What changed in this filing

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Item 1. Business

2022-04-04 compared with 2021-02-10 · 303 added, 179 removed, 0 unchanged (100% of the section changed)

are a blank check company incorporated on May 10, 2019 as a Delaware corporation and formed for the purpose of effecting a merger,

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

to our Public Offering, on May 16, 2019, our Sponsor purchased an aggregate of 8,625,000 shares of our Class B common stock,

par value $0.0001 per share (the “Founder Shares”), for an aggregate purchase price of $25,000, or approximately $0.003

Our Sponsor agreed to forfeit up to 1,125,000 Founder Shares to the extent that the overallotment option for the Public

Offering was not exercised in full by the underwriters.

In July 2019, our Sponsor transferred 40,000 Founder Shares to each of

our independent director nominees at their original purchase price.

In September 2019, the underwriters purchased 1,411,763 of

the Over-allotment Units (as defined below), and the remaining overallotment option subsequently expired.

As a result, our Sponsor

forfeited an aggregate of 772,059 Founder Shares.

The holders of our Founder Shares (including our Sponsor and our independent

directors) are referred to herein as our “initial stockholders.”

the IPO Closing Date, we consummated our Public Offering of 30,000,000 units at a price of $10.00 per unit, generating gross proceeds

to us of $300.0 million.

Each unit (“Unit”) consists of one share of our Class A common stock, par value $0.0001 per

share, and one-third of one warrant (“Warrant”).

Each whole Warrant entitles the holder thereof to purchase one share

of our Class A common stock at a price of $11.50 per share, subject to adjustment.

Simultaneously with the consummation of the

Public Offering, we completed the private sale of 5,333,333 private placement warrants (the “Private Placement Warrants”)

at a purchase price of $1.50 per warrant to our Sponsor, generating gross proceeds to us of approximately $8.0 million.

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

subject to adjustment.

connection with the Public Offering, the underwriters of the Public Offering were granted an option to purchase up to an additional

4,500,000 units (the “Over-allotment Units”).

On September 4, 2019, the underwriters partially exercised their overallotment

option and, on September 6, 2019, the underwriters purchased 1,411,763 of the Over-allotment Units at an offering price of $10.00

per unit, generating gross proceeds to us of approximately $14.1 million.

Simultaneously with the sale of these Over-allotment

Units, we completed a private placement with our Sponsor for an additional 188,235 Private Placement Warrants at a purchase price

of $1.50 per warrant, generating gross proceeds of approximately $282,000.

received gross proceeds from the Public Offering and the sale of the Private Placement Warrants of approximately $314.1 million

and $8.3 million, respectively, for an aggregate of approximately $322.4 million.

Approximately $314.1 million of the gross proceeds

were deposited into a U.S.

based trust account (the “Trust Account”), with Continental Stock Transfer & Trust

Company acting as trustee.

The approximately $314.1 million of net proceeds held in the Trust Account includes approximately $10.9

million of deferred underwriting discounts and commissions that will be released to the underwriters of the Public Offering upon

completion of our initial business combination.

Of the gross proceeds from the Public Offering and the sale of the Private Placement

Warrants that were not deposited in the Trust Account, approximately $6.2 million was used to pay underwriting discounts and commissions

in the Public Offering, $251,000 was used to repay loans and advances from our Sponsor, and the balance was reserved to pay accrued

offering and formation costs, business, legal and accounting due diligence expenses on prospective acquisitions and continuing

general and administrative expenses.

shares of our Class B common stock will 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 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, are issued or deemed issued

in excess of the amounts sold in our Public Offering and related to the closing of the initial business combination, the ratio

at which the shares of our Class B common stock will convert into shares of our Class A common stock will be adjusted (unless

the holders of a majority of the outstanding shares of our Class B common stock agree to waive such adjustment with respect to

any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all issued

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

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

stock and equity-linked securities issued or deemed issued in connection with the business combination (excluding any securities

issued or issuable to any seller in the initial business combination).

Units began trading on the New York Stock Exchange (“NYSE”) under the Symbol “SBE.U”

on July 26, 2019.

Commencing on September 16, 2019, we announced that holders of the Units sold in our Public Offering may elect to separately trade

the shares of Class A common stock and Warrants included in the Units.

The shares of Class A common stock and Warrants that

are separated trade on the NYSE under the symbols “SBE”

and “SBE WS,”

respectively.

Those units not separated

continue to trade on the NYSE under the symbol “SBE.U.”

are an “emerging growth company,”

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

Business Startups Act of 2012 (the “JOBS Act”).

As such, we are eligible to 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 of 2002 (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.

If some investors find our securities less

attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more

addition, Section 107 of the JOBS Act also provides that an “emerging growth company”

can take advantage of the extended

transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging growth company”

can delay the adoption of certain accounting standards until those standards

would otherwise apply to private companies.

We intend to take advantage of the benefits of this extended transition period.

will remain an emerging growth company until the earlier of (a) the last day of the fiscal year (i) following the fifth anniversary

of the completion 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 day of our

most recently completed fiscal quarter, and (b) the date on which we have issued more than $1.0 billion in non-convertible debt

during the prior three-year period.

Business Combination

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

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

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

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

together with the other transactions related thereto,

the “Business Combination”), with ChargePoint surviving the Merger as a wholly owned subsidiary of Switchback.

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

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

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

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

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

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

within 48 hours of a registration statement on Form S-4 becoming effective.

The Support Agreement will terminate upon the earlier

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

Business Combination Agreement in accordance with its terms and (iii) the effective date of a written agreement of Switchback

and the Written Consent Parties terminating the Support Agreement.

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

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

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

persons and entities receiving our Class A common stock or instruments exercisable for the our Class A common stock in connection

with the Merger (the “New Holders”

and together with the Initial Holders, the “Registration Rights Holders”)

will enter into that amended and restated IPO Registration Rights Agreement attached as an exhibit to the Business Combination

Agreement (the “A&R Registration Rights Agreement”).

Pursuant to the A&R Registration Rights Agreement, we

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

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

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

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

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

piggyback registration rights.

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

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

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

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

disposition, loan or other transfer, with respect to any shares of our Class A common stock held by them immediately after the

Effective Time, including any shares of our Class A common stock issuable upon the exercise of options or warrants to purchase

shares of the Company’s Class A common stock held by them immediately following the Closing or (b) publicly announce any

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

connection with the execution of the Business Combination Agreement, the initial stockholders entered into a letter agreement

(the “Founders Stock Letter”) with Switchback pursuant to which, among other things, the initial stockholders will,

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

to the Closing, surrender to us, for no consideration and as a capital contribution to Switchback, 984,706 Founder Shares held

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

subject 900,000 Founder Shares (including any shares of our Class A common stock issued in exchange therefor in the Merger, the

“Founder Earn Back Shares”) held by them (on a pro rata basis) to potential forfeiture, if the volume-weighted average

closing sale price (the “Closing VWAP”) of one share of our Class A common stock quoted on the NYSE (or the exchange

on which the shares of our Class A common stock are then listed) is greater than or equal to $12.00 for any ten trading days within

any twenty consecutive trading day period within the five-year period following the Closing.

The Founders Stock Letter also provides

that the Sponsor will bear any transaction costs in excess of $20,000,000 that are allocable to Switchback in accordance with

the Business Combination Agreement, excluding any costs associated with the PIPE Financing (as defined below).

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

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

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

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

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

October 19, 2020, we filed a registration statement on Form S-4 (File No:

333-249549 ) (as amended, the “Registration

Statement”) relating to the Business Combination.

On January 8, 2021, the SEC declared the Registration Statement effective.

We have mailed the definitive proxy statement/prospectus/consent solicitation statement relating to the special meeting of the

Company’s stockholders in connection with the Business Combination.

The proxy statement/prospectus/consent

solicitation statement was mailed to the Company’s stockholders of record as of the close of business on December 16, 2020.

The Business Combination is expected to close in February 2021, subject to approval by the Company’s stockholders and other

customary closing conditions.

noted above, our Class A common stock is currently traded on the NYSE under the symbol “SBE.”

Upon closing of the

Business Combination, the post-combination company (“New ChargePoint”) is expected to be renamed “ChargePoint

Holdings, Inc.,”

and the Class A common stock is expected to continue trading on the NYSE under the new symbol “CHPT.”

currently have three officers.

These individuals are not obligated to devote any specific number of hours to our matters but they

intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination.

The amount of time that they will devote in any time period will vary based on whether a target business has been selected for

our initial business combination and the stage of the business combination process we are in.

website address is www.switchback-energy.com.

Information contained on our website is not part of this Annual Report on Form 10-K.

Annual Reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments and exhibits

to these reports, filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, are available on our website, free

of charge, as soon as reasonably practicable after such reports are filed with, or furnished to, the SEC.

Alternatively, you may

access these reports at the SEC’s website at www.sec.gov.

ChargePoint Holdings, Inc.

(“ChargePoint”) is a leading electric vehicle (“EV”) charging technology solutions provider, and is creating a new fueling network to move people and goods on electricity.

ChargePoint is driving the shift to electric mobility by providing networked charging solutions in North America and Europe for all segments:

commercial (e.g., retail, workplace, parking, recreation, education and highway fast charge), fleet (e.g., delivery, logistics, motor pool, transit and shared mobility) and residential (e.g., homes, apartments and condominiums).

As of January 31, 2022, ChargePoint has activated approximately 174,000 ports on its network, including approximately 11,500 DC ports, excluding single family home ports.

ChargePoint’s roaming integrations enable EV drivers to access more than 300,000 additional ports in North America and Europe through ChargePoint’s mobile and in-dash applications.

ChargePoint believes its business model is distinct in the EV charging industry.

ChargePoint is a technology provider that sells networked charging hardware, cloud-based software services (“Cloud” or “Cloud Services”) and extended parts and labor warranty solutions (“Assure”) to customers to enable electrification.

ChargePoint does not sell networked charging hardware without its software.

In addition, ChargePoint rarely owns EV charging assets nor does it try to profit from electricity or driver charging fees.

Accordingly, ChargePoint believes its operating model allows it to scale active network ports more cost efficiently as compared to other models in the EV industry, where the charging station provider owns and operates the unit, and it gives the site owner or operator full control over branding, access, pricing and policies in an effort to ensure a positive driver experience.

ChargePoint’s networked charging solutions can charge most types of EVs—cars, trucks, delivery vehicles, buses, yard tractors and 18-wheelers—regardless of manufacturer.

ChargePoint believes it will benefit directly and proportionately from the broad electrification trend because it does not need to identify which vehicles will come first or which segments or manufacturers will be successful.

For example, as an early entrant in the EV charging industry, ChargePoint has seen a correlation between new passenger EV sales in North America and its charging port growth in North America, which gives ChargePoint confidence in its growth prospects going forward as its verticals and geographic markets continue to go electric.

By calendar year 2021, most major manufacturers of passenger cars, trucks of all sizes, buses and industrial vehicles have committed to electrification, and governments have made it clear from both policy and funding perspectives that the future of transportation is electric.

For example, passenger EV sales are expected to increase from 2.7% of new vehicles sold in 2019 to 43.2% in 2030 in the United States and Europe according to the Bloomberg New Energy Finance Electric Vehicle Outlook (the “BNEF Report”).

Additional factors propelling this shift to electrification include existing and proposed fossil fuel bans or restrictions, transit electrification mandates and utility incentive programs.

With these trends, the BNEF Report projects that the cumulative EV charging infrastructure investment in North America and Europe is expected to be approximately $121 billion by 2030 and increase to approximately $307 billion by 2040.

ChargePoint is focused on supporting a sustainable future.

Since 2007, ChargePoint has powered approximately 3.6 billion electric miles driven, avoiding approximately 145 million gallons of gasoline and over 600,000 metric tons of greenhouse gas emissions as of January 31, 2022.

ChargePoint estimates the avoided amount of greenhouse gas emissions equates to planting approximately 14 million tree seedlings, capturing carbon from 1,000,000 acres of U.S.

forests and recycling 36 million bags of waste, according to the United States Environmental Protection Agency’s Greenhouse Gas Equivalencies.

The ChargePoint Model for EV Fueling

Because vehicles spend most of their time parked and electricity is pervasively and safely distributed, fueling can shift to a model where vehicles charge where they are parked and while their drivers—individual or fleet—are doing something else.

Locations where vehicles are parked will offer fueling with charging speeds matched to the natural parking duration, or dwell time, of vehicles at the site.

Matching charging speeds to dwell time is a critical component in charging station site design and solution selection.

Accordingly, with application-specific exceptions such as occasional drives beyond a passenger vehicle’s battery range or the need to support centralized fleet depots, ChargePoint believes EV charging will be primarily a top-up model and that fueling will transition from an inconvenient, dedicated stop at a destination to convenient charging mapped to the dwell time of the vehicle, whether passenger or fleet.

For example, ChargePoint believes that passenger EV drivers will typically charge overnight at home or during the day at work, top-up with Level 2 alternating current (“AC”) charging while parked at a shopping center for a few hours, and access Level 3 direct current (“DC”) charging for occasional road trips.

ChargePoint also believes that fleet vehicles will typically charge overnight, but with infrastructure mapped to vehicle types, dwell time and route lengths.

To meet these needs in an integrated way, ChargePoint offers a platform of products, Cloud subscriptions, Assure warranty coverage and professional services enabling turn-key development of charging at most locations and applications.

ChargePoint is tackling the growing addressable electric vehicle charging market one parking lot at a time.

ChargePoint’s business model (a) encourages businesses and fleets to invest in charging infrastructure, in essence “crowdsourcing” the buildout of EV charging infrastructure, (b) is designed to deliver consistent revenue aligned closely to EV sales growth, and (c) provides a quality experience for businesses and drivers that yields significant network effects.

ChargePoint sells networked charging hardware and

recurring Cloud subscriptions and services primarily to commercial, fleet and residential customers.

With few exceptions, ChargePoint does not own charging sites or stations, monetize the sale of energy to support asset ownership returns, or monetize driver access to stations.

In other words, ChargePoint does not depend on utilization rates and site selection, and provides the site owner, or host, full control over branding, access, pricing and policies.

As a result, ChargePoint believes it has a differentiated business model versus others who deny hosts the right to control the charging experience with their customers and employees and offer minimal or no network effects.

And because customers own the charging infrastructure or can partner with a third-party owner-operator, ChargePoint can focus its capital on product development, customer acquisition and public policy to drive innovation, competition and customer choice in the market.

ChargePoint continues to optimize its operating model, combining comprehensive, high quality networked charging hardware and Cloud subscriptions with turn-key support and Assure warranty services.

ChargePoint believes this approach is unique in the industry, creates significant network effects and, when combined with ChargePoint’s first mover advantage, provides the potential for recurring revenue.

ChargePoint’s user experience is designed to generate high driver satisfaction and awareness and to keep site hosts engaged and loyal.

This creates a virtuous cycle of brand awareness, recurring Cloud revenue and meaningful charging footprint growth with existing customers, all supported by mass market EV adoption.

The Portfolio

ChargePoint primarily generates revenue through the sale of networked charging hardware, combined with its Cloud Services billed as a subscription, and available through each charging port.

ChargePoint also provides an extended parts and labor warranty, Assure, as an annual subscription.

ChargePoint offers both an upfront sale of the charging stations with separate payment for Cloud Services and Assure, or ChargePoint as a Service, referred to as CPaaS, in which charging station hardware, Cloud Services and Assure are bundled into an annual subscription.

• Hardware Portfolio Powered by Cloud Services .

ChargePoint believes it offers among the industry’s leading hardware for Level 2 AC and Level 3 DC charging, and does not sell these solutions without a Cloud Services subscription.

ChargePoint’s solutions deliver differentiated features and high efficiency in power and footprint, with a modular and scalable architecture created for high availability, easy expansion and efficient serviceability.

ChargePoint thoroughly tests its products, including interoperability checks for different types of EVs, for a range of functional, climate and environmental conditions and for high, long-term reliability.

ChargePoint’s stations are available with customizable video and signage options for customers who want to promote their brand.

• Advanced Cloud Services to Scale Charging Infrastructure.

ChargePoint’s network, sold as a Cloud Services subscription, enables commercial and fleet customers to manage charging in their parking lots and depots.

Features are tuned for a variety of settings.

Retailers can optimize charging station locations and pricing for foot traffic and loyalty, employers can make fueling an efficient benefit to attract talent, parking operators can vary pricing to reflect market conditions, and fleet operators can manage use cases from having drivers take their own vehicles home every day to high-power, high-complexity centralized fleet depots.

Cloud Services capabilities include the functionality below.

▪ Station and site host management :

making charging accessible to the public or select users, simplifying management of multiple charging sites and their parking policies, enabling sub-hosts, delivery of analytics, utilization reporting, remote diagnosis and updates with the latest software features.

▪ Host pricing and payment remittance capabilities :

enabling site hosts or station owners to set pricing, including support for pricing scenarios (e.g., by driver group, time of day, idle status, energy dispensed, by session).

Remittance is possible to one or many accounts.

▪ Energy management :

enabling stations to share circuits, oversubscribing electrical panels to add more ports beyond the peak electrical capacity, and supporting the creation of advanced groups and rules which enable energy use policies.

Energy management can be integrated with support for building load management and integration with utility load management programs.

▪ Driver management tools :

enabling convenience features including specific user access via the ChargePoint connections system, the creation of driver groups to support a site host policy and the waitlist feature for drivers to reserve a place in line, among other features.

▪ Integration with route planning systems for fleets :

enabling on-budget deadline scheduling in accordance with energy rate structures and on-site energy storage.

On-site and on-route charging are supported and fueling payment is facilitated by integration with leading fuel cards.

ChargePoint believes that as EV penetration rises, so does the importance of Cloud Services to help manage charging complexity.

Some examples include:

• The ability for commercial customers to adjust the rate at which vehicles charge to match the natural parking duration at the site and to avoid peak or demand charges.

• Charging infrastructure made available to the public during the day can be reserved for private fleets at night.

Fleet software integrations also offer load control, charging scheduling and alerts to reduce cost and improve reliability.

The software is designed to integrate with fuel management systems, fleet operations software and vehicle telematics to enable seamless integration into fleet processes.

• Ecosystem integrations enable drivers to access charging functionality via in-vehicle infotainment systems, consumer mobile applications, payment systems, mapping tools, home automation assistants, fleet fuel cards, wearables and residential utility programs.

All ChargePoint commercial ports are integrated into one network available to drivers who can use the ChargePoint mobile application to find charging locations, check availability, start sessions, pay for charging, use their ChargePoint account to roam across networks, access preferential pricing and loyalty offers and track the estimated avoidance of CO2 emissions in comparison to the use of liquid fuel.

• Parts and Labor Warranty Subscriptions and Customer Support Foster Loyalty .

ChargePoint offers the Assure warranty services which include proactive monitoring, fast response times, parts and labor warranty, expert advice and robust reporting.

ChargePoint also provides phone support in multiple languages to both site hosts and drivers.

Rising EV adoption creates more awareness and utilization.

ChargePoint believes the quality of the ChargePoint experience generates driver satisfaction and therefore encourages customers to purchase additional networked chargers and Cloud Services, creating a virtuous cycle of growth from customers expanding their charging capacity.

Go to Market Strategy

ChargePoint sells networked charging solutions in North America and Europe, and as of January 31, 2022, its customers base include 76% of the 2021 Fortune 50 list of companies.

It is focused on three key verticals:

commercial, fleet and residential.

• Commercial :

Commercial businesses already own or lease parking and many wish to electrify.

These include retail centers, offices, medical complexes, schools, airports, convenience stores, recreation centers and fast fueling sites, among others.

ChargePoint believes commercial businesses view charging as essential and invest to attract tenants, employees, customers and visitors, generate direct and indirect income, and achieve sustainability goals.

ChargePoint believes commercial businesses choose ChargePoint based on solution completeness (they are not responsible for being the integrator or support agent for drivers) and the quality that comes from designing hardware, software and services together.

These customers benefit from drivers that are typically familiar with ChargePoint’s products and services, including access to a free, top-rated application, around-the-clock support, and integration to popular mapping platforms, payment systems and wearables.

Brand awareness, education and demand marketing programs generate sales opportunities.

ChargePoint accesses the commercial market via its direct sales force (inside and field teams) and by channel partners.

Fleet customers are organizations that operate vehicle fleets in delivery/logistics, sales/service/motor pool shared transit and ride-sharing service operators.

ChargePoint believes these customers choose to electrify their fleets for economic reasons, as the comparative total cost of ownership compellingly favors electrification.

EV charging solutions can help them design and fuel operations, manage operating costs and achieve sustainability goals.

ChargePoint provides a flexible architecture of networked charging stations, Cloud Services subscriptions, professional services, support, monitoring and parts and labor warranties needed to support all use cases, from single vehicle take-home fleets to full-scale electrified depots.

ChargePoint accesses the fleet market via its direct sales force and a curated set of channel partners.

• Residential :

ChargePoint offers residential EV charging solutions for drivers in single-family residences who want the convenience of fueling at home with the ability to optimize energy costs and full integration with the same mobile application they use for charging away from home.

Residential charging solutions include the capability to manage grid load in conjunction with utility programs and EV fueling rate programs.

ChargePoint accesses single-family residential opportunities through direct marketing to the consumer using proprietary and third-party e-commerce platforms.

For apartments and condominium settings, ChargePoint offers landlords and owner associations the ability to offer charging billed directly to the tenant.

ChargePoint also offers customer support around-the-clock and in multiple languages.

ChargePoint accesses this residential aspect via marketing and direct and channel partners.

Because ChargePoint rarely owns and operates charging infrastructure, it is able to allocate capital strategically towards ChargePoint’s initiatives in research and development, marketing and sales and public policy.

• Research and Development .

With a singular focus on EV charging, ChargePoint offers a complete set of networked charging solutions for most EV charging use cases in North America and Europe.

• Go to Market.

ChargePoint has built a strong marketing and sales engine in North America and Europe, with an established sales channel, digital marketing capability and substantial direct sales.

ChargePoint has focused on category awareness,

consistent branding and customer acquisition.

ChargePoint also has nationwide and local partners who sell, install and maintain ChargePoint solutions.

• Public Policy .

ChargePoint has also supported early and sustained investments in policy and utility relationships.

ChargePoint advocates for policies that advance electric mobility and ensure a healthy industry with a focus on competition, innovation and customer choice, including:

▪ Support for vehicle policy and climate action, such as zero emission vehicle requirements, fossil fuel bans and transit electrification directives;

▪ Partnership with North America’s leading utilities to scale the new electric fueling network, including enabling the resale of electricity, securing fast charging-friendly tariffs, protecting site host choice, developing make-ready programs, creating rebate programs and informing utility commission decisions and legislation;

▪ Reduction in barriers to infrastructure deployment including construction costs, permitting, building codes and right to charge policies for renters and tenants.

ChargePoint believes it has one of the most comprehensive technology platforms for the EV charging industry, offering networked charging systems of multiple charging speeds to compliment the natural dwell time of the vehicle, the ability to charge vehicles of any make in any application, including fleet, commercial and residential, high-power efficiency and energy management, high reliability and easy serviceability, and flexible Cloud Services management capabilities.

ChargePoint does not sell charging system hardware without its software, and rarely owns and operates networked charging system assets.

Accordingly, ChargePoint believes it does not compete directly with other charging station owner and operators, rather it seeks to help customers avoid the burden of becoming their own integrator, and sees asset owners as potential customers, not direct competitors.

ChargePoint believes the principal competitive factors in the EV charging industry include:

efficient capital deployment;

multiple product lines for application specific deployment and diverse revenue opportunities;

product flexibility to charge virtually all EV makes and models;

cloud-based networked charging systems providing platform reliability, system management and scalability;

and high levels of customer satisfaction and a compelling driver user experience.

The EV market is still in its early stages of development and requires significant capital expenditures, broad engagement across the fleet, commercial and residential verticals, successful driver engagement, and being everywhere drivers are to gain market share.

ChargePoint believes the primary differentiators on which it competes include:

• variety and quality of networked charging system product offerings;

• product performance;

• Cloud Services functionality for its network;

• ease of use;

• brand awareness;

• quality of support;

• size and scale of its networked charging system;

• scale of operations.

ChargePoint believes it competes favorably with respect to each of these factors.

North America

ChargePoint believes it leads the North America market in the sale of commercial Level 2 AC chargers.

ChargePoint also has a strong market position in Level 1 AC chargers for use at home or multifamily settings and high-power Level 3 DC chargers for urban fast charging, corridor or long-trip charging and fleet applications.

Because ChargePoint’s primary business model does not include owning and operating networked charging stations, ChargePoint believes its primary competitors include other OEMs, manufacturers and providers of EV charging station solutions, such as Blink Charging Co., and SemaConnect, Inc.

in Level 2 AC charger;

Wallbox N.V and Blink Charging Co.

in Level 1 AC chargers;

and Tritium DCFC in Level 3 DC chargers.

In Europe, ChargePoint primarily competes with smaller providers of EV charging solutions.

The market in Europe is highly fragmented in terms of both providers and solutions, with many companies providing hardware only or software only, and few providing both.

To succeed in a large, early-stage market such as Europe, providers must invest in early engagement across verticals and customers to gain market share, and in ongoing efforts to scale channels, installers, teams and processes.

ChargePoint believes its portfolio breadth

and range of Cloud solutions position it well to succeed broadly in Europe, and thus has invested, and will continue to invest, heavily in its strategy to establish a successful pan-European presence that maps to major pan-European customers and provides a seamless experience for drivers as they travel.

Growth Strategies

ChargePoint estimates it had approximately a 70% market share in publicly available networked Level 2 AC charging in North America as of January 31, 2022.

ChargePoint began European operations in late 2017 and currently operates in 16 European countries.

It expects significant market opportunities for fleet solutions as fleet EVs begin to arrive in more meaningful volume.

ChargePoint believes the breadth and quality of its networked EV charging solutions, market share and driver awareness typically lead to customer loyalty, whereby customers typically choose to expand their charging footprint with ChargePoint as EV penetration rises and/or charging utilization at their location increases.

Over the years, ChargePoint’s customers have typically renewed their Cloud Services subscriptions and have expanded the number of charging ports they purchase from ChargePoint.

Growth is also supported by comprehensive ecosystem integrations ChargePoint has enabled that keep the ChargePoint brand top of mind with drivers, including in-vehicle infotainment systems, consumer mobile applications, payment systems, mapping tools, home automation assistants, fleet fuel cards, wearables and residential utility programs.

ChargePoint’s growth strategies to continue to scale networked EV charging are as follows:

• Accelerate new product offerings .

ChargePoint intends to maintain its leadership position with continued efficient investment in the development of charging station technologies and Cloud solutions.

In addition, ChargePoint intends to expand its product offerings beyond its historical model of a site host or customer owning and operating charging as a capital expenditure.

ChargePoint intends to enter into a partnerships and similar strategic relationships with third-party owners and operators of charging stations and alternative energy infrastructure providers to provide customers a financed charging solution that enables customers to pay for charging infrastructure as an operational expense, and a turnkey charging solution that enables customers offering public charging to host a station at zero cost to them.

• Invest incrementally in marketing and sales .

In both North America and Europe, ChargePoint intends to continue attracting new customers and pursuing a “land-and-expand” model which encourages existing customers to increase their charging footprint with ChargePoint over time as EV penetration increases.

Manufacturing, Logistics and Fulfillment

ChargePoint designs its products in-house and outsources production to contract manufacturers based in the United States, Mexico and Europe.

The majority of its hardware products are manufactured in Mexico.

Components are sourced from a number of global suppliers, with concentrations in the United States and Asia.

ChargePoint deploys a global supply chain management team that works proactively with piece part and final assembly supply partners.

That supply management team readies factories for new products, puts in place and monitors quality control points, plans ongoing production, issues purchase orders and coordinates deliveries to distribution hubs that ChargePoint manages in North America and Europe.

ChargePoint works with third-party fulfillment partners that deliver its products from multiple locations, which it believes allows it to reduce order fulfillment time and shipping costs.

Almost all of ChargePoint’s charging stations are installed and utilized outdoors and ChargePoint operates and conducts its sales primarily in the Northern Hemisphere.

Seasonal changes and other weather-related conditions can affect the sales volumes and installation rates of ChargePoint’s products, primarily due to the impact of winter weather on construction timelines and delays.

Therefore, the financial results for any quarter do not necessarily indicate the results expected for the fiscal year.

Normally, the highest sales and earnings are in ChargePoint’s fourth quarter and the lowest are in its first quarter, commencing in February annually.

Government Regulation and Incentives

State, regional and local regulations for installation of EV charging stations vary from jurisdiction to jurisdiction and may include permitting requirements, inspection requirements, licensing of contractors and certifications as examples.

Compliance with such regulation(s) may cause installation delays.

ChargePoint is subject to the Occupational Safety and Health Act of 1970, as amended (“OSHA”).

OSHA establishes certain employer responsibilities, including maintenance of a workplace free of recognized hazards likely to cause death or serious injury, compliance with standards promulgated by OSHA and various record keeping, disclosure and procedural requirements.

standards, including standards for notices of hazards, safety in excavation and demolition work and the handling of asbestos, may apply to ChargePoint’s operations.

ChargePoint is in full compliance with OSHA regulations.

ChargePoint products are subject to regulations and certification requirements governing accuracy and other characteristics of embedded metrology for dispensing of electricity through charging stations.

ChargePoint has received certification for some products in the European Union under the Measurement Instrument Directive (MID), in the United Kingdom under the Measurement Instrument Regulation (MIR), and in California under the California Type Evaluation Program (CTEP), as regulated by the Department of Food and Agriculture Division of Measurement Standards.

ChargePoint is in the process of seeking additional certifications on products in Germany and in the United States.

Field testing to validate meter accuracy may also be carried out by various government entities responsible for ensuring the accuracy of transactions based on measured quantities, similar to the way gasoline pumps or grocery store scales are audited.

Privacy and Data Security Laws

ChargePoint is currently subject, and/or may in the future be subject, to numerous privacy and data security laws.

For example, some U.S.

states, members of the European Economic Area, the United Kingdom, Mexico, China, and many other jurisdictions in which ChargePoint operates has adopted some form of privacy and data security laws and regulations which impose significant compliance obligations.

The European Union’s General Data Protection Regulation (“GDPR”), which is wide-ranging in scope, imposes several requirements relating to a variety of matters, including the control over personal data by individuals to whom the personal data relates, the information provided to the individuals, the documentation ChargePoint must maintain, the security and confidentiality of the personal data, data breach notification, and the use of third-party processors in connection with the processing of personal data.

The GDPR also imposes strict rules on the transfer of personal data outside of the European Union (“EU”), provides an enforcement authority and authorizes the imposition of large penalties for noncompliance, including the potential for significant fines.

The GDPR requirements apply not only to third-party transactions, but also to transfers of information between ChargePoint and its subsidiaries, including employee information.

The GDPR has increased ChargePoint’s responsibility and potential liability in relation to all types of personal data that ChargePoint processes and ChargePoint may be required to put in place additional mechanisms to ensure compliance with the GDPR, which could divert management’s attention and increase its cost of doing business, and despite ChargePoint’s ongoing efforts to bring its practices into compliance with the GDPR, it may not be successful.

Additionally, ChargePoint is governed by a California state privacy law called the California Consumer Privacy Act of 2018 (“CCPA”), which contains requirements similar to GDPR for the handling of personal information of California residents.

The CCPA establishes a privacy framework for covered businesses, including an expansive definition of personal information and data privacy rights for California residents.

The CCPA includes a framework with potentially severe statutory damages and private rights of action.

The CCPA requires covered companies to provide new disclosures to California consumers (as that word is broadly defined in the CCPA), and new ways for such consumers to opt-out of certain sales of personal information, and to allow for a new cause of action for data breaches.

Further, California voters approved a new privacy law, the California Privacy Rights Act (“CPRA”) in November, 2020.

Effective starting on January 1, 2023, the CPRA will significantly modify the CCPA, including by expanding the consumers’ rights with respect to certain sensitive personal information.

The CPRA also creates a new state agency that will be vested with authority to implement and enforce the CCPA and the CPRA.

New legislation proposed or enacted in various other states will continue to shape the data privacy environment nationally.

For example, on March 2, 2021, Virginia enacted the Virginia Consumer Data Protection Act (“CDPA”), which becomes effective on January 1, 2023, and on June 8, 2021, Colorado enacted the Colorado Privacy Act (“CPA”) which takes effect on July 1, 2023.

The CPA and CDPA are similar to the CCPA and CPRA, but aspects of these state privacy statutes remain unclear, resulting in further legal uncertainty.

The GDPR, CCPA, CPRA, CPA and CDPA exemplify the vulnerability of ChargePoint’s business to the evolving regulatory environment related to personal data.

Other states in the United States may pass or are considering privacy laws, and additional countries have in recent years implemented new privacy laws.

ChargePoint’s compliance costs and potential liability may increase as the result of additional national and international regulatory requirements related to data privacy and data security.

The National Electrical Manufacturers Association (“NEMA”) is the association of electrical equipment and medical imaging manufacturers.

NEMA provides a forum for the development of technical standards that are in the best interests of the industry and users, advocacy of industry policies on legislative and regulatory matters, and collection, analysis, and dissemination of industry data.

All of ChargePoint’s products comply with the NEMA standards that are applicable to such products.

CAFE Standards

The regulations mandated by the Corporate Average Fuel Economy (“CAFE”) standards set the average new vehicle fuel economy, as weighted by sales, that a manufacturer’s fleet must achieve.

Although ChargePoint is not a car manufacturer and are thus not directly subject to the CAFE standards, ChargePoint believes such standards may have a material effect on its business.

The Energy Independence and Security Act of 2007 raised the fuel economy standards of America’s cars, light trucks and sport utility vehicles to a combined average of at least 35 miles per gallon by 2020—a 10 miles per gallon increase over 2007 levels—and required standards to be met at maximum feasible levels through 2030.

Building on the success of the first phase of the National Program, the second phase of fuel economy and global warming pollution standards for light duty vehicles covers model years 2017–2025.

These standards were

finalized by the U.S.

Environmental Protection Agency (“EPA”) and NHTSA in August 2012.

These standards would have required a reduction in average carbon dioxide emissions of new passenger cars and light trucks to 163 grams per mile (g/mi) in model year 2025.

Manufacturers may choose to comply with these standards by manufacturing more EVs which would mean that more charging stations of the type ChargePoint manufactures will be needed.

However, in April 2020, EPA and NHTSA finalized the Safer Affordable Fuel-Efficient Vehicles Rule, which reformulated the required reductions, establishing average carbon dioxide emissions of new passenger cars and light trucks of 240 g/mi in model year 2026.

Several states and groups have announced intentions to sue the U.S.

government over this reformulation, so the final CAFE standards cannot currently be predicted with any certainty.

However, to the extent fuel-efficiency standards are decreased, this may result in less demand for EVs and, in turn, charging stations of the type ChargePoint manufactures.

Waste Handling and Disposal

ChargePoint is subject to laws and regulations regarding the handling and disposal of hazardous substances and solid wastes, including electronic wastes and batteries.

These laws generally regulate the generation, storage, treatment, transportation and disposal of solid and hazardous waste, and may impose strict, joint and several liability for the investigation and remediation of areas where hazardous substances may have been released or disposed.

For instance, CERCLA, also known as the Superfund law, in the United States and comparable state laws impose liability, without regard to fault or the legality of the original conduct, on certain classes of persons that contributed to the release of a hazardous substance into the environment.

These persons include current and prior owners or operators of the site where the release occurred as well as companies that disposed or arranged for the disposal of hazardous substances found at the site.

Under CERCLA, these persons may be subject to joint and several strict liability for the costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies.

CERCLA also authorizes the EPA and, in some instances, third-parties to act in response to threats to the public health or the environmental and to seek to recover from the responsible classes of persons the costs they incur.

ChargePoint may handle hazardous substances within the meaning of CERCLA, or similar state statutes, in the course of ordinary operations and, as a result, may be jointly and severally liable under CERCLA for all or part of the costs required to clean up sites at which these hazardous substances have been released into the environment.

ChargePoint also generates solid wastes, which may include hazardous wastes that are subject to the requirements of the Resource Conservation and Recovery Act (“RCRA”) and comparable state statutes.

While RCRA regulates both solid and hazardous wastes, it imposes strict requirements on the generation, storage, treatment, transportation and disposal of hazardous wastes.

Certain components of ChargePoint’s products are excluded from RCRA’s hazardous waste regulations, provided certain requirements are met.

However, if these components do not meet all of the established requirements for the exclusion, or if the requirements for the exclusion change, ChargePoint may be required to treat such products as hazardous waste, which are subject to more rigorous and costly disposal requirements.

Any such changes in the laws and regulations, or ChargePoint’s ability to qualify the materials it uses for exclusions under such laws and regulations, could adversely affect ChargePoint’s operating expenses.

Similar laws exist in other jurisdictions where ChargePoint operates.

Additionally, in the EU, ChargePoint is subject to the Waste Electrical and Electronic Equipment Directive (“WEEE Directive”).

The WEEE Directive provides for the creation of collection scheme where consumers return waste electrical and electronic equipment to merchants, such as ChargePoint.

If ChargePoint fails to properly manage such waste electrical and electronic equipment, it may be subject to fines, sanctions, or other actions that may adversely affect ChargePoint’s financial operations.

Research and Development

ChargePoint has invested significant time and expense into research and development for its networked charging platform technologies and for its Cloud software.

ChargePoint’s ability to maintain its leadership position depends upon its ongoing research and development activities.

ChargePoint’s research and development team is responsible for designing, developing, manufacturing, testing and sustaining its products.

ChargePoint’s research and development teams are primarily located in the Company’s headquarters in Campbell, California, its facilities in Gurgaon, India, and its European locations in Radstadt, Austria, Amsterdam, Netherlands and Reading, the United Kingdom.

As of January 31, 2022, ChargePoint had over 550 full-time employees in its research and development activities.

Intellectual Property

ChargePoint relies on a combination of patent, trademark, copyright, unfair competition and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish, maintain and protect its proprietary rights.

ChargePoint’s success depends in part upon its ability to obtain and maintain proprietary protection for ChargePoint’s products, technology and know-how, to operate without infringing the proprietary rights of others, and to prevent others from infringing ChargePoint’s proprietary rights.

As of January 31, 2022, ChargePoint had 83 U.S.

patents issued and 38 U.S.

pending non-provisional patent applications.

Additionally, ChargePoint had 17 issued foreign patents (Canada, Japan, Australia, New Zealand, China, Taiwan and Korea) and 10 foreign patent applications currently pending in various foreign jurisdictions.

In addition, as of January 31, 2022, there were two pending Patent Cooperation Treaty applications.

These patents relate to various EV charging station designs and/or EV charging functionality.

Such issued patents and any patents derived from such applications or applications that claim priority from such applications, if granted,

would be expected to expire between 2024 and 2039, excluding any additional term for patent term adjustments.

ChargePoint cannot be assured that any of its patent applications will result in the issuance of a patent or whether the examination process will require ChargePoint to narrow the scope of the claims sought.

ChargePoint’s issued patents, and any future patents issued to ChargePoint, may be challenged, invalidated or circumvented, may not provide sufficiently broad protection and may not prove to be enforceable inactions against alleged infringers.

ChargePoint enters into agreements with its employees, contractors, customers, partners and other parties with which it does business to limit access to and disclosure of its technology and other proprietary information.

ChargePoint cannot be certain that the steps it has taken will be sufficient or effective to prevent the unauthorized access, use, copying or the reverse engineering of ChargePoint’s technology and other proprietary information, including by third-parties who may use its technology or other proprietary information to develop products and services that compete with ChargePoint’s.

Moreover, others may independently develop technologies that are competitive with ChargePoint or that infringe on, misappropriate or otherwise violate its intellectual property and proprietary rights, and policing the unauthorized use of ChargePoint’s intellectual property and proprietary rights can be difficult.

The enforcement of ChargePoint’s intellectual property and proprietary rights also depends on any legal actions ChargePoint may bring against any such parties being successful, but these actions are costly, time-consuming and may not be successful, even when ChargePoint’s rights have been infringed, misappropriated or otherwise violated.

ChargePoint intends to continue to regularly assess opportunities for seeking patent protection for those aspects of its technology, designs and methodologies that ChargePoint believes provide a meaningful competitive advantage.

However, ChargePoint’s ability to do so may be limited until such time as it is able to generate cash flow from operations or otherwise raise sufficient capital to continue to invest in ChargePoint’s intellectual property.

For example, maintaining patents in the United States and other countries requires the payment of maintenance fees which, if ChargePoint is unable to pay, may result in loss of its patent rights.

If ChargePoint is unable to do so, its ability to protect its intellectual property or prevent others from infringing its proprietary rights may be impaired.

Human Capital Resources

As of January 31, 2022, ChargePoint had 1,436 employees, of which 903 are located in the United States and 533 are located outside of the United States.

ChargePoint’s talent is the foundation of its success.

ChargePoint strives to become the employer of choice within its industry, facilitating the transition to electric mobility by placing its talent at the heart of its success.

To achieve this mission, ChargePoint aims to develop its individual, team and leadership capabilities, attract the best talent from diverse backgrounds, retain its talent through competitive rewards, benefits and by creating a winning culture, and engaging its talent by building a culture of feedback, inclusion and recognition.

Key focus and investment areas to achieve this goal include, among others, diversity and inclusion, emphasis on ethical business practices, employee safety and wellness, and competitive compensation benefits.

Diversity and Inclusion .

ChargePoint believes that a company culture focused on diversity and inclusion will help enable ChargePoint to deliver on its mission.

ChargePoint also believes that by creating an inclusive culture where employees can bring their whole self to work and encouraging diversity of thought, ChargePoint will improve the employee experience and ultimately drive better business outcomes.

ChargePoint is committed to recruiting, retaining, and developing highly engaged and high-performing employees with diverse backgrounds and experiences.

This commitment includes providing equal access to, and participation in, equal employment opportunities, programs, and services without regard to race, religion, color, national origin, disability, sex, sexual orientation, or gender identity.

Ethical Business Practices.

ChargePoint also fosters a strong corporate culture that promotes high standards of ethics and compliance for its business, including policies that set forth principles to guide employees, executives, and directors, such as its Code of Business Conduct and Ethics.

In addition, ChargePoint has joined the Responsible Business Alliance (RBA) and adopted its Supplier Code of Conduct, which emphasizes business ethics in its supply chain through audit and oversight programs focused on promoting ethical and sustainable labor, health and safety, environmental business practices.

ChargePoint also maintains a whistleblower policy and anonymous hotline for the confidential reporting of any suspected policy violations or unethical business conduct on the part of its businesses, employees, executives, directors, or vendors.

Employee Safety and Wellness .

In response to the COVID-19 pandemic, ChargePoint implemented significant changes to help keep its employee community safe.

These measures include requiring employees to work from home, unless they needed to go into the office to conduct business-critical work and had VP/executive approval, and implementing additional safety measures to create a safe work environment for the employees that were going into the office.

This included, but was not limited to, showing proof of a negative COVID-19 test prior to entering the office, wearing masks while in the office, social distancing and regularly sanitizing, among other requirements.

In addition, ChargePoint conducted regular cleaning and maintained good ventilation throughout its facilities.

Beyond COVID-19 measures, ChargePoint also provides various health and wellness resources to help its employees improve their well-being.

In addition to health, medical and dental benefits, ChargePoint offers all employees access to several well-being apps which provide a variety of mental health solutions, access to thousands of classes, and guided meditation.

Compensation and Benefits.

In addition to competitive base salaries, ChargePoint offers compensation and benefits programs such as medical, dental, and vision insurance, an employee assistance program, health and dependent care flexible spending accounts, a 401(k) plan, health savings account, basic life insurance, accidental death and dismemberment insurance, short-term and long-term disability insurance, and commuter benefits.

Employees are also eligible to participate in its Employee Stock Purchase Program and

discretionary equity awards program.

ChargePoint designs its employee benefits programs to be competitive in relation to the market.

ChargePoint adjusts its employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market.

In structuring these benefit programs, ChargePoint seeks to provide an aggregate level of benefits that are comparable to those provided by similar companies.

Available Information

The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), free of charge on ChargePoint’s website, investors.chargepoint.com as soon as reasonably practicable after they are electronically filed with or furnished to the Securities and Exchange Commission (“SEC”).

In addition, the SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.

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 1. Business