully operate the business is dependent upon the services of

our senior management and technical personnel.

While we have scrutinized the individuals who will stay with us following the Business

Combination, our assessment of these individuals may not prove to be correct.

We do not plan to obtain any insurance against the

loss of any of these individuals.

The loss of the services of our senior management or technical personnel could have a material

adverse effect on our business, financial condition and results of operations.

Switchback will also be dependent, in part, upon

ChargePoint’s technical personnel in connection with operating the business following the Business Combination.

ChargePoint of its technical personnel could seriously harm Switchback’s business and results of operations.

are inherent limitations in all control systems, and misstatements due to error or fraud that could seriously harm Switchback’s

business may occur and not be detected.

management does not expect that our internal and disclosure controls will prevent all possible error and all fraud.

system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of

the control system are met.

In addition, the design of a control system must reflect the fact that there are resource constraints

and the benefit of controls must be relative to their costs.

Because of the inherent limitations in all control systems, an evaluation

of controls can only provide reasonable assurance that all material control issues and instances of fraud, if any, in Switchback

have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and

that breakdowns can occur because of simple error or mistake.

Further, controls can be circumvented by the individual acts of

some persons or by collusion of two or more persons.

The design of any system of controls is based in part upon certain assumptions

about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals

under all potential future conditions.

Because of inherent limitations in a cost-effective control system, misstatements

due to error or fraud may occur and not be detected.

Switchback will also be dependent, in part, upon ChargePoint’s internal

A failure of Switchback’s or ChargePoint’s controls and procedures to detect error or fraud could seriously

harm Switchback’s business and results of operations.

Switchback’s

business could be adversely affected by security threats, including cybersecurity threats and related disruptions.

depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those

of third parties with which we may deal.

Sophisticated and deliberate attacks by cyberattackers on, or security breaches in, our

systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation

of our assets, proprietary information and sensitive or confidential data.

As an early stage company without significant investments

in data security protection, we may not be sufficiently protected against such occurrences.

We may not have sufficient resources

to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents.

It is possible that any

of these occurrences, or a combination of them, could have adverse consequences on our business, lead to financial loss and negative

Switchback will also be dependent, in part, upon ChargePoint’s information.

A failure in the security of ChargePoint’s

information systems could seriously harm Switchback’s business and results of operations.

have not registered the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act or

any state securities laws, and such registration may not be in place when an investor desires to exercise warrants, thus precluding

such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire

have not registered the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act or

any state securities laws.

However, under the terms of the warrant agreement governing the terms of our warrants, we have agreed

that as soon as practicable, but in no event later than 15 business days, after the closing of an initial business combination,

we will use our best efforts to file a registration statement under the Securities Act covering such shares.

We will use our best

efforts to cause the same to become effective, but in no event later than 60 business days after the Closing, and to maintain

the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants

in accordance with the provisions of the warrant agreement.

We cannot assure you that we will be able to do so if, for example,

any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus,

the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.

If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit

holders to exercise their warrants on a cashless basis.

However, no warrant will be exercisable for cash or on a cashless basis,

and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares

upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption

from registration is available.

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

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

under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their

warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect,

we will not be required to file or maintain in effect a registration statement, but we will be required to use our best efforts

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

In no event will

we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event

that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state securities

If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration

or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value

and expire worthless.

In such event, holders who acquired their warrants as part of a purchase of units will have paid the full

unit purchase price solely for the shares of Class A common stock included in the units.

If and when the warrants become

redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying shares of Class A

common stock for sale under all applicable state securities laws.

Related to Switchback and the Business Combination

the consummation of the Business Combination, our sole material asset will be our direct equity interest in ChargePoint and we

will be accordingly dependent upon distributions from ChargePoint to pay taxes and cover our corporate and other overhead expenses

and pay dividends, if any, on our common stock.

are a holding company and, subsequent to the completion of the Business Combination, will have no material assets other than our

direct equity interest in ChargePoint.

We will have no independent means of generating revenue.

To the extent ChargePoint has

available cash, we will cause ChargePoint to make distributions of cash to us to pay taxes, cover our corporate and other overhead

expenses and pay dividends, if any, on our common stock.

To the extent that we need funds and ChargePoint fails to generate sufficient

cash flow to distribute funds to us or is restricted from making such distributions or payments under applicable law or regulation

or under the terms of its financing arrangements, or is otherwise unable to provide such funds, our liquidity and financial condition

could be materially adversely affected.

to the consummation of the Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment

or other charges that could have a significant negative effect on our financial condition, results of operations and stock price,

which could cause you to lose some or all of your investment.

we have conducted due diligence on ChargePoint, we cannot assure you that this diligence revealed all material issues that may

be present in ChargePoint, that it would be possible to uncover all material issues through a customary amount of due diligence,

or that factors outside of our control will not later arise.

As a result, we may be forced to later write-down or write-off assets,

restructure our operations or incur impairment or other charges that could result in losses.

Even if our due diligence successfully

identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with

our preliminary risk analysis.

Even though these charges may be non-cash items and may not have an immediate impact on our

liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us following the

completion of the Business Combination or our securities.

In addition, charges of this nature may cause us to be unable to obtain

future financing on favorable terms or at all.

initial stockholders have agreed to vote in favor of the business combination, regardless of how our public stockholders vote.

many other blank check companies in which the founders agree to vote their founder shares in accordance with the majority of the

votes cast by public stockholders in connection with an initial business combination, our initial stockholders have agreed to

vote any shares of Class A common stock and Class B common stock owned by them in favor of the Business Combination.

As of the date hereof, our initial stockholders own shares equal to approximately 20.5% of our issued and outstanding shares of

Class A common stock and Class B common stock in the aggregate.

Accordingly, it is more likely that the necessary stockholder

approval will be received for the Business Combination than would be the case if the initial stockholders agreed to vote any shares

of Class A common stock and Class B common stock owned by them in accordance with the majority of the votes cast by

our public stockholders.

Sponsor, certain members of our board of directors and our officers have interests in the Business Combination that are different

from or are in addition to other stockholders in recommending that stockholders vote in favor of approval of the Business Combination

board of directors has unanimously approved the Business Combination Agreement and related transactions and the other proposals

described in the proxy statement/prospectus/consent solicitation statement related to the Business Combination.

Further, our board

of directors has determined that it is advisable to consummate the Business Combination and has recommended that our stockholders

vote “FOR”

the approval of the Business Combination Agreement.

When considering our board’s recommendation that

our stockholders vote in favor of the approval of the Business Combination proposal, our stockholders should be aware that our

directors and officers have interests in the Business Combination that may be different from, or in addition to, the interests

of our stockholders.

These interests include:

fact that our Sponsor holds 5,521,568 private placement warrants that would expire worthless

if a Business Combination is not consummated;

fact that our Sponsor, officers and directors have agreed not to redeem any of the shares

of our common stock held by them in connection with a stockholder vote to approve the

Business Combination;

fact that our Sponsor paid an aggregate of $25,000 for the Founder Shares, including

120,000 Founder Shares which were subsequently transferred to our independent directors,

and that such securities will have a significantly higher value at the time of the Business

Combination, which if unrestricted and freely tradable would be valued at approximately

$240,044,813, based on the closing price of our Class A common stock of $34.95 per

share on December 16, 2020 (after giving effect to the forfeiture of Founder Shares

contemplated by the Founders Stock Letter and not taking into account the Founder Earn

Back Shares);

the Trust Account is liquidated, including in the event we are unable to complete an

initial business combination within the required time period, our Sponsor has agreed

to indemnify us to ensure that the proceeds in the Trust Account are not reduced below

$10.00 per public share, or such lesser amount per public share as is in the Trust Account

on the liquidation date, by the claims of (a) any third party (other than our independent

registered public accounting firm) for services rendered or products sold to us or (b) a

prospective target business with which we have entered into a letter of intent, confidentiality

or other similar agreement or business combination agreement, but only if such a third

party or target business has not executed a waiver of all rights to seek access to the

Trust Account;

fact that our independent directors own an aggregate of 120,000 Founder Shares that were

transferred from our Sponsor, which if unrestricted and freely tradeable would be valued

at approximately $4,194,000, based on the closing price of our Class A common stock

of $34.95 per share on December 16, 2020 (after giving effect to the forfeiture

of Founder Shares contemplated by the Founders Stock Letter);

fact that our Sponsor, officers and directors will be reimbursed for out-of-pocket expenses

incurred in connection with activities on our behalf, such as identifying potential target

businesses and performing due diligence on suitable business combinations;

fact that our Sponsor, officers and directors will lose their entire investment in us

if an initial business combination is not completed.

board of directors was aware of and considered these interests, among other matters, in reaching the determination to approve

the Business Combination and the Business Combination Agreement and in recommending that the holders of our common stock vote

to approve the Business Combination and adopt the Business Combination Agreement.

initial stockholders hold a significant number of shares of our common stock and our Sponsor holds a significant number of our

They will lose their entire investment in us if we do not complete an initial business combination.

Sponsor and our independent directors hold all of our 7,852,941 Founder Shares, representing 20% of the total outstanding shares

upon completion of our Public Offering.

The Founder Shares will be worthless if we do not complete an initial business combination

by July 30, 2021.

In addition, our Sponsor holds an aggregate of 5,521,568 private placement warrants that will also be worthless

if we do not complete an initial business combination by July 30, 2021.

Founder Shares are identical to the shares of Class A common stock included in the units, except that (a) the Founder

Shares and the shares of Class A common stock into which the Founder Shares convert upon an initial business combination

are subject to certain transfer restrictions, (b) our Sponsor, officers and directors have entered into a letter agreement

with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to their Founder Shares and

any public shares they own in connection with the completion of an initial business combination and (ii) to waive their rights

to liquidating distributions from the Trust Account with respect to their Founder Shares if we fail to complete an initial business

combination by July 30, 2021 (although they will be entitled to liquidating distributions from the Trust Account with respect

to any public shares they hold if we fail to complete an initial business combination by July 30, 2021) and (c) the

Founder Shares are automatically convertible into shares of our Class A common stock at the time of an initial business combination.

personal and financial interests of our Sponsor, officers and directors may have influenced their motivation in identifying and

selecting the business combination, completing the business combination and influencing our operation following the business combination.

will incur significant transaction costs in connection with the Business Combination.

have and expect to incur significant, non-recurring costs in connection with consummating the Business Combination.

incurred in connection with the Business Combination Agreement and the Business Combination, including all legal, accounting,

consulting, investment banking and other fees, expenses and costs, will be for the account of the party incurring such fees, expenses

provided, that, our Sponsor has agreed to pay any Switchback Transaction Costs (as defined in the Registration Statement)

(excluding any PIPE Financing Transaction Costs (as defined in the Registration Statement)) in excess of the Switchback Transaction

Costs Cap (as defined in the Registration Statement), and all other Switchback Transaction Costs will be borne by us.

Our transaction

expenses as a result of the Business Combination are currently estimated at approximately $29.5 million, including approximately

$10.9 million in deferred underwriting discounts and commissions to the underwriters of our Public Offering.

may be subject to business uncertainties while the Business Combination is pending.

about the effect of the Business Combination on employees and third parties may have an adverse effect on ChargePoint and consequently,

on Switchback.

These uncertainties may impair ChargePoint’s ability to attract, retain and motivate key personnel and could

cause third parties that deal with ChargePoint to defer entering into contracts or making other decisions or seek to change existing

business relationships.

If key employees depart because of issues relating to such uncertainty or a desire not to remain with

the business, ChargePoint’s business following the Business Combination could be negatively impacted.

In addition, the Business

Combination Agreement restricts ChargePoint from making certain expenditures and taking other specified actions without the consent

of Switchback until the Business Combination occurs.

These restrictions may prevent ChargePoint from pursuing attractive business

opportunities that may arise prior to the Closing.

consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived,

the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.

Business Combination Agreement is subject to a number of conditions which must be fulfilled in order to complete the Business

Those conditions include:

(a) approval by our stockholders and ChargePoint’s stockholders, (b) Switchback having

at least $5,000,001 of net tangible assets as of the effective time of the consummation of the Business Combination, (c) the expiration

or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (d) the listing of the shares

of Class A common stock to be issued in connection with the Closing and the PIPE Financing on the NYSE (or another national securities

exchange mutually agreed by the parties to the Business Combination Agreement) and the effectiveness of the Registration Statement

and (e) the amount of Switchback Cash (as defined in the Registration Statement) minus (x) the aggregate amount of cash proceeds

that will be required to satisfy redemptions of public shares by our public stockholders in accordance with our organizational

documents, if any, minus (y) the amount of Switchback Transaction Costs that remain unpaid immediately prior to the Closing (excluding,

for the avoidance of doubt, any Switchback Transaction Costs payable by our Sponsor in accordance with the Business Combination

Agreement), equaling at least $300,000,000.

In addition, the parties can mutually decide to terminate the Business Combination

Agreement at any time, before or after stockholder approval, or Switchback or ChargePoint may elect to terminate the Business

Combination Agreement in certain other circumstances.

may waive one or more of the conditions to the Business Combination.

may agree to waive, in whole or in part, one or more of the conditions to our obligations to complete the Business Combination,

to the extent permitted by our Charter, bylaws and applicable laws.

For example, it is a condition to our obligation to close

the Business Combination that certain of ChargePoint’s representations and warranties be true and correct in all material

respects as of the date of the Business Combination Agreement and the Effective Time.

However, if our board of directors determines

that it is in the best interests of Switchback to proceed with the Business Combination, then our board of directors may elect

to waive that condition and close the Business Combination.

we are unable to complete an initial business combination on or prior to July 30, 2021, our public stockholders may receive only

approximately $10.00 per share on the liquidation of our Trust Account (or less than $10.00 per share in certain circumstances

where a third party brings a claim against us that our Sponsor is unable to indemnify), and our warrants will expire worthless.

we are unable to complete an initial business combination on or prior to July 30, 2021, our public stockholders may receive

only approximately $10.00 per share on the liquidation of our Trust Account (or less than $10.00 per share in certain circumstances

where a third party brings a claim against us that our Sponsor is unable to indemnify (as described below)), and our warrants

will expire worthless.

third parties bring claims against us, the proceeds held in our Trust Account could be reduced and the per share redemption amount

received by stockholders may be less than $10.00 per share.

placing of funds in the Trust Account may not protect those funds from third-party claims against us.

Although we will seek to

have all vendors, service providers (except for our independent registered public accounting firm), prospective target businesses

Although we will seek

to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses

and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind

4 unchanged sentences

the funds held in the Trust Account.

If any third-party refuses to execute an agreement waiving such claims to the monies held

in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an

agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would

be significantly more beneficial to us than any alternative.

of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party

consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants

that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver.

Although no third parties have refused to execute an agreement waiving such claims to the

monies held in the Trust Account to date, if any third party refuses to execute such an agreement in the future, our management

will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has

not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to

us than any alternative.

Making such a request of potential target businesses may make our acquisition proposal less attractive

to them and, to the extent prospective target businesses refuse to execute such a waiver, it may limit the field of potential

target businesses that we might pursue.

of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant

whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that

would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver.

In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of,

2 unchanged sentences

timeframe, or upon the exercise of a redemption right in connection with our Business Combination, we will be required to provide

for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption.

Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.00 per public share initially

held in the Trust Account, due to claims of such creditors.

Our Sponsor has agreed that it will be liable to us if and to the

extent any claims by a third party (other than our independent public accountants) for services rendered or products sold to us,

or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar

agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00

per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the

Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest

which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or prospective

target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver

is enforceable) nor will it apply to any claims under our indemnity of the underwriters of our Public Offering against certain

liabilities, including liabilities under the Securities Act.

However, we have not asked our Sponsor to reserve for such indemnification

obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations.

Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations.

As a result, if any such claims were

successfully made against the Trust Account, the funds available for our initial business combination and redemptions could be

reduced to less than $10.00 per public share.

In such event, we may not be able to complete our initial business combination,

and you would receive such lesser amount per share in connection with any redemption of your public shares.

None of our officers

or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target

for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption.

Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.00 per public share

initially held in the Trust Account, due to claims of such creditors.

Our Sponsor has agreed that it will be liable to us if and

to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered

or products sold to us, or a prospective target business with which we have entered into a letter of intent, confidentiality or

other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser

of (a) $10.00 per public share and (b) the actual amount per public share held in the Trust Account, if less than $10.00

per share due to reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case

including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income

taxes, less franchise and income taxes payable, provided that such liability will not apply to any claims by a third party or

prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not

such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the Public Offering against

certain liabilities, including liabilities under the Securities Act.

However, we have not asked our Sponsor to reserve for such

indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity

obligations and we believe that our Sponsor’s only assets are securities of our company.

Therefore, we cannot assure you

that our Sponsor would be able to satisfy those obligations.

As a result, if any such claims were successfully made against the

Trust Account, the funds available for an initial business combination and redemptions could be reduced to less than $10.00 per

public share.

In such event, we may not be able to complete an initial business combination, and you would receive such lesser

amount per share in connection with any redemption of your public shares.

None of our officers or directors will indemnify us

for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the completion

of the Business Combination.

October 29, 2020, a putative class action lawsuit was filed in the Supreme Court of the State of New York by a purported

Switchback stockholder in connection with the Business Combination:

Switchback Energy Acquisition Corporation ,

et al., Index No.

655800/2020 (Sup.

Separately, on November 6, 2020, a putative class action lawsuit was

filed in the Supreme Court of the State of New York by a different purported Switchback stockholder in connection with the

Business Combination:

Switchback Energy Acquisition Corporation, et al., Index No.

656119/2020 (Sup.

Additionally, on December 15, 2020, a complaint was filed in the United States District Court for the Southern

District of New York by a purported Switchback stockholder in connection with the Business Combination:

Energy Acquisition Corporation, et al., Case No.

1:20-cv-10577 (S.D.N.Y.).

On December 16, 2020,

a separate complaint was filed in the Supreme Court of the State of New York by a purported Switchback stockholder in connection

with the Business Combination:

Switchback Energy Acquisition Corporation, et al., Index No.

Cnty.) (collectively, the “Complaints”).

The Complaints name Switchback and current members of our

board as defendants.

The Complaints allege, among other things, breach of fiduciary duty claims against our board in connection

with the Business Combination.

The Complaints also allege that the proxy statement/prospectus/consent solicitation statement related

to the Business Combination is materially misleading and/or omits material information concerning the Business Combination, including,

with respect to the Federal Complaint (as defined below), in violation of Sections 14(a) and 20(a) of the Exchange Act.

The Complaints

generally seek injunctive relief, unspecified damages and awards of attorneys’

and experts’

fees, among other remedies.

lawsuits may be filed against Switchback or our directors and officers in connection with the Business Combination.

such additional lawsuits could require Switchback to incur significant costs and draw the attention of our management team away

from the Business Combination.

Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time

the Business Combination is consummated may adversely affect New ChargePoint’s business, financial condition, results of

operations and cash flows.

Such legal proceedings could also delay or prevent the Business Combination from becoming effective

within the completed timeframe.

directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of

funds in the Trust Account available for distribution to our public stockholders.

the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual

amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00

per share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes,

and our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to

a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its

the event that the proceeds in the Trust Account are reduced below the lesser of (a) $10.00 per public share and (b) the

actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than

$10.00 per share due to reductions in the value of the trust assets, in each case including interest earned on the funds held

in the Trust Account and not previously released to us to pay our franchise and income taxes, less franchise and income taxes

payable, and our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related

to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its

indemnification obligations.

8 unchanged sentences

However, our officers and directors

have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account.

Accordingly, any

indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the Trust Account

or (ii) we consummate an initial business combination.

Our obligation to indemnify our officers and directors may discourage stockholders

from bringing a lawsuit against our officers or directors for breach of their fiduciary duty.

These provisions also may have the

effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if

successful, might otherwise benefit us and our stockholders.

Furthermore, a stockholder’s investment may be adversely affected

to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification

have agreed, and any persons who may become officers or directors prior to an initial business combination will agree, to waive

any right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against the

Trust Account for any reason whatsoever.

Accordingly, any indemnification provided will be able to be satisfied by us only if

(a) we have sufficient funds outside of the Trust Account or (b) we consummate an initial business combination.

obligation to indemnify our officers and directors may discourage stockholders from bringing a lawsuit against our officers or

directors for breach of their fiduciary duty.

These provisions also may have the effect of reducing the likelihood of derivative

litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders.

Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage

awards against our officers and directors pursuant to these indemnification provisions.

after we distribute the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary

8 unchanged sentences

In addition, our board

of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing

itself and us to claims of punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims

of creditors.

may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself

and us to claims of punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims of creditors.

before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary

6 unchanged sentences

claims of our stockholders.

To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise

be received by our stockholders in connection with our liquidation may be reduced.

we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance

requirements and our activities may be restricted, which may make it difficult for us to complete our business combination.

we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

restrictions on the nature of our investments;

restrictions on the issuance of securities,

each of which may make it difficult for us to complete our business combination.

addition, we may have imposed upon us burdensome requirements, including:

registration as an investment company;

adoption of a specific form of corporate structure;

reporting, record keeping, voting, proxy and

disclosure requirements and other rules and regulations.

order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we

must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our

activities do not include investing, reinvesting, owning, holding or trading “investment securities”

more than 40% of our assets (exclusive of U.S.

government securities and cash items) on an unconsolidated basis.

will be to identify and complete a business combination and thereafter to operate the post-transaction business or assets for

the long term.

We do not plan to buy businesses or assets with a view to resale or profit from their resale.

We do not plan to

buy unrelated businesses or assets or to be a passive investor.

do not believe that our anticipated principal activities will subject us to the Investment Company Act.

To this end, the proceeds

held in the Trust Account may only be invested in United States “government securities”

within the meaning of Section

2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions

under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S.

government treasury obligations.

Pursuant to the trust agreement governing the Trust Account, the Trustee is not permitted to invest in other securities or assets.

By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing

businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity

fund), we intend to avoid being deemed an “investment company”

within the meaning of the Investment Company Act.

Trust Account is intended as a holding place for funds pending the earliest to occur of:

(i) the completion of our initial business

(ii) the redemption of any public shares properly submitted in connection with a stockholder vote to approve an amendment

to our amended and restated certificate of incorporation that would affect the substance or timing of our obligation to redeem

100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of our

Public Offering;

or (iii) the redemption of our public shares if we are unable to complete our business combination within 24

months from the closing of our Public Offering, subject to applicable law.

If we do not invest the proceeds as discussed above,

we may be deemed to be subject to the Investment Company Act.

If we were deemed to be subject to the Investment Company Act, compliance

with additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability

to complete a business combination.

If we are unable to complete our initial business combination, our public stockholders may

only receive their pro rata portion of the funds in the Trust Account that are available for distribution to public stockholders,

and our Warrants will expire worthless.

in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our

ability to negotiate and complete our initial business combination, and results of operations.

are subject to laws and regulations enacted by national, regional and local governments.

In particular, we are required to comply

with certain SEC and other legal requirements.

Compliance with, and monitoring of, applicable laws and regulations may be difficult,

time consuming and costly.

Those laws and regulations and their interpretation and application may also change from time to time

and those changes could have a material adverse effect on our business, investments and results of operations.

In addition, a

failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our

business, including our ability to negotiate and complete our initial business combination, and results of operations.

stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption

of their shares .

the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received

by them in a dissolution.

The pro rata portion of our Trust Account distributed to our public stockholders upon the redemption

of our public shares in the event we do not complete our initial business combination within 24 months from the closing of our

Public Offering may be considered a liquidating distribution under Delaware law.

If a corporation complies with certain procedures

set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including

a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which

the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are

made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such

stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder

would be barred after the third anniversary of the dissolution.

However, it is our intention to redeem our public shares as soon

as reasonably possible following the 24th month from the closing of our Public Offering in the event we do not complete our business

combination and, therefore, we do not intend to comply with the foregoing procedures.

we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us

at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against

us within the 10 years following our dissolution.

However, because we are a blank check company, rather than an operating company,

and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise

would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.

If our plan of distribution

complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited

to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability

of the stockholder would likely be barred after the third anniversary of the dissolution.

We cannot assure you that we will properly

assess all claims that may be potentially brought against us.

As such, our stockholders could potentially be liable for any claims

to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third

anniversary of such date.

Furthermore, if the pro rata portion of our Trust Account distributed to our public stockholders upon

the redemption of our public shares in the event we do not complete our initial business combination within 24 months from the

closing of our Public Offering is not considered a liquidating distribution under Delaware law and such redemption distribution

is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then

be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

may not hold an annual meeting of stockholders until after the consummation of our initial business combination, which could delay

the opportunity for our stockholders to elect directors.

accordance with NYSE corporate governance requirements, we are not required to hold an annual meeting until no later than one

year after our first fiscal year end following our listing on the NYSE.

Under Section 211(b) of the DGCL, we are, however, required

to hold an annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws unless such election

is made by written consent in lieu of such a meeting.

We may not hold an annual meeting of stockholders to elect new directors

prior to the consummation of our initial business combination, and thus we may not be in compliance with Section 211(b) of the

DGCL, which requires an annual meeting.

Therefore, if our stockholders want us to hold an annual meeting prior to the consummation

of our initial business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court

of Chancery in accordance with Section 211(c) of the DGCL.

have not registered the shares of Class A common stock issuable upon exercise of the Warrants under the Securities Act or any

state securities laws, and such registration may not be in place when an investor desires to exercise Warrants, thus precluding

such investor from being able to exercise its Warrants except on a cashless basis and potentially causing such Warrants to expire

have not registered the shares of Class A common stock issuable upon exercise of the Warrants under the Securities Act or any

state securities laws.

However, under the terms of the warrant agreement governing the terms of our warrants, we have agreed that

as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we

will use our best efforts to file a registration statement under the Securities Act covering such shares.

We will use our best

efforts to cause the same to become effective, but in no event later than 60 business days after the closing of our initial business

combination, and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until

the expiration of the warrants in accordance with the provisions of the warrant agreement.

We cannot assure you that we will be

able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in

the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current

or correct or the SEC issues a stop order.

If the shares issuable upon exercise of the Warrants are not registered under the Securities

Act, we will be required to permit holders to exercise their Warrants on a cashless basis.

However, no Warrant will be exercisable

for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their Warrants,

unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the

exercising holder, or an exemption from registration is available.

Notwithstanding the above, if our Class A common stock is at

the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a

“covered security”

under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of Warrants

who exercise their Warrants to do so on a “cashless basis”

in accordance with Section 3(a)(9) of the Securities Act

and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will be

required to use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is

not available.

In no event will we be required to net cash settle any Warrant, or issue securities or other compensation in exchange

for the Warrants in the event that we are unable to register or qualify the shares underlying the Warrants under the Securities

Act or applicable state securities laws, and there is no exemption available.

If the issuance of the shares upon exercise of the

Warrants is not so registered or qualified or exempt from registration or qualification, the holder of such Warrant shall not

be entitled to exercise such Warrant and such Warrant may have no value and expire worthless.

In such event, holders who acquired

their Warrants as part of a purchase of Units will have paid the full Unit purchase price solely for the shares of Class A common

stock included in the Units.

If and when the Warrants become redeemable by us, we may exercise our redemption right even if we

are unable to register or qualify the underlying shares of Class A common stock for sale under all applicable state securities

grant of registration rights to our initial stockholders may make it more difficult to complete our initial business combination,

and the future exercise of such rights may adversely affect the market price of our Class A common stock.

to an agreement entered into in connection with our Public Offering, our initial stockholders and their permitted transferees

can demand that we register the shares of Class A common stock into which Founder Shares are convertible, holders of our Private

Placement Warrants and their permitted transferees can demand that we register the Private Placement Warrants and the shares of

Class A common stock issuable upon exercise of the Private Placement Warrants and holders of warrants that may be issued upon

conversion of working capital loans may demand that we register the Class A common stock issuable upon exercise of such warrants.

We will bear the cost of registering these securities.

The registration and availability of such a significant number of securities

for trading in the public market may have an adverse effect on the market price of our Class A common stock.

In addition, the

existence of the registration rights may make our initial business combination more costly or difficult to conclude.

This is because

the stockholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration

to offset the negative impact on the market price of our Class A common stock that is expected when the securities owned by our

initial stockholders, holders of our Private Placement Warrants, holders of warrants that may be issued upon conversion of working

capital loans or their respective permitted transferees are registered.

we are not limited to a particular industry, sector or any specific target businesses with which to pursue our initial business

combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.

we expect to focus our search for a target business in the energy industry, we may complete a business combination with an operating

company in any industry or sector.

However, we will not, under our amended and restated certificate of incorporation, be permitted

to effectuate our business combination with another blank check company or similar company with nominal operations.

basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash

flows, liquidity, financial condition or prospects.

To the extent we complete our business combination, we may be affected by

numerous risks inherent in the business operations with which we combine.

For example, if we combine with a financially unstable

business or an entity lacking an established record of revenues or earnings, we may be affected by the risks inherent in the business

and operations of a financially unstable or a development stage entity.

Although our officers and directors will endeavor to evaluate

the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the

significant risk factors or that we will have adequate time to complete due diligence.

Furthermore, some of these risks may be

outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a

target business.

We also cannot assure you that an investment in our securities will ultimately prove to be more favorable to

investors than a direct investment, if such opportunity were available, in a business combination target.

Accordingly, any stockholders

who choose to remain stockholders following the business combination could suffer a reduction in the value of their securities.

Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the

reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they

are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials (as

applicable) relating to the business combination contained an actionable material misstatement or material omission.

we intend to seek a business combination with a target business or businesses in the energy industry, we expect our future operations

to be subject to risks associated with this industry.

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

Because we have not yet selected or

approached any specific target business or sector, we cannot provide specific risks of any business combination.

However, risks

inherent in investments in the energy industry include, but are not limited to, the following:

of oil and natural gas prices, including volatility caused by the

lack of agreement on production levels by the Organization of the Petroleum Exporting Countries and Russia;

uncertainty about the duration of the COVID-19 pandemic and the risk of oil and gas production outweighing consumption;

and availability of alternative fuels, such as solar, coal, nuclear and wind energy;

● competitive

pressures in the utility industry, primarily in wholesale markets, as a result of consumer

demand, technological advances, greater availability of natural gas and other factors;

● significant

federal, state and local regulation, taxation and regulatory approval processes as well

as changes in applicable laws and regulations;

speculative nature of and high degree of risk involved in investments in the upstream,

midstream and energy services sectors, including relying on estimates of oil and gas

reserves and the impacts of regulatory and tax changes;

exploration and development risks, including encountering unexpected formations or pressures,

premature declines of reservoirs, blow-outs, equipment failures and other accidents,

cratering, sour gas releases, uncontrollable flows of oil, natural gas or well fluids,

adverse weather conditions, pollution, fires, spills and other environmental risks, any

of which could lead to environmental damage, injury and loss of life or the destruction

and capacity of oil, natural gas and other transportation and support infrastructure

to production facilities;

● availability

of key inputs, such as strategic consumables, raw materials and drilling and processing

in global supply and demand and prices for commodities;

of energy conservation efforts;

● technological

advances affecting energy production and consumption;

domestic and global economic conditions;

● availability

of, and potential disputes with, independent contractors;

disasters, terrorist acts and similar dislocations;

dollar relative to the currencies of other countries.

search for a business combination, and any target business with which we ultimately consummate a business combination, may be

materially adversely affected by the recent coronavirus (COVID-19) outbreak.

December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread

throughout China and other parts of the world, including the United States.

On January 30, 2020, the World Health Organization

declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.”

On January 31, 2020, U.S.

Health and Human Services Secretary Alex M.

Azar II declared a public health emergency for the United

States to aid the U.S.

healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized

the outbreak as a “pandemic”.

A significant outbreak of COVID-19 and other infectious diseases could result in a widespread

health crisis that could adversely affect the economies and financial markets worldwide, and the business of any potential target

business with which we consummate a business combination could be materially and adversely affected.

Furthermore, we may be unable

to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings

with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate

and consummate a transaction in a timely manner.

The extent to which COVID-19 impacts our search for a business combination will

depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge

concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

If the disruptions

posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate a business

combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially

adversely affected.

performance by NGP and our management team may not be indicative of future performance of an investment in us.

regarding performance by, or businesses associated with, NGP and its affiliates and our management team is presented for informational

purposes only.

Past performance by NGP and our management team is not a guarantee either (i) of success with respect to any business

combination we may consummate or (ii) that we will be able to locate a suitable candidate for our initial business combination.

You should not rely on the historical record of NGP’s or our management team’s performance as indicative of our future

performance or of an investment in us or the returns we will, or are likely to, generate going forward.

Other than Scott Gieselman

and Joseph Armes, none of our officers or directors has had experience with blank check companies or special purpose acquisition

companies in the past.

may seek acquisition opportunities in industries or sectors outside of the energy industry (which industries may or may not be

outside of our management’s areas of expertise).

we intend to focus on identifying business combination candidates in the energy industry, we will consider a business combination

outside of the energy industry if a business combination candidate is presented to us and we determine that such candidate offers

an attractive acquisition opportunity for the Company or we are unable to identify a suitable candidate in the energy industry

after having expended a reasonable amount of time and effort in an attempt to do so.

Although our management will endeavor to

evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain

or assess all of the significant risk factors.

We also cannot assure you that an investment in our securities will not ultimately

prove to be less favorable than a direct investment, if an opportunity were available, in a business combination candidate.

the event we elect to pursue an acquisition outside of the energy industry, our management’s expertise may not be directly

applicable to its evaluation or operation, and the information contained in this Annual Report on Form 10-K regarding the energy

industry would not be relevant to an understanding of the business that we elect to acquire.

As a result, our management may not

be able to adequately ascertain or assess all of the significant risk factors.

Accordingly, any stockholders who choose to remain

stockholders following our business combination could suffer a reduction in the value of their shares.

Such stockholders are unlikely

to have a remedy for such reduction in value.

we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses,

we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result,

the target business with which we enter into our initial business combination may not have attributes entirely consistent with

our general criteria and guidelines.

we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target

business with which we enter into our initial business combination will not have all of these positive attributes.

If we complete

our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be

as successful as a combination with a business that does meet all of our general criteria and guidelines.

In addition, if we announce

a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of stockholders

may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business

that requires us to have a minimum net worth or a certain amount of cash.

In addition, if stockholder approval of the transaction

is required by law, or we decide to obtain stockholder approval for business or other legal reasons, it may be more difficult

for us to attain stockholder approval of our initial business combination if the target business does not meet our general criteria

and guidelines.

If we are unable to complete our initial business combination, our public stockholders may only receive their

pro rata portion of the funds in the Trust Account that are available for distribution to public stockholders, and our Warrants

will expire worthless.

may seek acquisition opportunities with a financially unstable business or an entity lacking an established record of revenue

or earnings, which could subject us to volatile revenues, cash flows or earnings or difficulty in retaining key personnel.

the extent we complete our initial business combination with a financially unstable business or an entity lacking an established

record of revenues, cash flows or earnings, we may be affected by numerous risks inherent in the operations of the business with

which we combine.

These risks include volatile revenues, cash flows or earnings and difficulties in obtaining and retaining key

Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we

may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete

due diligence.

Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce

the chances that those risks will adversely impact a target business.

are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and

consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to the

Company from a financial point of view.

we complete our business combination with an affiliated entity, we are not required to obtain an opinion from an independent investment

banking firm that is a member of FINRA or from an independent accounting firm that the price we are paying is fair to the Company

from a financial point of view.

If no opinion is obtained, our stockholders will be relying on the judgment of our board of directors,

who will determine fair market value based on standards generally accepted by the financial community.

Such standards used will

be disclosed in our proxy solicitation or tender offer materials, as applicable, related to our initial business combination.

If our board of directors is not able to independently determine the fair market value of our initial business combination, we

will obtain an opinion from an independent investment banking firm.

However, our stockholders may not be provided with a copy

of such opinion, nor will they be able to rely on such opinion.

may issue additional common stock or preferred stock to complete our initial business combination or under an employee incentive

plan after completion of our initial business combination.

We may also issue shares of Class A common stock upon the conversion

of the Class B common stock at a ratio greater than one-to-one at the time of our initial business combination as a result of

the anti-dilution provisions contained in our amended and restated certificate of incorporation.

Any such issuances would dilute

the interest of our stockholders and likely present other risks.

may issue a substantial number of additional shares of common or preferred stock to complete our initial business combination

or under an employee incentive plan after completion of our initial business combination.

We may also issue shares of Class A

common stock upon conversion of the Class B common stock at a ratio greater than one-to-one at the time of our initial business

combination as a result of the anti-dilution provisions contained in our amended and restated certificate of incorporation.

issuance of additional shares of common or preferred stock:

may significantly dilute the equity interests

of our investors;

may subordinate the rights of holders of common

stock if preferred stock is issued with rights senior to those afforded our common stock;

could cause a change in control if a substantial

number of shares of our common stock are issued, which may affect, among other things, our ability to use our net operating

loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

may adversely affect prevailing market prices

for our Units, Class A common stock and/or Warrants.

some other similarly structured blank check companies, our initial stockholders will receive additional shares of Class A common

stock if we issue shares to consummate an initial business combination.

Founder Shares will automatically convert into shares of Class A common stock at the time of our initial business combination

on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like.

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

of Class A common stock, are issued or deemed issued in excess of the amounts sold in our Public Offering and related to the closing

of our initial business combination, the ratio at which Founder Shares will convert into shares of Class A common stock will be

adjusted so that the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the

aggregate 20% of the sum of our shares of common stock outstanding upon completion of our Public Offering plus the number of shares

of Class A common stock and equity-linked securities issued or deemed issued in connection with our initial business combination,

excluding and any shares of Class A common stock or equity-linked securities issued, or to be issued, to any seller in our initial

business combination.

could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts

to locate and acquire or merge with another business.

If we are unable to complete our initial business combination, our public

stockholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to

public stockholders, and our Warrants will expire worthless.

anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements,

disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants,

attorneys, consultants and others.

If we decide not to complete a specific initial business combination, the costs incurred up

to that point for the proposed transaction likely would not be recoverable.

Furthermore, if we reach an agreement relating to

a specific target business, we may fail to complete our initial business combination for any number of reasons including those

beyond our control.

Any such event will result in a loss to us of the related costs incurred which could materially adversely

affect subsequent attempts to locate and acquire or merge with another business.

If we are unable to complete our initial business

combination, our public stockholders may only receive their pro rata portion of the funds in the Trust Account that are available

for distribution to public stockholders, and our Warrants will expire worthless.

are dependent upon our officers and directors, and their loss could adversely affect our ability to operate.

operations are dependent upon a relatively small group of individuals and, in particular, our officers and directors.

that our success depends on the continued service of our officers and directors, at least until we have completed our initial

business combination.

In addition, our officers and directors are not required to commit any specified amount of time to our affairs

and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying

potential business combinations and monitoring the related due diligence.

We do not have an employment agreement with, or key-man

insurance on the life of, any of our directors or officers.

The unexpected loss of the services of one or more of our directors

or officers could have a detrimental effect on us.

ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon

the efforts of our key personnel, some of whom may join us following our initial business combination.

The loss of key personnel

could negatively impact the operations and profitability of our post-combination business.

ability to successfully effect our business combination is dependent upon the efforts of our key personnel.

The role of our key

personnel in the target business, however, cannot presently be ascertained.

Although some of our key personnel may remain with

the target business in senior management or advisory positions following our business combination, it is likely that some or all

of the management of the target business will remain in place.

While we intend to closely scrutinize any individuals we engage

after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct.

These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to

have to expend time and resources helping them become familiar with such requirements.

addition, the officers and directors of an acquisition candidate may resign upon completion of our initial business combination.

The departure of a business combination target’s key personnel could negatively impact the operations and profitability

of our post-combination business.

The role of an acquisition candidate’s key personnel upon the completion of our initial

business combination cannot be ascertained at this time.

Although we contemplate that certain members of an acquisition candidate’s

management team will remain associated with the acquisition candidate following our initial business combination, it is possible

that members of the management of an acquisition candidate will not wish to remain in place.

The loss of key personnel could negatively

impact the operations and profitability of our post-combination business.

key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business

combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel.

agreements may provide for them to receive compensation following our business combination and, as a result, may cause them to

have conflicts of interest in determining whether a particular business combination is the most advantageous.

key personnel may be able to remain with our company after the completion of our business combination only if they are able to

negotiate employment or consulting agreements in connection with the business combination.

Such negotiations would take place

simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation

in the form of cash payments and/or our securities for services they would render to us after the completion of the business combination.

Such negotiations also could make such key personnel’s retention or resignation a condition to any such agreement.

and financial interests of such individuals may influence their motivation in identifying and selecting a target business.

may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial

business combination with a target business whose management may not have the skills, qualifications or abilities to manage a

public company, which could, in turn, negatively impact the value of our stockholders’

investment in us.

evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess

the target business’s management may be limited due to a lack of time, resources or information.

Our assessment of the capabilities

of the target business’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications

or abilities we suspected.

Should the target business’s management not possess the skills, qualifications or abilities necessary

to manage a public company, the operations and profitability of the post-combination business may be negatively impacted.

any stockholders who choose to remain stockholders following the business combination could suffer a reduction in the value of

their securities.

Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully

claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to

them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer

materials (as applicable) relating to the business combination contained an actionable material misstatement or material omission.

officers and directors of an acquisition candidate may resign upon completion of our initial business combination.

a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination

role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained

at this time.

Although we contemplate that certain members of an acquisition candidate’s management team will remain associated

with the acquisition candidate following our initial business combination, it is possible that members of the management of an

acquisition candidate will not wish to remain in place.

officers and directors may allocate their time to other businesses thereby causing conflicts of interest in their determination

as to how much time to devote to our affairs.

This conflict of interest could have a negative impact on our ability to complete

our initial business combination.

officers and directors are not required to, and our directors will not, commit their full time to our affairs, which may result

in a conflict of interest in allocating their time between our operations and our search for a business combination and other

We do not intend to have any full-time employees prior to the completion of our initial business combination.

officers are not obligated to contribute any specific number of hours per week to our affairs.

In addition, certain of our directors

are employed by NGP, which is an investment manager to various private investment funds, which make investments in securities

or other interests of or relating to companies in industries we may target for our initial business combination.

Our independent

directors may also serve as officers or board members for other entities.

If our officers’

and directors’

other business

affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could

limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business

of our directors are now and may in the future become affiliated with entities engaged in business activities similar to those

intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which

entity a particular business opportunity should be presented.

we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more

Certain of our directors are and may in the future become affiliated with entities that are engaged in a similar business.

directors also may become aware of business opportunities which may be appropriate for presentation to us and the other entities

to which they owe certain fiduciary or contractual duties.

they may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation

Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity

offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as

a director or officer of the Company and such opportunity is one we are legally and contractually permitted to undertake and would

otherwise be reasonable for us to pursue.

officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with

our interests.

have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct

or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which

we are a party or have an interest.

In fact, we may enter into a business combination with a target business that is affiliated

with our Sponsor, our directors or officers, although we do not intend to do so, or we may acquire a target business through an

Affiliated Joint Acquisition with one or more affiliates of NGP and/or one or more investors in the NGP Funds.

We do not have

a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted

Accordingly, such persons or entities may have a conflict between their interests and ours.

particular, NGP and its affiliates also are focused on investments in the energy industry.

As a result, there may be substantial

overlap between companies that would be a suitable business combination for us and companies that would make an attractive target

for such other affiliates.

may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated

with our Sponsor, officers, directors or existing holders which may raise potential conflicts of interest.

light of the involvement or potential involvement of our Sponsor, officers and directors with other entities, we may decide to

acquire one or more businesses affiliated with our Sponsor, officers, directors or existing holders.

Our directors also serve

as officers and board members for other entities.

Such entities may compete with us for business combination opportunities.

we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction

if we determined that such affiliated entity met our criteria for a business combination and such transaction was approved by

a majority of our independent and disinterested directors.

Despite our obligation to obtain an opinion from an independent investment

banking firm that is a member of FINRA or from an independent accounting firm regarding the fairness to the Company from a financial

point of view of a business combination with one or more domestic or international businesses affiliated with our Sponsor, officers

or directors, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not

be as advantageous to our public stockholders as they would be absent any conflicts of interest.

we may pursue an Affiliated Joint Acquisition opportunity with an entity affiliated with NGP and/or one or more investors in the

Any such parties may co-invest with us in the target business at the time of our initial business combination, or we

could raise additional proceeds to complete the acquisition by issuing to such parties a class of equity or equity-linked securities.

our Sponsor, officers and directors will lose their entire investment in us if our business combination is not completed (other

than with respect to public shares they may acquire), a conflict of interest may arise in determining whether a particular business

combination target is appropriate for our initial business combination.

May 16, 2019, our Sponsor purchased an aggregate of 8,625,000 Founder Shares for an aggregate purchase price of $25,000, or approximately

$0.003 per share.

In July 2019, our Sponsor transferred 40,000 Founder Shares to each of our independent directors at their original

purchase price.

In September 2019, our Sponsor forfeited an aggregate of 772,059 Founder Shares.

The Founder Shares will be worthless

if we do not complete an initial business combination.

In addition, our Sponsor has purchased an aggregate of 5,521,568 Private

Placement Warrants, each exercisable for one share of our Class A common stock at $11.50 per share, for an aggregate purchase

price of approximately $8.3 million, or $1.50 per warrant, that will also be worthless if we do not complete a business combination.

The Founder Shares are identical to the shares of Class A common stock included in the units being sold in this offering, except

that only holders of the Founder Shares have the right to vote on the election of directors prior to our initial business combination

and they are shares of Class B common stock that automatically convert into shares of our Class A common stock at the time of

our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described

However, the holders have agreed (A) to vote any shares owned by them in favor of any proposed business combination and

(B) not to redeem any Founder Shares in connection with a stockholder vote to approve a proposed initial business combination.

In addition, we may obtain loans from our Sponsor, affiliates of our Sponsor or an officer or director.

The personal and financial

interests of our officers and directors may influence their motivation in identifying and selecting a target business combination,

completing an initial business combination and influencing the operation of the business following our initial business combination.

This risk may become more acute as the 24-month anniversary of the closing of our Public Offering nears, which is the deadline

for our completion of an initial business combination.

our Sponsor paid only approximately $0.003 per share for the Founder Shares, our officers and directors could potentially make

a substantial profit even if we acquire a target business that subsequently declines in value.

May 16, 2019, our Sponsor purchased an aggregate of 8,625,000 Founder Shares for an aggregate purchase price of $25,000, or approximately

$0.003 per share.

In July 2019, our Sponsor transferred 40,000 Founder Shares to each of our independent directors at their original

purchase price.

In September 2019, our Sponsor forfeited an aggregate of 772,059 Founder Shares.

Our officers and directors have

a significant economic interest in our Sponsor.

As a result, the low acquisition cost of the Founder Shares creates an economic

incentive whereby our officers and directors could potentially make a substantial profit even if we acquire a target business

that subsequently declines in value and is unprofitable for public investors.

may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely

affect our leverage and financial condition and thus negatively impact the value of our stockholders’

investment in us.

may choose to incur substantial debt to complete our business combination.

The incurrence of debt could have a variety of negative

effects, including:

default and foreclosure on our assets if our

operating revenues after an initial business combination are insufficient to repay our debt obligations;

acceleration of our obligations to repay the

indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the

maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

our immediate payment of all principal and accrued

interest, if any, if the debt security is payable on demand;

our inability to obtain necessary additional

financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security

is outstanding;

our inability to pay dividends on our common

using a substantial portion of our cash flow

to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared,

to pay expenses, make capital expenditures and acquisitions and fund other general corporate purposes;

limitations on our flexibility in planning for

and reacting to changes in our business and in the industry in which we operate;

increased vulnerability to adverse changes in

general economic, industry and competitive conditions and adverse changes in government regulation;

limitations on our ability to borrow additional

amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy;

other disadvantages compared to our competitors

who have less debt.

may only be able to complete one business combination with the proceeds of our Public Offering and the sale of the Private Placement

Warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services.

This lack of diversification may negatively impact our operations and profitability.

may effectuate our business combination with a single target business or multiple target businesses simultaneously or within a

short period of time.

However, we may not be able to effectuate our business combination with more than one target business because

of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma

financial statements with the SEC that present operating results and the financial condition of several target businesses as if

they had been operated on a combined basis.

By completing our initial business combination with only a single entity, our lack

of diversification may subject us to numerous economic, competitive and regulatory developments.

Further, we would not be able

to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which

may have the resources to complete several business combinations in different industries or different areas of a single industry.

In addition, we intend to focus our search for an initial business combination in a single industry.

Accordingly, the prospects

for our success may be:

solely dependent upon the performance of a single

business, property or asset, or

dependent upon the development or market acceptance

of a single or limited number of products, processes or services.

lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a

substantial adverse impact upon the particular industry in which we may operate subsequent to our business combination.

may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to

complete our business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers

to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which

may make it more difficult for us, and delay our ability, to complete our initial business combination.

With multiple business

combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations

and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation

of the operations and services or products of the acquired companies in a single operating business.

If we are unable to adequately

address these risks, it could negatively impact our profitability and results of operations.

may attempt to complete our initial business combination with a private company about which little information is available, which

may result in a business combination with a company that is not as profitable as we suspected, if at all.

pursuing our business combination strategy, we may seek to effectuate our initial business combination with a privately held company.

Very little public information generally exists about private companies, and we could be required to make our decision on whether

to pursue a potential initial business combination on the basis of limited information, which may result in a business combination

with a company that is not as profitable as we suspected, if at all.

management may not be able to maintain control of a target business after our initial business combination.

We cannot provide

assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities

necessary to profitably operate such business.

may structure a business combination so that the post-transaction company in which our public stockholders own shares will own

less than 100% of the equity interests or assets of a target business, but we will only complete such business combination if

the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires

an interest in the target sufficient for the post-transaction company not to be required to register as an investment company

under the Investment Company Act.

We will not consider any transaction that does not meet such criteria.

Even if the post-transaction

company owns 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively

own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the

business combination transaction.

For example, we could pursue a transaction in which we issue a substantial number of new shares

in exchange for all of the outstanding capital stock of a target.

In this case, we would acquire a 100% interest in the target.

However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to such transaction

could own less than a majority of our outstanding shares of common stock subsequent to such transaction.

In addition, other minority

stockholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the Company’s

stock than we initially acquired.

Accordingly, this may make it more likely that our management will not be able to maintain control

of the target business.

do not have a specified maximum redemption threshold.

The absence of such a redemption threshold may make it possible for us to

complete a business combination with which a substantial majority of our stockholders do not agree.

amended and restated certificate of incorporation does not provide a specified maximum redemption threshold, except that in no

event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that

we are not subject to the SEC’s “penny stock”

As a result, we may be able to complete our business combination

even though a substantial majority of our public stockholders do not agree with the transaction and have redeemed their shares

or, if we seek stockholder approval of our initial business combination and do not conduct redemptions in connection with our

business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares

to our Sponsor, officers, directors, advisors or any of their affiliates.

In the event the aggregate cash consideration we would

be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to

satisfy cash conditions pursuant to the terms of the proposed business combination exceeds the aggregate amount of cash available

to us, we will not complete the business combination or redeem any shares, all shares of Class A common stock submitted for redemption

will be returned to the holders thereof, and we instead may search for an alternate business combination.

order to effectuate our initial business combination, we may seek to amend our amended and restated certificate of incorporation

or other governing instruments in a manner that will make it easier for us to complete our initial business combination but that

our stockholders or warrantholders may not support.

order to effectuate a business combination, we may amend various provisions of our charter and governing instruments, including

the warrant agreement, the underwriting agreement relating to our Public Offering, the letter agreement among us and our Sponsor,

officers and directors, and the registration rights agreement among us and our initial stockholders.

These agreements contain

various provisions that our public stockholders might deem to be material.

While we do not expect our board to approve any amendment

to any of these agreements prior to our initial business combination, it may be possible that our board, in exercising its business

judgment and subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement in connection with

the consummation of our initial business combination.

Except in relation to the charter, any such amendments would not require

approval from our stockholders and may have an adverse effect on the value of an investment in our securities.

We cannot assure

you that we will not seek to amend our charter or other governing instruments or change our industry focus in order to effectuate

our initial business combination.

provisions of our amended and restated certificate of incorporation that relate to our pre-business combination activity (and

corresponding provisions of the agreement governing the release of funds from the Trust Account) may be amended with the approval

of holders of 65% of our common stock, which is a lower amendment threshold than that of some other blank check companies.

may be easier for us, therefore, to amend our amended and restated certificate of incorporation and the trust agreement to facilitate

the completion of an initial business combination that some of our stockholders may not support.

other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including

those which relate to a company’s pre-business combination activity, without approval by a certain percentage of the company’s

stockholders.

In those companies, amendment of these provisions requires approval by between 90% and 100% of the company’s

public stockholders.

Our amended and restated certificate of incorporation provides that any of its provisions (other than amendments

relating to the appointment of directors, which require the approval of a majority of at least 90% of our common stock voting

at a stockholder meeting) related to pre-business combination activity (including the requirement to deposit proceeds of our Public

Offering and the private placement of warrants into the Trust Account and not release such amounts except in specified circumstances,

and to provide redemption rights to public stockholders) may be amended if approved by holders of 65% of our common stock entitled

to vote thereon, and corresponding provisions of the trust agreement governing the release of funds from our Trust Account may

be amended if approved by holders of 65% of our common stock entitled to vote thereon.

In all other instances, our amended and

restated certificate of incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote

thereon, subject to applicable provisions of the DGCL or applicable stock exchange rules.

Our initial stockholders, who collectively

beneficially own 20.3% of our common stock, will participate in any vote to amend our amended and restated certificate of incorporation

and/or trust agreement and will have the discretion to vote in any manner they choose.

As a result, we may be able to amend the

provisions of our amended and restated certificate of incorporation which govern our pre-business combination behavior more easily

than some other blank check companies, and this may increase our ability to complete a business combination with which you do

Our stockholders may pursue remedies against us for any breach of our amended and restated certificate of incorporation.

Sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment

to our amended and restated certificate of incorporation that would affect the substance or timing of our obligation to redeem

100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of our

Public Offering, unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock

upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the

Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise

and income taxes, divided by the number of then outstanding public shares.

These agreements are contained in a letter agreement

that we have entered into with our Sponsor, officers and directors.

Our stockholders are not parties to, or third-party beneficiaries

of, these agreements and, as a result, will not have the ability to pursue remedies against our Sponsor, officers or directors

for any breach of these agreements.

As a result, in the event of a breach, our stockholders would need to pursue a stockholder

derivative action, subject to applicable law.

may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth

of a target business, which could compel us to restructure or abandon a particular business combination.

If we are unable to complete

our initial business combination, our public stockholders may only receive their pro rata portion of the funds in the Trust Account

that are available for distribution to public stockholders, and our Warrants will expire worthless.

the net proceeds of our Public Offering and the sale of the Private Placement Warrants prove to be insufficient to complete our

initial business combination, either because of the size of our initial business combination, the depletion of the available net

proceeds in search of a target business, the obligation to redeem for cash a significant number of shares from stockholders who

elect redemption in connection with our initial business combination or the terms of negotiated transactions to purchase shares

in connection with our initial business combination, we may be required to seek additional financing or to abandon the proposed

business combination.

We cannot assure you that such financing will be available on acceptable terms, if at all.

To the extent

that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled

to either restructure the transaction or abandon that particular business combination and seek an alternative target business

If we are unable to complete our initial business combination, our public stockholders may only receive their pro rata

portion of the funds in the Trust Account that are available for distribution to public stockholders, and our Warrants will expire

In addition, even if we do not need additional financing to complete our business combination, we may require such

financing to fund the operations or growth of the target business.

The failure to secure additional financing could have a material

adverse effect on the continued development or growth of the target business.

None of our officers, directors or stockholders

is required to provide any financing to us in connection with or after our business combination.

initial stockholders will control the election of our board of directors until consummation of our initial business combination

and will hold a substantial interest in us.

As a result, they will elect all of our directors prior to our initial business combination

and may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.

initial stockholders own shares representing 20.3% of our issued and outstanding shares of common stock.

In addition, the Founder

Shares, all of which are held by our initial stockholders, will entitle the holders to elect all of our directors prior to our

initial business combination.

Holders of our public shares will have no right to vote on the election of directors during such

These provisions of our amended and restated certificate of incorporation may only be amended by a majority of at least

90% of our common stock voting at a stockholder meeting.

As a result, you will not have any influence over the election of directors

prior to our initial business combination.

Accordingly, our initial stockholders may exert a substantial influence on actions

requiring a stockholder vote, potentially in a manner that you do not support, including amendments to our amended and restated

certificate of incorporation and approval of major corporate transactions.

In addition, our board of directors, whose members

were elected by our initial stockholders, is and will be divided into three classes, each of which will generally serve for a

term of three years with only one class of directors being elected in each year.

We may not hold an annual meeting of stockholders

to elect new directors prior to the completion of our business combination, in which case all of the current directors will continue

in office until at least the completion of the business combination.

If there is an annual meeting, as a consequence of our “staggered”

board of directors, only a minority of the board of directors will be considered for election and our initial stockholders, because

of their ownership position, will have considerable influence regarding the outcome.

Accordingly, our initial stockholders will

continue to exert control at least until the completion of our business combination.

may amend the terms of the Warrants in a manner that may be adverse to holders of Warrants with the approval by the holders of

at least 50% of the then-outstanding Warrants (or, if applicable, 65% of the then-outstanding Warrants and 65% of the then-outstanding

Private Placement Warrants, voting as separate classes).

As a result, the exercise price of your Warrants could be increased,

the Warrant could be converted into cash or stock (at a ratio different than initially provided), the exercise period could be

shortened and the number of shares of our Class A common stock purchasable upon exercise of a Warrant could be decreased, all

without your approval.

Warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant

agent, and us.

The warrant agreement provides that the terms of the Warrants may be amended without the consent of any holder

to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then-outstanding

Warrants to make any change that adversely affects the interests of the registered holders of the Warrants.

If an amendment adversely

affects the Private Placement Warrants in a different manner than the Warrants or vice versa, then approval of holders of at least

65% of the then-outstanding Warrants and 65% of the then-outstanding Private Placement Warrants, voting as separate classes, will

Accordingly, we may amend the terms of the Warrants in a manner adverse to a holder if holders of at least 50% of

the then-outstanding Warrants (or, if applicable, 65% of the then-outstanding Warrants and 65% of the then-outstanding Private

Placement Warrants, voting as separate classes) approve of such amendment.

Although our ability to amend the terms of the Warrants

with the consent of at least 50% of the then-outstanding Warrants (or, if applicable, 65% of the then-outstanding Warrants and

65% of the then-outstanding Private Placement Warrants, voting as separate classes) is unlimited, examples of such amendments

To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would

otherwise be received by our stockholders in connection with our liquidation may be reduced.

if we consummate the Business Combination, there is no guarantee that the public warrants will be in the money at the time they

become exercisable, and they may expire worthless.

exercise price for our warrants is $11.50 per share of Class A common stock.

There is no guarantee that the public warrants

will be in the money following the time they become exercisable and prior to their expiration, and as such, the warrants may expire

may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders

of at least 50% of the then-outstanding public warrants.

As a result, the exercise price of the warrants could be increased, the

exercise period could be shortened and the number of shares of our Class A common stock purchasable upon exercise of a warrant

could be decreased, all without a holder’s approval.

warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company,

as warrant agent, and us.

The warrant agreement provides that the terms of the warrants may be amended without the consent of

any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50%

of the then-outstanding public warrants to make any change that adversely affects the interests of the registered holders

of public warrants.

Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at

least 50% of the then-outstanding public warrants approve of such amendment.

Although our ability to amend the terms of the

public warrants with the consent of at least 50% of the then-outstanding public warrants is unlimited, examples of such amendments

could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or stock

(at a ratio different than initially provided), shorten the exercise period or decrease the number of shares of our Class A common

stock purchasable upon exercise of a warrant.

may redeem your unexpired Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Warrants

(at a ratio different than initially provided), shorten the exercise period or decrease the number of shares of our Class A

common stock purchasable upon exercise of a warrant.

may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their

warrants worthless.

have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a

price of $0.01 per warrant, provided that the last reported sales price of our Class A common stock equals or exceeds $18.00 per

share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days

within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption

and provided certain other conditions are met.

If and when the Warrants become redeemable by us, we may exercise our redemption

right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of the outstanding Warrants could force you (i) to exercise your Warrants and pay the exercise price therefor at a

time when it may be disadvantageous for you to do so, (ii) to sell your Warrants at the then-current market price when you might

otherwise wish to hold your Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Warrants

are called for redemption, is likely to be substantially less than the market value of your Warrants.

None of the Private Placement

Warrants will be redeemable by us for cash so long as they are held by our Sponsor or its permitted transferees.

price of $0.01 per warrant, provided that the last reported sales price of our Class A common stock equals or exceeds $18.00

per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading

days within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such

redemption and provided certain other conditions are met.

If and when the warrants become redeemable by us, we may exercise our

redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities

Redemption of the outstanding warrants could force you (a) to exercise your warrants and pay the exercise price therefor

at a time when it may be disadvantageous for you to do so, (b) to sell your warrants at the then-current market price

when you might otherwise wish to hold your warrants or (c) to accept the nominal redemption price which, at the time the

outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants.

of the private placement warrants will be redeemable by us for cash so long as they are held by our Sponsor or its permitted transferees.

addition, we may redeem your warrants after they become exercisable for a number of shares of Class A common stock determined

based on the redemption date and the fair market value of our Class A common stock.

Any such redemption may have similar consequences

to a cash redemption described above.

Any such redemption may have similar

consequences to a cash redemption described above.

In addition, such redemption may occur at a time when the warrants are “out-of-the-money,”

1 unchanged sentence

had your warrants remained outstanding.

ability to require holders of our Warrants to exercise such Warrants on a cashless basis after we call the Warrants for redemption

or if there is no effective registration statement covering the Class A common stock issuable upon exercise of these Warrants

will cause holders to receive fewer shares of Class A common stock upon their exercise of the Warrants than they would have received

had they been able to pay the exercise price of their Warrants in cash.

our shares of Class A common stock are at the time of any exercise of a Warrant not listed on a national securities exchange such

that our shares of Class A common stock satisfy the definition of a “covered security”

under Section 18(b)(1) of the

Securities Act, we may, at our option, require holders of Warrants who exercise their Warrants to do so on a cashless basis in

accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain

in effect a registration statement, but we will be required to use our best efforts to register or qualify the shares under applicable

blue sky laws to the extent an exemption is not available.

“Cashless exercise”

means the warrantholder pays the exercise

price by giving up some of the shares for which the Warrant is being exercised, with those shares valued at the then-current market

Accordingly, each holder would pay the exercise price by surrendering the exercised Warrants in exchange for the issuance

of that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares

of Class A common stock underlying the exercised Warrants, multiplied by the difference between the exercise price of the Warrants

and the “fair market value”

by (y) the fair market value.

The “fair market value”

shall mean the average

reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date

on which the notice of redemption is sent to the holders of the Warrants.

addition, if a registration statement covering the shares of Class A common stock issuable upon exercise of the Warrants is not

effective within a specified period following the consummation of our initial business combination, warrantholders may, until

such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective

registration statement, exercise Warrants on a cashless basis.

For purposes of calculating the number of shares issuable upon

such cashless exercise, the “fair market value”

shall mean the volume weighted average price of the Class A common

stock for the 10 trading day period ending on the trading day prior to the date on which notice of exercise is received by the

warrant agent.

we choose to require holders to exercise their Warrants on a cashless basis, which we may do at our sole discretion, or if holders

elect to do so when there is no effective registration statement, the number of shares of Class A common stock received by a holder

upon exercise will be fewer than it would have been had such holder exercised his or her warrant for cash.

This will have the

effect of reducing the potential “upside”

of the holder’s investment in the Company because the warrantholder

will hold a smaller number of shares of Class A common stock upon a cashless exercise of the warrants they hold.

warrants and Founder Shares may have an adverse effect on the market price of our Class A common stock and make it more difficult

to effectuate our business combination.

issued Warrants to purchase 10,470,587 shares of Class A common stock as part of the Units.

We also issued 5,521,568 Private Placement

Warrants, each exercisable to purchase one share of Class A common stock at $11.50 per share.

Our initial stockholders currently

own an aggregate of 7,852,941 Founder Shares.

The Founder Shares are convertible into shares of Class A common stock on a one-for-one

basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like.

if our Sponsor makes any working capital loans, it may convert those loans into up to an additional 1,000,000 Private Placement

Warrants, at the price of $1.50 per warrant.

To the extent we issue shares of Class A common stock to effectuate a business combination,

the potential for the issuance of a substantial number of additional shares of Class A common stock upon exercise of these warrants

and conversion rights could make us a less attractive acquisition vehicle to a target business.

Any such issuance will increase

the number of issued and outstanding shares of our Class A common stock and reduce the value of the shares of Class A common stock

issued to complete the business combination.

Therefore, our warrants and Founder Shares may make it more difficult to effectuate

a business combination or increase the cost of acquiring the target business.

each Unit contains one-third of one Warrant and only a whole Warrant may be exercised, the Units may be worth less than units

of other blank check companies.

certain of our shares of Class A common stock and warrants currently trade as units consisting of one share of Class A

common stock and one-third of one warrant, the units may be worth less than units of other blank check companies.

unit contains one-third of one warrant.

3 unchanged sentences

include one share of common stock and one warrant to purchase one whole share.

We have established the components of the Units

in this way in order to reduce the dilutive effect of the Warrants upon completion of a business combination since the Warrants

will be exercisable in the aggregate for one-third of the number of shares compared to units that each contain a whole warrant

This unit structure may cause our units to be worth

less than if it included a warrant to purchase one whole share.

We have established the components of the units in this way in

order to reduce the dilutive effect of the warrants upon completion of an initial business combination since the warrants will

be exercisable in the aggregate for one-third of the number of shares compared to units that each contain a whole warrant

to purchase one share, thus making us, we believe, a more attractive merger partner for target businesses.

1 unchanged sentence

unit structure may cause our units to be worth less than if they included a warrant to purchase one whole share.

provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.

most blank check companies, if we issue additional shares of common stock or equity-linked securities for capital raising purposes

in connection with the closing of our initial business combination at a newly issued price of less than $9.20 per share of common

stock, then the exercise price of the warrants will be adjusted to equal 115% of the newly issued price.

This may make it more

difficult for us to consummate an initial business combination with a target business.

we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous

initial business combination with some prospective target businesses.

federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial

significance tests include target historical and/or pro forma financial statement disclosure.

We will include the same financial

statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules.

These financial statements may be required to be prepared in accordance with, or be reconciled to, GAAP or IFRS, depending on

the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the

These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets

may be unable to provide such financial statements in time for us to disclose such financial statements in accordance with federal

proxy rules and complete our initial business combination within the prescribed time frame.

are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure

requirements available to emerging growth companies, this could make our securities less attractive to investors and may make

it more difficult to compare our performance with other public companies.

are an “emerging growth company”

within the meaning of the Securities Act, as modified by the JOBS Act, and we may

take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are

not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements

of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports

and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and

stockholder approval of any golden parachute payments not previously approved.

may issue additional common stock or preferred stock to complete the Business Combination or under an employee incentive plan

after completion of the Business Combination.

Any such issuances would dilute the interest of our stockholders and likely present

may issue a substantial number of additional shares of common or preferred stock to complete the Business Combination or under

an employee incentive plan after completion of the Business Combination.

The issuance of additional shares of common or preferred

significantly dilute the equity interests of our investors;

subordinate the rights of holders of common stock if preferred stock is issued with rights

senior to those afforded our common stock;

cause a change in control if a substantial number of shares of our common stock are issued,

which may affect, among other things, our ability to use our net operating loss carry

forwards, if any, and could result in the resignation or removal of our present officers

and directors;

adversely affect prevailing market prices for our units, Class A common stock and/or

NYSE may delist our securities from trading on its exchange, which could limit investors’

ability to make transactions in

our securities and subject us to additional trading restrictions.

cannot assure you that our securities will continue to be listed on the NYSE after the Business Combination.

In connection with

the Business Combination, we will be required to demonstrate compliance with the NYSE’s initial listing requirements, which

are more rigorous than the NYSE’s continued listing requirements, in order to continue to maintain the listing of our securities

For instance, our stock price would generally be required to be at least $4.00 per share, our aggregate market value

would be required to be at least $150 million, and the market value of our publicly held shares would be required to

be at least $40 million.

We cannot assure you that we will be able to meet those initial listing requirements at that time.

Our continued eligibility for listing may depend on, among other things, the number of our shares that are redeemed.

If the NYSE delists

our securities from trading on its exchange and we are not able to list our securities on another national securities exchange,

we expect our securities could be quoted on an over-the-counter market.

If this were to occur, we could face significant

material adverse consequences, including:

limited availability of market quotations for our securities;

liquidity for our securities;

determination that our Class A common stock is a “penny stock”

will require brokers trading in our Class A common stock to adhere to more stringent

rules and possibly result in a reduced level of trading activity in the secondary trading

market for our securities;

limited amount of news and analyst coverage;

decreased ability to issue additional securities or obtain additional financing in the

National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or pre-empts the states from regulating

the sale of certain securities, which are referred to as “covered securities.”

Because our units, Class A common

stock and public warrants are listed on the NYSE, our units, Class A common stock and public warrants qualify as covered

Although the states are pre-empted from regulating the sale of our securities, the federal statute does allow

the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then

the states can regulate or bar the sale of covered securities in a particular case.

While we are not aware of a state having used

these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the state of Idaho, certain

state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers,

to hinder the sale of securities of blank check companies in their states.

Further, if we were no longer listed on the NYSE, our

securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities.

board of directors did not obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the

Business Combination.

board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve

the Business Combination.

Our officers and directors have substantial experience in evaluating the operating and financial merits

of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience

and sector expertise of our advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination.

Accordingly, investors will be relying solely on the judgment of our board of directors in valuing ChargePoint and assuming the

risk that our board of directors may not have properly valued the business.

The lack of a third-party valuation or fairness

opinion may also lead an increased number of stockholders to vote against the proposed Business Combination or demand redemption

of their shares for cash, which could potentially impact our ability to consummate the Business Combination.

significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the

This could cause the market price of our Class A common stock to drop significantly, even if our business is

of a substantial number of shares of Class A common stock in the public market could occur at any time.

These sales, or the

perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of

our Class A common stock.

After the Business Combination (and assuming no redemptions by our public stockholders of public

shares), our Sponsor and our current officers and directors will hold approximately 2.5% of our Class A common stock, including

the 6,868,235 shares of Class A common stock into which the Founder Shares will convert (or 2.8% of our Class A

common stock, assuming a maximum redemption by our public stockholders of 100% of the public shares).

Pursuant to the terms of

a letter agreement entered into at the time of the IPO, and reaffirmed in the Founders Stock Letter, the Founder Shares (which

will be converted into shares of Class A common stock at the Closing) may not be transferred until the earlier to occur of

(a) one year after the Closing or (b) the date on which we complete a liquidation, merger, stock exchange or other similar

transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities

or other property.

Notwithstanding the foregoing, if the last reported sale price of our Class A common stock equals or exceeds

$12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading

days within any 30 trading day period commencing at least 150 days after the Closing, the shares of Class A common stock

into which the Founder Shares convert will be released from these transfer restrictions.

Pursuant to the A&R Registration

Rights Agreement, New ChargePoint will agree that, within 15 business days after the Closing, New ChargePoint will file with the

SEC (at New ChargePoint’s sole cost and expense) the Resale Registration Statement, and New ChargePoint will use its commercially

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

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

to customary piggyback registration rights.

pursuant to the Subscription Agreements, the Company agreed that, within 15 business days after the consummation of the Business

Combination, New ChargePoint will file with the SEC (at New ChargePoint’s sole cost and expense) a registration statement

registering the resale of the shares of Class A common stock that are issued in the PIPE Financing (the “PIPE Resale Registration

Statement”), and New ChargePoint will use its reasonable best efforts to have the PIPE Resale Registration Statement declared

effective as soon as practicable after the filing thereof.

This registration statement will also cover shares issuable upon exercise

of the public warrants.

The sale of shares under the PIPE Resale Registration Statement is likely to have an adverse effect on

the trading price of the Class A common stock.

the Business Combination’s benefits do not meet the expectations of investors, stockholders or financial analysts, the market

price of our securities may decline.

the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of

our securities prior to the Closing may decline.

The market values of our securities at the time of the Business Combination may

vary significantly from their prices on the date the Business Combination Agreement was executed or the date on which our stockholders

vote on the Business Combination.

addition, following the Business Combination, fluctuations in the price of our securities could contribute to the loss of all

or part of your investment.

Prior to the Business Combination, trading in the shares of our Class A common stock has not

Accordingly, the valuation ascribed to our Class A common stock in the Business Combination may not be indicative

of the price that will prevail in the trading market following the Business Combination.

If an active market for our securities

develops and continues, the trading price of our securities following the Business Combination could be volatile and subject to

wide fluctuations in response to various factors, some of which are beyond our control.

Any of the factors listed below could

have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below

the price you paid for them.

In such circumstances, the trading price of our securities may not recover and may experience a further

affecting the trading price of our securities following the Business Combination may include:

or anticipated fluctuations in our quarterly financial results or the quarterly financial

results of companies perceived to be similar to us;

in the market’s expectations about our operating results;

of competitors;

operating results failing to meet the expectation of securities analysts or investors

in a particular period;

in financial estimates and recommendations by securities analysts concerning New ChargePoint

or the market in general;

and stock price performance of other companies that investors deem comparable to us;

ability to market new and enhanced products and technologies on a timely basis;

in laws and regulations affecting our business;

ability to meet compliance requirements;

● commencement

of, or involvement in, litigation involving New ChargePoint;

in our capital structure, such as future issuances of securities or the incurrence of

additional debt;

volume of shares of our Class A common stock available for public sale;

major change in our board of directors or management;

of substantial amounts of Class A common stock by our directors, executive officers

or significant stockholders or the perception that such sales could occur;

economic and political conditions such as recessions, interest rates, fuel prices, international

currency fluctuations and acts of war or terrorism.

market and industry factors may materially harm the market price of our securities irrespective of our operating performance.

The stock market in general and the NYSE have experienced price and volume fluctuations that have often been unrelated or disproportionate

to the operating performance of the particular companies affected.

The trading prices and valuations of these stocks, and of our

securities, may not be predictable.

A loss of investor confidence in the market for retail stocks or the stocks of other companies

which investors perceive to be similar to New ChargePoint following the Business Combination could depress our stock price regardless

of our business, prospects, financial conditions or results of operations.

A decline in the market price of our securities also

could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

the Business Combination, if securities or industry analysts do not publish or cease publishing research or reports about us,

our business or our market, or if they change their recommendations regarding our Class A common stock adversely, the price

and trading volume of our Class A common stock could decline.

trading market for our Class A common stock will be influenced by the research and reports that industry or securities analysts

may publish about us, our business, our market or our competitors.

If any of the analysts who may cover New ChargePoint following

the Business Combination change their recommendation regarding our stock adversely, or provide more favorable relative recommendations

about our competitors, the price of our Class A common stock would likely decline.

If any analyst who may cover New ChargePoint

following the Business Combination were to cease their coverage or fail to regularly publish reports on us, we could lose visibility

in the financial markets, which could cause our stock price or trading volume to decline.

Sponsor, directors, officers, advisors or any of their respective affiliates may elect to purchase public shares from public stockholders,

which may influence the vote on the Business Combination proposal and reduce the public “float”

of our Class A

common stock.

Sponsor, directors, officers, advisors or any of their respective affiliates may purchase public shares in privately negotiated

transactions or in the open market either prior to or following the completion of the Business Combination, although they are

under no obligation to do so.

There is no limit on the number of public shares our Sponsor, directors, officers, advisors or any

of their respective affiliates may purchase in such transactions, subject to compliance with applicable law and the rules of the

Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per share pro rata

portion of the Trust Account.

However, our Sponsor, directors, officers, advisors and their respective affiliates have no current

commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.

None of the funds in the Trust Account will be used to purchase public shares in such transactions.

None of our Sponsor, directors,

officers, advisors or any of their respective affiliates will make any such purchases when they are in possession of any material

non-public information not disclosed to the seller of such public shares or during a restricted period under Regulation M

under the Exchange Act.

Such a purchase could include a contractual acknowledgement that such stockholder, although still the

record holder of such public shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption

rights, and could include a contractual provision that directs such stockholder to vote such shares in a manner directed by the

the event that our Sponsor, directors, officers, advisors or any of their respective affiliates purchase shares in privately negotiated

transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders

would be required to revoke their prior elections to redeem their shares.

purpose of any such purchases of public shares could be to vote such shares in favor of the Business Combination and thereby increase

the likelihood of obtaining stockholder approval of the Business Combination or to satisfy a closing condition in the Business

Combination Agreement, where it appears that such requirement would otherwise not be met.

Any such purchases of our public shares

may result in the completion of the Business Combination that may not otherwise have been possible.

Any such purchases will be

reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent the purchasers are subject to such

reporting requirements.

addition, if such purchases are made, the public “float”

of our Class A common stock may be reduced and the number

of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing

or trading of our securities on a national securities exchange.

in laws or regulations, or a failure to comply with any laws or regulations, may adversely affect our business, investments and

results of operations.

are subject to laws and regulations enacted by national, regional and local governments.

In particular, we are required to comply

with certain SEC and other legal requirements.

Compliance with, and monitoring of, applicable laws and regulations may be difficult,

time consuming and costly.

Those laws and regulations and their interpretation and application may also change from time to time

and those changes could have a material adverse effect on our business, investments and results of operations.

In addition, a

failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our

business, including our ability to negotiate and complete the Business Combination, and results of operations.

JOBS Act permits “emerging growth companies”

like us to take advantage of certain exemptions from various reporting

requirements applicable to other public companies that are not emerging growth companies.

qualify as an “emerging growth company”

as defined in Section 2(a)(19) of the Securities Act, as modified by

the JOBS Act.

As such, we take advantage of certain exemptions from various reporting requirements applicable to other public

companies that are not emerging growth companies, including (a) the exemption from the auditor attestation requirements with

respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, (b) the exemptions

from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (c) reduced disclosure obligations

regarding executive compensation in our periodic reports and proxy statements.

As a result, our stockholders may not have access

to certain information they may deem important.

We could be an emerging growth company until the last day of the fiscal year following

the fifth anniversary of the completion of our Public Offering, although circumstances could cause us to lose that status earlier,

including if the market value of our Class A common stock held by non-affiliates exceeds $700 million as of any June 30 before

that time, in which case we would no longer be an emerging growth company as of the following December 31.

We cannot predict whether

investors will find our securities less attractive because we will rely on these exemptions.

If some investors find our securities

less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise

would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

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

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

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

financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and

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

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

different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard

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

This may make comparison of our financial statements with another

public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended

transition period difficult or impossible because of the potential differences in accountant standards used.

obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our business combination, require substantial

financial and management resources, and increase the time and costs of completing our initial business combination.

404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual

Report on Form 10-K for the year ending December 31, 2020.

Only in the event we are deemed to be a large accelerated filer or

an accelerated filer will we be required to comply with the independent registered public accounting firm attestation requirement

on our internal control over financial reporting.

Further, for as long as we remain an emerging growth company, we will not be

required to comply with the independent registered public accounting firm attestation requirement on our internal control over

financial reporting.

The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act

particularly burdensome for us as compared to other public companies because a target business with which we seek to complete

our business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal

The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase

the time and costs necessary to complete any such acquisition.

in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the

price investors might be willing to pay in the future for our Class A common stock and could entrench management.

amended and restated certificate of incorporation contains provisions that may discourage unsolicited takeover proposals that

stockholders may consider to be in their best interests.

These provisions include a staggered board of directors and the ability

of the board of directors to designate the terms of and issue new series of preferred stock, which may make the removal of management

more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices

for our securities.

are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control.

Together, these

provisions may make the removal of management more difficult and may discourage transactions that otherwise could involve payment

of a premium over prevailing market prices for our securities.

in our amended and restated certificate of incorporation and Delaware law may have the effect of discouraging lawsuits against

our directors and officers.

amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought

in our name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions (other than

actions arising under the Securities Act or the Exchange Act) may be brought only in the Court of Chancery in the State of Delaware

(or, if such court does not have subject matter jurisdiction thereof, any other court located in the State of Delaware with subject

matter jurisdiction) and, if brought outside of Delaware, the stockholder bringing such suit will be deemed to have consented

to service of process on such stockholder’s counsel.

This provision may limit a stockholder’s ability to bring a claim

in a judicial forum that it finds favorable for disputes with us and our directors, officers or other employees and may have the

effect of discouraging lawsuits against our directors and officers.

incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial

depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those

of third parties with which we may deal.

Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure,

or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary

information and sensitive or confidential data.

As an early stage company without significant investments in data security protection,

we may not be sufficiently protected against such occurrences.

We may not have sufficient resources to adequately protect against,

or to investigate and remediate any vulnerability to, cyber incidents.

It is possible that any of these occurrences, or a combination

of them, could have adverse consequences on our business and lead to financial loss.

to certain information they deem important.

We will remain an emerging growth company until the earliest of (a) the last

day of the fiscal year (i) following July 30, 2024, the fifth anniversary of our Public Offering, (ii) in which

we have total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to

time) or (iii) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common

stock that is held by non-affiliates exceeds $700 million as of the last business day of our prior second fiscal quarter,

and (b) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three

addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the exemption from complying

with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerging

growth company.

An emerging growth company can therefore delay the adoption of certain accounting standards until those standards

would otherwise apply to private companies.

The JOBS Act provides that a company can elect to opt out of the extended transition

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

We have elected not to opt out of such extended transition period, which means that when a standard is issued or

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

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

This may make comparison of our financial

statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted

out of using the extended transition period difficult or impossible because of the potential differences in accounting standards

cannot predict if investors will find our Class A common stock less attractive because we will rely on these exemptions.

If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for

our Class A common stock and our stock price may be more volatile.

warrants and Founder Shares may have an adverse effect on the market price of our Class A common stock and make it more difficult

to effectuate our Business Combination.

issued warrants to purchase 10,470,587 shares of Class A common stock as part of the units.

We also issued 5,521,568

private placement warrants, each exercisable to purchase one share of Class A common stock at $11.50 per share.

initial stockholders currently own an aggregate of 7,852,941 Founder Shares.

Immediately prior to the Closing, the initial stockholders

will forfeit an aggregate of 984,706 Founder Shares in accordance with the terms of the Founders Stock Letter.

The Founder Shares

are convertible into shares of Class A common stock on a one-for-one basis, subject to adjustment for stock splits,

stock dividends, reorganizations, recapitalizations and the like and subject to further adjustment as set forth herein.

if our Sponsor makes any Working Capital Loans (as defined below), it may convert those loans into up to an additional 1,000,000

private placement warrants, at the price of $1.50 per warrant.

Any issuance of a substantial number of additional shares of Class A

common stock upon exercise of these warrants and conversion rights will increase the number of issued and outstanding shares of

Class A common stock and reduce the value of the Class A common stock issued to complete the Business Combination.

our warrants and Founder Shares may make it more difficult to effectuate the Business Combination or increase the cost of acquiring

do not have a specified maximum redemption threshold.

The absence of such a redemption threshold may make it possible for us to

complete the Business Combination even if a substantial majority of our stockholders do not agree.

Charter does not provide a specified maximum redemption threshold, except that in no event will we redeem public shares in an

amount that would cause our net tangible assets to be less than $5,000,001 (such that we are not subject to the SEC’s “penny

As a result, we may be able to complete the Business Combination even though a substantial majority of our

public stockholders do not agree with the transaction and have redeemed their shares or have entered into privately negotiated

agreements to sell their shares to our Sponsor, officers, directors, advisors or any of their respective affiliates.

the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted

for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed Business Combination

exceed the aggregate amount of cash available to us, we will not complete the Business Combination or redeem any shares, all shares

of Class A common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an

alternate Business Combination.

stockholders will have a reduced ownership and voting interests after the Business Combination and will exercise less influence

over management.

the issuance of the shares of Class A common stock to the ChargePoint stockholders and the investors in the PIPE Financing, current

holders of our common stock will be diluted.

Following the consummation of the Business Combination and the PIPE Financing, current

holders of our common stock would own 13.7% of New ChargePoint.

market price of shares of Class A common stock after the Business Combination may be affected by factors different from those

currently affecting the price of shares of Class A common stock.

completion of the Business Combination, ChargePoint stockholders will become holders of Class A common stock.

Prior to the Business

Combination, Switchback has limited operations.

Upon completion of the Business Combination, Switchback’s results of operations

will depend upon the performance of the ChargePoint business, which is affected by factors that are different from those currently

affecting the results of operations of Switchback.

Business Combination or post-combination company may be materially adversely affected by the recent COVID-19 outbreak.

December 2019, COVID-19 was reported to have surfaced in Wuhan, China.

COVID-19 has and is continuing to spread

throughout China and other parts of the world, including the United States.

On January 30, 2020, the World Health Organization

(“WHO”) declared the outbreak of COVID-19 a “Public Health Emergency of International Concern.”

January 31, 2020, U.S.

Health and Human Services Secretary Alex M.

Azar II declared a public health emergency for the United States

to aid the U.S.

healthcare community in responding to COVID-19, and on March 11, 2020, the WHO characterized the outbreak

as a “pandemic.”

The COVID-19 outbreak has resulted, and a significant outbreak of other infectious diseases

could result, in a widespread health crisis that could adversely affect the economies and financial markets worldwide.

Additionally,

our ability to consummate the Business Combination may be materially adversely affected due to significant governmental measures

being implemented to contain the outbreak of COVID-19 or its impact, including travel restrictions, the shutdown of businesses

and quarantines, among others, which may limit our ability to have meetings with potential investors or affect the ability of

ChargePoint’s personnel, vendors and service providers to negotiate and consummate the Business Combination in a timely

The extent to which COVID-19 impacts the Business Combination will depend on future developments, which are highly

uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the

actions to contain COVID-19 or treat its impact, among others.

If the disruptions posed by COVID-19 or other matters

of global concern continue for an extensive period of time, our ability to consummate the Business Combination may be materially

adversely affected.

Unresolved Staff Comments.

3 unchanged sentences

We consider our current office space adequate for our current operations.

Legal Proceedings.

is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management

team in their capacity as such.

Mine Safety Disclosures.

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-K

Item 1A. Risk Factors