What changed in this filing

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Item 1A. Risk Factors

2022-04-04 compared with 2021-02-10 · 743 added, 2043 removed, 22 unchanged (99% of the section changed)

Risk Factors.

investment in our securities involves a high degree of risk.

You should consider carefully all of the risks described below, together

with the other information contained in this Annual Report on Form 10-K, including our financial statements and related notes,

before making a decision to invest in our securities.

If any of the following events occur, our business, financial condition

and operating results may be materially adversely affected.

In that event, the trading price of our securities could decline,

and you could lose all or part of your investment.

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.

An investment in ChargePoint’s securities involves a high degree of risk.

You should carefully consider the risks described below before making an investment decision.

ChargePoint’s business, prospects, financial condition, or operating results could be harmed by any of these risks, as well as other risks not known to ChargePoint or that it considers immaterial as of the date of this Annual Report.

The trading price of ChargePoint’s securities could decline due to any of these risks, and, as a result, you may lose all or part of your investment.

Summary of Principal Risks Associated with ChargePoint’s Business

• ChargePoint operates in the early-stage market of electric vehicle adoption and has a history of losses and expects to incur significant expenses and continuing losses for the near term.

• ChargePoint 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.

• 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 EV charging develops.

• Failure 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 faces risks related to health pandemics, including the ongoing COVID-19 pandemic, which could have a material and adverse effect on its business and results of operations.

• Supply chain disruptions, manufacturing interruptions or delays, or the failure to accurately forecast customer demand, could adversely affect ChargePoint’s ability to meet customer demand, lead to higher costs, and adversely effect ChargePoint’s business and results of operations.

For example, supply chain challenges related to the COVID-19 pandemic and global chip shortages have impacted companies worldwide and may have adverse effects on ChargePoint’s suppliers and, as a result, ChargePoint.

• ChargePoint 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.

• 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.

• Acquisitions or strategic investments could be difficult to identify and integrate, divert the attention of key management personnel, disrupt ChargePoint’s business, dilute stockholder value and adversely affect its results of operations and financial condition.

• If ChargePoint is unable to attract and retain key employees and hire qualified management, technical engineering and sale personnel, its ability to compete and successfully grow its business would be harmed.

• ChargePoint is expanding operations internationally, particularly in Europe, which will expose it to additional tax, compliance, market and other risks.

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

• Future sales of ChargePoint’s Common Stock in the public market, or the perception that such sales may occur, could reduce ChargePoint’s stock price, and any additional capital raised through the sale of equity or convertible securities may dilute existing stockholder’s ownership.

• 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 information technology systems or data, or those of its service providers or customers or users could be subject to cyber-attacks or other security incidents, which could result in data breaches, intellectual property theft, claims, litigation, regulatory investigations, significant liability, reputational damage and other adverse consequences.

• Computer 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.

• 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 may continue to occur in California, could disrupt and harm its operations and those of ChargePoint’s customers.

• ChargePoint has never paid cash dividends on its capital stock and does not anticipate paying dividends in the foreseeable future.

• The price of ChargePoint’s Common Stock may be subject to wide fluctuations.

• Concentration of ownership among ChargePoint’s existing executive officers, directors and their affiliate may prevent new investors from influencing significant corporate decisions.

• 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.

• The 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.

• 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 has identified material weaknesses in its internal control over financial reporting.

Risks Related to ChargePoint’s Business

ChargePoint operates in the early-stage market of electric vehicle adoption and has a history of losses, and expects to incur significant expenses and continuing losses for the near term.

ChargePoint incurred net losses of $132.2 million, $197.0 million, and $134.3 million for the fiscal year ended January 31, 2022, 2021, and 2020, respectively.

As of January 31, 2022 and 2021, ChargePoint had an accumulated deficit of $811.7 million and $679.4 million, respectively.

ChargePoint believes it will continue to incur significant operating expenses and net losses in future quarters for the near term.

There can be no assurance that it will be able to maintain profitability in the future.

ChargePoint’s potential profitability is particularly dependent upon the continued adoption of EVs by consumers and fleet operators, the widespread adoption of electric trucks, other vehicles and other electric transportation modalities, which are still in the very early stages of adoption and may not occur.

ChargePoint 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.

ChargePoint has experienced rapid growth in recent periods.

For example, the number of employees has grown from 743 as of January 31, 2020 to 834 as of January 31, 2021 and to 1,436 as of January 31, 2022.

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.

To 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, inability to retain or hire new employees effectively, information security vulnerabilities or other operational difficulties, any of which could adversely affect its business performance and operating results.

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 EV charging develops.

The 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.

In 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

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.

In addition, 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.

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

In addition, certain of ChargePoint’s competitors are engaging in or have completed transactions to become a publicly-traded company and may have ready access to the capital markets for additional funding.

As a result, 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.

In addition, 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.

New 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.

Future 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.

Failure 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.

Sales 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.

ChargePoint 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.

Furthermore, 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 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.

ChargePoint faces risks related to health pandemics, including the ongoing COVID-19 pandemic, which could have a material and adverse effect on its business and results of operations.

The COVID-19 pandemic has created significant volatility in the global economy.

Global trade conditions and consumer trends that have originated during the pandemic continue to persist and may have a long-lasting adverse impact on ChargePoint and its industry.

For example, the pandemic has resulted in government authorities implementing numerous measures to try to contain the COVID-19 virus, such as travel bans and restrictions, quarantines, stay-at-home or shelter-in-place orders and business shutdowns.

measures may be relaxed or revised in some areas, there is no guarantee these measures will not be reinstated or resumed due to additional variants of COVID-19 or the inability or ineffectiveness of public health measures to limit the further spread of COVID-19.

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, or the risks that the measures may be reinstated or resumed, 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.

During 2020, 2021, and continuing in 2022, ChargePoint 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 workers and cost cutting measures to reduce operating costs.

ChargePoint 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, including acting to lift or re-impose initiatives.

There is no certainty that such actions will be sufficient to mitigate the risks posed by the COVID-19 pandemic 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 ChargePoint’s 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 decline.

In addition, measures imposed by governments, 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.

As stated above, non-essential ChargePoint personnel have been working from home for almost two years in light of the COVID-19 pandemic, and although ChargePoint has commenced a “return-to-office” plan, which includes shifting to a hybrid model where employees have flexibility to work from home, ChargePoint has not yet set a return-to-office-date in light of the dynamic nature of the COVID-19 pandemic.

A hybrid work model may create challenges, including challenges maintaining ChargePoint’s corporate culture, increasing attrition or limiting ChargePoint’s ability to attract employees if individuals prefer to continue working full time at home, or if there are instances of COVID-19 infections at the office.

Future challenges related to ChargePoint’s “return-to-office” plans, hybrid work model or workplace practices could lead to attrition and difficulty attracting high-quality employees.

The effect of the COVID-19 pandemic on ChargePoint’s business, prospects and results of operations will depend on the direction and duration of current global trends and their sustained impact.

Difficult macroeconomic conditions, such as decreases in direct federal economic support, such as the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) , increased inflation, 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 have a material adverse effect on the demand for ChargePoint’s products and services.

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

For example, variations in work-from-home policies can cause fluctuations in revenues, and ChargePoint believes that people have not yet fully returned back to offices.

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

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.

Supply chain disruptions, manufacturing interruptions or delays, or the failure to accurately forecast customer demand, could adversely affect ChargePoint’s ability to meet customer demand, lead to higher costs, and adversely affect ChargePoint’s business and results of operations.

For example, supply chain challenges related to the COVID-19 pandemic and global chip shortages have impacted companies worldwide and may have adverse effects on ChargePoint suppliers and, as a result, ChargePoint.

ChargePoint depends on the timely supply of materials, services and related products to meet the demands of its customers, which depends in part on the timely delivery of materials and services from suppliers and contract manufacturers.

Significant or sudden increases in demand for EV charging stations, as well as worldwide demand for the raw materials and services that ChargePoint requires to manufacture and sell EV charging stations, including component parts, may result in a shortage of such materials or may cause shipment delays due to transportation interruptions or capacity constraints.

Such shortages or delays could adversely impact ChargePoint’s suppliers’ ability to meet ChargePoint’s demand requirements.

Disruptions in the manufacturing, delivery and overall supply chain of vehicle manufacturers and suppliers, such as exacerbated port congestion and intermittent supplier shutdowns and delays, exacerbated by the COVID-19 pandemic have resulted in additional costs and, to a lesser extent, component shortages, and have led to fluctuations in EV sales in markets around the world.

Increased demand for personal electronics and trade restrictions that affect raw materials have contributed to a shortfall of semiconductor chips, which has caused additional supply challenges both within and outside of ChargePoint’s industry.

Ongoing supply chain challenges and heightened logistics costs have adversely affected ChargePoint’s gross margins in recent quarters and ChargePoint expects that gross margins will continue to be adversely affected by increased material costs and freight and logistic expenses for the foreseeable future.

Costs incurred to expedite delivery of components used in charging stations or in providing installation or maintenance services or to proactively increase inventory could cause ChargePoint to raise its prices, impose surcharges or other fees or refuse to negotiate discounts.

Further, any sustained downturn in demand for EVs would also harm ChargePoint’s business.

ChargePoint may also experience significant interruptions of its manufacturing operations, delays in its ability to deliver products, or increased costs as a result of:

• the failure or inability to accurately forecast demand and obtain sufficient quantities of quality raw materials on a cost-effective basis;

volatility in the availability and cost of materials or services, including rising prices due to inflation;

• shipment delays due to transportation interruptions or capacity constraints, such as reduced availability of air or ground transport or port closures;

• information technology or infrastructure failures, including those of a third party supplier or service provider;

• difficulties or delays in obtaining required import or export approvals;

• natural disasters or other events beyond ChargePoint’s control (such as earthquakes, utility interruptions, tsunamis, hurricanes, typhoons, floods, storms or extreme weather conditions, fires, regional economic downturns, regional or global health epidemics, including the ongoing COVID-19 pandemic);

• geopolitical turmoil, including the ongoing invasion of the Ukraine by Russia or increased trade restrictions between the United States, Russia, China and other countries, social unrest, political instability, terrorism, or other acts of war which may further adversely impact supply chains, shipping, transportation and logistics disruptions.

As more fully discussed in the risk factor “Risks Related to ChargePoint’s Business - ChargePoint faces risks related to health pandemics, including the COVID-19 pandemic, which could have a material and adverse effect on its business and results of operations”, the ongoing COVID-19 pandemic and measures taken in response by governments and businesses worldwide to contain its spread, including quarantines, facility closures, travel and logistics restrictions, border controls, and shelter in place or stay at home and social distancing orders, have adversely impacted and may continue to adversely impact ChargePoint’s supply chain, manufacturing, logistics, workforce and operations, as well as the operations of its customers and suppliers globally.

In addition, while ChargePoint has not yet experienced a direct impact to its supply chain due to the conflict between Russia and the Ukraine, ChargePoint may experience an impact in the future due to increased fuel and shipping costs, limited supply of components or parts used by ChargePoint in its manufacturing process, or the automotive industry in general, and delays caused by changes to global shipping routes and logistics.

Such adverse impacts on ChargePoint’s supply chain could limit its ability to manufacture and sell its products on a timely and cost-effective basis and adversely affect its gross margins, which could materially adversely affect ChargePoint’s business and results of operations.

ChargePoint 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.

ChargePoint 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 alternatives or replacement manufacturers beyond these key parties.

In the event of interruption, including or resulting in a sudden failure by a supplier to meet its obligation, ChargePoint 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.

If ChargePoint experiences a significant increase in demand for its charging stations in future periods, 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.

In addition, ChargePoint’s suppliers may face supply chain risks and constraints of their own, which may impact the availability and pricing of its products.

For example, supply chain challenges related to the COVID-19 pandemic discussed above and the global chip shortages that have impacted companies worldwide both within and outside of ChargePoint’s industry may have adverse effects on its suppliers and, as a result, ChargePoint.

In addition, in fiscal year 2022, ChargePoint became subject to requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) to diligence, disclose and report whether or not its products contain minerals originating from the Democratic Republic of the Congo and adjoining countries, or conflict minerals.

ChargePoint will incur additional costs to comply with these disclosure requirements, including costs related to determining the source of any of the relevant minerals and metals used in ChargePoint’s products.

These requirements could adversely affect the sourcing, availability and pricing of minerals used in the components used in ChargePoint’s products.

It is also possible that ChargePoint’s reputation may be adversely affected if it determines that certain of its products contain minerals not determined to be conflict-free or if it is unable to alter its products, processes or sources of supply to avoid use of such materials.

ChargePoint may also encounter end-customers who require that all of the

components of the products be certified as conflict free.

If ChargePoint is not able to meet this requirement, such end-customers may choose to purchase products from a different company.

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.

ChargePoint 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.

Furthermore, 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 project.

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 and ChargePoint’s overall reputation would be harmed.

Acquisitions or strategic investments could be difficult to identify and integrate, divert the attention of key management personnel, disrupt ChargePoint’s business, dilute stockholder value and adversely affect its results of operations and financial condition.

As part of ChargePoint’s business strategy, ChargePoint has made and continues to consider making acquisitions of, or investments in, businesses, services or technologies that are complementary to its existing business.

For example, on August 11, 2021, ChargePoint acquired ViriCiti, a provider of electrification solutions for eBus and commercial fleets, and on October 6, 2021, ChargePoint acquired has•to•be, an e-mobility and charging software platform.

The process of identifying and consummating acquisitions, investments and the subsequent integration of new assets and businesses into ChargePoint’s own business, requires 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 results.

Acquisitions or investments 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 or investment.

ChargePoint may also incur costs and management time on transactions that are ultimately not completed.

In addition, ChargePoint’s due diligence may fail to identify all of the problems, liabilities or other shortcomings or challenges of an acquired business, product, technology or investment, including issues related to intellectual property, product quality or product architecture, regulatory compliance practices, revenue recognition or other accounting practices or issues with employees or customers.

ChargePoint’s acquisitions or investments may not ultimately strengthen its competitive position or achieve its goals and business strategy;

ChargePoint may be subject to claims or liabilities assumed from an acquired company, product or technology;

acquisitions or investments ChargePoint completes could be viewed negatively by its customers, investors and securities analysts;

and ChargePoint may incur costs and expenses necessary to address an acquired company’s failure to comply with laws and governmental rules and regulations.

Additionally, ChargePoint may be subject to litigation or other claims in connection with the acquired company, including claims from terminated employees, former stockholders or other third parties, which may differ from or be more significant than the risks ChargePoint’s business faces.

An acquired company may also need to implement or improve its controls, procedures and policies, and ChargePoint may face risks associated if any of those controls, procedures or policies are insufficiently effective.

ChargePoint may also face retention or cultural challenges associated with integrating employees from the acquired company into its organization.

If ChargePoint is unsuccessful at integrating acquisitions or investments, in a timely manner, the revenue and operating results of the combined company could be adversely affected.

Any integration process may require significant time and resources, which may disrupt ChargePoint’s ongoing business and divert management’s attention, and ChargePoint may not be able to manage the integration process successfully or in a timely manner.

ChargePoint may not successfully evaluate or utilize the acquired technology or personnel, realize anticipated synergies from the acquisition or investment, or accurately forecast the financial impact of an acquisition or investment transaction or the related integration of such acquisition or investment, including accounting charges and any potential impairment of goodwill and intangible assets recognized in connection with such transaction.

ChargePoint may have to pay cash, incur debt, or issue equity or equity-linked securities to pay for any acquisitions or investments, each of which could adversely affect its financial condition or the market price of its Common Stock.

Furthermore, the sale of equity or issuance of equity-linked debt to finance any such transaction could result in dilution to ChargePoint’s stockholders.

The occurrence of any of these risks could harm ChargePoint’s business, operating results and financial condition.

If 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 personnel.

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

ChargePoint’s future performance also depends on the continued services and continuing contributions of its senior management to execute on its business plan and to identify and

pursue new opportunities and product innovations.

The loss of services of senior management, or the ineffective management of any leadership transitions, especially within ChargePoint’s sales organization, could significantly delay or prevent the achievement of its development and strategic objectives, which could adversely affect its business, financial condition and operating results.

Competition 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.

In addition, job market dynamics have been impacted by the “great resignation,” with a significant number of people leaving the workforce, and future challenges related to ChargePoint’s “return-to-office” plans, hybrid work model or workplace practices could lead to attrition and difficulty attracting high-quality employees.

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.

ChargePoint is expanding operations internationally, particularly in Europe, 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, including its acquisitions of ViriCiti and has•to•be, and to expand primarily research and development teams in Gurgaon, India, Reading, England and Radstadt, Austria.

Managing these expansions requires additional resources and controls, and could subject ChargePoint to risks associated with international operations, including:

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

• conformity with applicable business customs, including translation into foreign languages and associated expenses;

• lack of availability of government incentives and subsidies;

• challenges in arranging, and availability of, financing for customers;

• potential changes to its established business model;

• 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 challenges;

• differing driving habits and transportation modalities in other markets;

• different levels of demand among commercial, fleet and residential customers;

• compliance 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 California Consumer Privacy Act (“CCPA”) and newer state privacy laws in the United States including in Virginia and Colorado, 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;

• compliance with U.S.

and foreign anti-bribery laws including the Foreign Corrupt Practices Act (“FCPA”) and the U.K.

Anti-Bribery Act of 2020 (the “Anti-Bribery Act”);

• conforming products to various international regulatory and safety requirements as well as charging and other electric infrastructures;

• difficulty in establishing, staffing and managing foreign operations;

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

• restrictions on repatriation of earnings;

• compliance 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;

• regional economic and political conditions, including the outbreak of war or other hostilities.

As a result of these risks, ChargePoint’s current expansion efforts and any potential future international expansion efforts may not be successful.

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

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

The management team may not successfully or effectively continue the management of a public company that is subject to significant regulatory oversight and reporting obligations under federal securities laws, particularly in light of the SEC’s increasing focus on former shell companies.

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 ChargePoint.

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.

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 site hosts.

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.

Any failure to attract and retain fleet operators as customers in the future would adversely affect ChargePoint’s business and results of operations.

ChargePoint is highly reliant on its networked charging solution and information technology systems and data, and those of its service providers which may be subject to cyber-attacks, service disruptions or other security incidents, which could result in data breaches, loss or interruption of services, intellectual property theft, claims, litigation, regulatory investigations, significant liability, reputational damage and other adverse consequences.

ChargePoint continues to expand its information technology systems in the form of its networked charging solution, and as its operations grow its internal information technology systems, such as product data management, procurement, inventory management, production planning and execution, sales, service and logistics, financial, tax and regulatory compliance systems.

This includes the implementation of new internally developed systems and the deployment of such systems in the United States and abroad.

While ChargePoint maintains information technology measures designed to protect it against intellectual property theft, data breaches, sabotage and other external or internal cyber-attacks or misappropriation, its systems and those of its service providers are potentially vulnerable to malware, ransomware, viruses, denial-of-service attacks, phishing attacks, social engineering, computer hacking, unauthorized access, exploitation of bugs, defects and vulnerabilities, breakdowns, damage, interruptions, system malfunctions, power outages, terrorism, acts of vandalism, security breaches, security incidents, inadvertent or intentional actions by employees or other third parties, and other cyber-attacks.

To the extent any security incident results in unauthorized access or damage to or acquisition, use, corruption, loss, destruction, alteration or dissemination of ChargePoint data, including intellectual property and personal information, or ChargePoint products, or for it to be believed or reported that any of these occurred, it could disrupt ChargePoint’s business, harm its reputation, compel it to comply with applicable data breach notification laws, subject it to time consuming, distracting and expensive litigation, regulatory investigation and oversight, mandatory corrective action, require it to verify the correctness of database contents, or otherwise subject it to liability under laws, regulations and contractual obligations, including those that protect the privacy and security of personal information.

This could result in increased costs to ChargePoint and result in significant legal and financial exposure and/or reputational harm.

Because ChargePoint also relies on third-party service providers, it cannot guarantee that its service providers’ and component suppliers’ systems have not been breached or that they do not contain exploitable defects, bugs, or vulnerabilities that could result in a security incident, or other disruption to, ChargePoint’s or ChargePoint’s service providers’ or component suppliers’ systems.

ChargePoint’s ability to monitor its service providers’ and component suppliers’ security measures is limited, and, in any event, malicious third parties may be able to circumvent those security measures.

Further, the implementation, maintenance, segregation and improvement of these systems require significant management time, support and cost, and there are inherent risks associated with developing, improving and expanding ChargePoint’s core systems as well as implementing new systems and updating current systems, including disruptions to the related areas of business operation.

These risks may affect ChargePoint’s ability to manage its data and inventory, procure parts or supplies or manufacture, sell, deliver and service products, adequately protect its intellectual property or achieve and maintain compliance with, or realize available benefits under, tax laws and other applicable regulations.

If ChargePoint does not successfully implement, maintain or expand its information technology systems as planned, its operations may be disrupted, its ability to accurately and/or timely report its financial results could be impaired and deficiencies may

arise in its internal control over financial reporting, which may impact its ability to certify its financial results (see also “Risks Related to Legal Matters and Regulations-ChargePoint may face litigation and other risks as a result of the material weakness in its internal control over financial reporting and the restatement of its financial statements,” and “Financial, Tax and Accounting-Related Risks -ChargePoint has identified material weaknesses in its internal control over financial reporting.

Moreover, ChargePoint’s proprietary information, including intellectual property and personal information, could be compromised or misappropriated and its reputation may be adversely affected if these systems or their functionality do not operate as expected and ChargePoint may be required to expend significant resources to make corrections or find alternative sources for performing these functions.

Computer 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.

Computer 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.

Cyber security organizations in many countries have published warnings of increased cybersecurity threats to U.S.

businesses, and external events, like the conflict between Russia and Ukraine, may increase the likelihood of cybersecurity attacks, particularly directed at energy, fueling or infrastructure service providers.

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, subject ChargePoint to substantial fines, penalties, damages and other liabilities under applicable laws and regulations, lead to a loss of protection of its intellectual property or trade secrets and damage its reputation or brand.

Insurance 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.

ChargePoint 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, component supplier and manufacturer disruptions, human or software errors and capacity constraints.

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.

ChargePoint 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 revenue, any of which could adversely affect its business and financial results.

Seasonality may cause fluctuations in ChargePoint’s revenue.

ChargePoint believes there are seasonal factors that may cause ChargePoint to record higher revenue in some quarters compared with others.

A significant share of ChargePoint’s annual revenues are typically generated in the fourth fiscal quarter, which coincides with customers with a December 31 year-end choosing to spend remaining unused portions of their budgets.

ChargePoint’s revenues are typically lower in its fiscal first quarter than its preceding fourth quarter, due to unfavorable weather conditions which result in a decrease in construction activity during the winter months, periods of wet weather and times when other weather and climate conditions would impair construction activity.

While ChargePoint believes it has visibility into the seasonality of its business, various factors, including difficult weather conditions (such as flooding, hurricanes, prolonged rain or periods of unseasonably cold or snowstorms) in any quarter, may materially and adversely affect its business, financial condition and results of operations.

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

ChargePoint 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 inventories, and cause it to incur

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

The insurance ChargePoint maintains against fires, earthquakes and other natural disasters may not be adequate to cover losses in any particular case.

In 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.

Risks Related to the EV Market

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 energy independence, 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.

The market 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;

• volatility in the cost of oil and gasoline, including as a result of trade restrictions;

• concerns regarding the stability of the electrical grid;

• the 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;

• increases in fuel efficiency;

• government regulations and economic incentives, including adverse changes in, or expiration of, favorable tax incentives related to EVs, EV charging stations or decarbonization generally;

• relaxation of government mandates or quotas regarding the sale of EVs;

• concerns about the future viability of EV manufacturers.

In 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.

Demand 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.

Further, the automotive industry in general and EV manufacturing have experienced substantial supply chain interruption due to COVID-19 and a worldwide semiconductor shortage adversely impacting the automotive industry in 2020 and 2021, resulting in reduced EV production schedules and sales.

Volatility in demand or delays in EV production due to global supply chain constraints 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.

The 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 credits.

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.

For example, the Infrastructure Investment and Jobs Act signed into law on November 15, 2021 would provide additional funding for EVs and EV charging infrastructure through the creation of new programs and grants and the expansion of existing programs, including $7.5 billion for EV charging along highway corridors.

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 benefited from the availability of federal tax credits to purchasers under Section 30C of the Code 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 were allowed to expire by Congress on December 31, 2021, and there can be no assurance that the credits under Section 30C of the Code will be extended or made retroactively effective under any other clean energy bill or incentive.

Any other reduction in rebates, tax credits or other financial incentives for EV charging stations could materially reduce the demand for EVs and ChargePoint’s solutions and, as a result, may adversely impact ChargePoint’s business and expansion potential.

ChargePoint 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.

In years prior to fiscal year 2021, ChargePoint has derived a slight majority of its other revenue from regulatory credits.

However, revenue from this source as a percentage of other and total revenue has declined in recent quarters and it may continue to decline 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 2035.

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.

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.

Changes 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.

As 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.

If fuel 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.

In 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 a 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 be EVs, or may adopt rules to eliminate, modify or reduce penalties or incentives to maintain minimum fuel economy standards.

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

If any of 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.

The EV charging market is characterized by rapid technological changes often due to technical improvements, regulatory requirements and customer requirements, 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.

Continuing 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 improve as the product becomes more mature with a more efficient manufacturing process.

As EV technologies change or governmental regulations impose new requirements on EV charging technology, 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, or comply with new governmental regulations, 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 or non-compliant with governmental regulations more quickly than expected.

ChargePoint cannot guarantee that any new

products will be released in a timely manner, or at all, or achieve market acceptance.

Delays in 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.

Finally, new or changing state or federal regulations may result in delays related to the development of new products or modifications to existing products in order to come into compliance and any such delays may result in customer’s selecting alternative providers or result in delays related to ChargePoint’s ability to install, sell or distribute its charging station technology.

If ChargePoint is unable to devote adequate resources to develop products or cannot otherwise successfully develop products or services that meet customer and regulatory requirements on a timely basis or that remain competitive with technological alternatives, its products and services could lose market share, its revenue may decline, it may experience higher operating losses and its business and prospects may be adversely affected.

Certain statements ChargePoint makes about estimates of market opportunity and forecasts of market growth may prove to be inaccurate.

From time to time, ChargePoint makes statements with estimates of the addressable market for ChargePoint’s solutions and the EV market in general.

Market opportunity estimates and growth forecasts, whether obtained from third-party sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate.

This is especially so at the present time due to the uncertain and rapidly changing projections of the severity, magnitude and duration of the ongoing COVID-19 pandemic, worldwide supply chain disruptions and market and geopolitical volatility.

The estimates and forecasts relating to the size and expected growth of the target EV market, market demand and adoption, capacity to address this demand and pricing may also prove to be inaccurate.

In particular, estimates regarding the current and projected EV market opportunity are difficult to predict.

The estimated addressable EV market may not materialize for many years, if ever, and even if the markets meet the size estimates and growth forecasts, ChargePoint’s business could fail to grow at similar rates.

Risks Related to ChargePoint’s Technology, Intellectual Property and Infrastructure

ChargePoint 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 $145.0 million, $75.0 million, and $69.5 million during the fiscal years ended January 31, 2022, 2021 and 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.

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

From 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, misappropriation or other violation 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, misappropriated or otherwise violated 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 branding.

In addition, to the extent that ChargePoint’s customers and business partners become the subject of any allegation or claim regarding the infringement, misappropriation or other violation 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 affected.

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 obtain, maintain, enforce and protect its core technology and intellectual property.

To 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.

Despite ChargePoint’s efforts to obtain, maintain, enforce and protect intellectual property rights, there can be no assurance that these steps will be available in all cases or will

be adequate to prevent ChargePoint’s competitors or other third-parties from copying, reverse engineering, or otherwise obtaining and using its technology or products or seeking court declarations that they do not infringe, misappropriate or otherwise violate its intellectual property.

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.

The measures ChargePoint takes to protect its technology intellectual property from unauthorized use by others may not be effective for various reasons, including the following:

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

• the scope of issued patents may not be broad enough to protect its inventions and proprietary rights;

• any issued patents may be challenged by competitors and/or invalidated by courts or governmental authorities;

• ChargePoint may not be the first inventor of the subject matter to which it has filed a particular patent application, and it may not be the first party to file such a patent application;

• Patents have a finite term, and competitors and other third-parties may offer identical or similar products after the expiration of ChargePoint’s patents that cover such products;

• the costs associated with enforcing patents, confidentiality and invention agreements or other intellectual property rights may make aggressive enforcement impracticable;

• current 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;

• ChargePoint’s employees, contractors or business partners may breach their confidentiality, non-disclosure, and non-use obligations;

• 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.

Patent, 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.

Certain 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.

It is ChargePoint’s policy to enter into confidentiality and invention assignment agreements with its employees and contractors that have developed material intellectual property for ChargePoint, but these agreements may not be self-executing and may not otherwise adequately protect ChargePoint’s intellectual property, particularly with respect to conflicts of ownership relating to work product generated by employees and contractors.

Furthermore, ChargePoint cannot be certain that these agreements will not be breached, and that third-parties will not gain access to its trade secrets, know-how and other proprietary technology.

Third-parties may also independently develop the same or substantially similar proprietary technology.

Monitoring unauthorized use of ChargePoint’s intellectual property is difficult and costly, as are the steps ChargePoint has taken or will take to prevent misappropriation.

To prevent unauthorized use of ChargePoint’s intellectual property, it may be necessary to prosecute actions for infringement, misappropriation or other violation of ChargePoint’s intellectual property against third-parties.

Any such action could result in significant costs and diversion of ChargePoint’s resources and management’s attention, and there can be no assurance that ChargePoint will be successful in any such action.

Furthermore, many of ChargePoint’s current and potential competitors have the ability to dedicate substantially greater resources to enforce their intellectual property rights than ChargePoint does.

Accordingly, despite its efforts, ChargePoint may not be able to prevent third-parties from infringing, misappropriating or otherwise violating its intellectual property.

Any of the foregoing may adversely affect ChargePoint’s revenues or results of operations.

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

Lack 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.

In 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.

Further, 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 and adverse effect on its revenue 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.

ChargePoint 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.

Across 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.

Furthermore, 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.

Any 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;

• loss of existing or potential customers or partners;

• interruptions or delays in sales;

• delayed or lost revenue;

• delay or failure to attain market acceptance;

• delay in the development or release of new functionality or improvements;

• negative publicity and reputational harm;

• sales credits or refunds;

• exposure of confidential or proprietary information;

• diversion of development and customer service resources;

• breach of warranty claims;

• legal claims under applicable laws, rules and regulations;

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

Although 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, resellers, 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.

Some of ChargePoint’s products contain open-source software, which may pose particular risks to its proprietary software, products and services in a manner that could harm its business.

ChargePoint uses open-source software in its products and anticipates using open-source software in the future.

Some open-source software licenses require those who distribute open-source software as part of their own software product to publicly disclose all or part of the source code to such software product or to make available any derivative works of the open-source code on unfavorable terms or at no cost, and ChargePoint may be subject to such terms.

The terms of many open-source licenses have not been interpreted by U.S.

or foreign courts, and there is a risk that open source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on ChargePoint’s ability to provide or distribute ChargePoint’s products or services.

In 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 a limitation of ChargePoint’s use of such software or libraries.

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.

ChargePoint could face claims from third-parties claiming ownership of, or demanding release of, the open-source software or derivative works that ChargePoint developed using such software, which could include ChargePoint’s proprietary source code, or otherwise seeking to enforce the terms of the applicable open-source license.

These claims could result in litigation and could require ChargePoint to make its software source code freely available, purchase a costly license or cease offering the implicated products or services unless and until ChargePoint can re-engineer them to avoid infringement, which may be a costly and time-consuming process, and ChargePoint may not be able to complete the re-engineering process successfully.

Additionally, the use of certain open-source software can lead to greater risks than use of third-party commercial software, as open-source licensors generally do not provide warranties or controls on the origin of software.

There is typically no support available for open-source software, and ChargePoint cannot ensure that the authors of such open-source software will implement or push updates to address security risks or will not abandon further development and maintenance.

Many of the risks associated with the use of open-source software, such as the lack of warranties or assurances of title or performance, cannot be eliminated, and could, if not properly addressed, have an adverse effect on ChargePoint’s business and results.

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.

ChargePoint 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 Technology 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, Inc.

(“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.

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.

Any 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.

Customer-Related Risks

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

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

ChargePoint 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’s ability to maintain customer satisfaction depends in part on the quality of ChargePoint’s customer support.

Failure to maintain high-quality customer support could adversely affect ChargePoint’s reputation, business, results of operation, and financial condition.

ChargePoint believes that the successful use of its EV charging stations and Cloud Services requires a high level of support and engagement for many of its customers, particularly its fleet and commercial customers.

In order to deliver appropriate customer support and engagement, ChargePoint must successfully assist its customers in deploying and continuing to use ChargePoint’s Cloud Services tools and EV charging stations, resolving performance issues, addressing interoperability challenges with a customers’ existing information technology or fuel management platforms, responding to EV charging station component failures or replacement parts, as well as charging station performance and reliability issues that may arise from time to time.

ChargePoint provides support to its commercial, fleet and residential EV charging station owners and operators.

Such support services are generally provided under its Assure warranty program, including proactive charging station monitoring, guaranteed service response times and labor and parts warranties.

ChargePoint further provides support for EV drivers connecting to and utilizing ChargePoint’s Cloud Services and its network of EV charging stations, including customer support services and mobile services.

ChargePoint’s support organization faces additional challenges associated with its international operations, including those associated with delivering support, training, and documentation in languages other than English.

Failure to maintain high-quality customer support could adversely affect ChargePoint’s reputation, business, results of operations, and financial condition.

In addition to providing direct customer support, ChargePoint also relies on channel partners in order to provide frontline support to some of its customers, including with respect to commissioning, maintenance, component part replacements and repairs of charging stations.

If ChargePoint’s channel partners do not provide support to the satisfaction of ChargePoint’s customers, ChargePoint may be required to hire additional personnel and to invest in additional resources in order to provide an adequate level of support, generally at a higher cost than that associated with its channel partners, which may increase ChargePoint’s costs and expenses and adversely affect ChargePoint’s gross margins.

There can be no assurance that ChargePoint will be able to hire sufficient support personnel as and when needed.

To the extent that ChargePoint is unsuccessful in hiring, training, and retaining adequate support personnel, its ability to provide high-quality and timely support to its customers will be negatively impacted and its customers’ satisfaction with its Cloud Services and EV charging stations could be adversely affected.

Any failure to maintain high-quality customer support, or a market perception that ChargePoint does not maintain high-quality customer support, could adversely affect ChargePoint’s reputation, business, results of operations, and financial condition, particularly with respect to its fleet customers (see also “Risks Related to ChargePoint’s Business - Supply chain disruptions, manufacturing interruptions or delays, or the failure to accurately forecast customer demand, could adversely affect ChargePoint’s ability to meet customer demand, lead to higher costs, and adversely affect ChargePoint’s business and results of operations.

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.

In 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.

If 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.

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

ChargePoint 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.

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.

Financial, 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 its 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.

In 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:

• the timing and volume of new sales;

• fluctuations in service costs, particularly due to unexpected costs of servicing and maintaining charging stations;

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

• the introduction of new products by competitors, changes in pricing or other factors impacting competition;

• weaker 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;

• supply chain interruptions, volatility in raw material prices and manufacturing or delivery delays;

• the timing and availability of new products relative to customers’ and investors’ expectations;

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

• the impact of the ongoing COVID-19 pandemic 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.

Fluctuations 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.

Changes to applicable U.S.

tax laws and regulations or exposure to additional income tax liabilities could affect ChargePoint’s business and future profitability.

ChargePoint is a U.S.

1 unchanged sentence

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.

Moreover, the majority of ChargePoint’s operations and customers are located in the United States, and as a result, 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.

laws and policy relating to taxes may have an adverse effect on 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.

tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to ChargePoint.

For example, on December 22, 2017, the Tax Cuts and Jobs Act of 2017 (“Tax Act”), was signed into law making significant changes to the Code, and certain provisions of the Tax Act may adversely affect 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,

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.

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 Internal Revenue Service (“IRS”), any of which could mitigate or increase certain adverse effects of the legislation.

In addition, the Tax Act may impact taxation in other jurisdictions, including with respect to state income taxes as state legislatures respond to the Tax Act.

Additionally, other foreign governing bodies have and may enact changes to their tax laws in

reaction to the Tax Act that could result in changes to ChargePoint’s global tax position and materially adversely affect its business and future profitability.

As a result of ChargePoint’s plans to expand operations, including to jurisdictions in which the tax laws may not be favorable, ChargePoint’s tax rate may fluctuate, ChargePoint’s tax obligations may become significantly more complex and subject to greater risk of examination by taxing authorities or ChargePoint may be subject to future changes in tax law, the impacts of which could adversely affect ChargePoint’s after-tax profitability and financial results.

Because ChargePoint does not have a long history of operating at its present scale and it has significant expansion plans, 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 U.S.

generally accepted accounting principles (“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 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) ChargePoint’s operating results before taxes.

Additionally, ChargePoint’s operations are 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.

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 ChargePoint’s tax liabilities, (b) changes in the valuation of 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 ChargePoint’s earnings subject to tax in the various jurisdictions in which ChargePoint operates or has subsidiaries, (f) the potential expansion of ChargePoint’s business into or otherwise becoming subject to tax in additional jurisdictions, (g) changes to ChargePoint’s existing intercompany structure (and any costs related thereto) and business operations, (h) the extent of ChargePoint’s intercompany transactions and the extent to which taxing authorities in the relevant jurisdictions respect those intercompany transactions and (i) ChargePoint’s ability to structure ChargePoint’s operations in an efficient and competitive manner.

Due to the complexity of multinational tax obligations and filings, 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.

Outcomes from these audits or examinations could have an adverse effect on 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

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 Base Erosion and Profit Shifting 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 ChargePoint’s taxation, especially as ChargePoint expands its relationships and operations internationally.

The ability of ChargePoint to utilize net operating loss and tax credit carryforwards is conditioned upon ChargePoint attaining profitability and generating taxable income.

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

Additionally, ChargePoint’s ability to utilize net operating loss and tax credit carryforwards to offset future taxable income may be limited.

As of January 31, 2022, ChargePoint had $737.8 million of U.S.

federal and $312.6 million of California net operating loss carryforwards available to reduce future taxable income, of which $549.0 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.

In addition, ChargePoint had net operating loss carryforwards for other states of $270.9 million, which begin to expire in 2023.

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.

It is possible that 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” will occur if there is a cumulative change in ownership by “5% stockholders” that exceeds 50 percentage points over a rolling three-year period.

ChargePoint has experienced ownership changes since its incorporation and is already 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, changes in the ownership during its fiscal year ending January 31, 2022 and future changes in ChargePoint’s stock ownership, which are outside of ChargePoint’s control, may trigger further ownership changes.

Similar provisions of state tax law may also apply to limit

ChargePoint’s use of accumulated state tax attributes.

As a result, even if 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 ChargePoint.

ChargePoint performed an analysis to assess whether an “ownership change,” as defined by Section 382 of the Code, has occurred from its inception through January 31, 2021.

Based on this analysis, ChargePoint has experienced “ownership changes,” limiting the utilization of the net operating loss carryforwards or research and development tax credit carryforwards under Section 382 of the Code 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 applying additional adjustments, as required.

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 Merger during fiscal year 2022 may constitute an ownership change under Sections 382 and 383 of the Code and ChargePoint expects to complete a Section 382 analysis for changes during this period during its fiscal year ending January 31, 2023.

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

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.

The ability of ChargePoint to utilize ChargePoint’s net operating losses or credits is conditioned upon 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.

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 Code.

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 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 incurs 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 faces increased legal, accounting, administrative and other costs and expenses as a public company that it did not incur as a private company.

Sarbanes-Oxley, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Act and the rules and regulations promulgated and to be promulgated thereunder, the Public Company Accounting Oversight Board and the securities exchanges, impose additional reporting and other obligations on public companies.

Compliance with public company requirements increases 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, such as the material weakness as described in this Annual Report and the restatement of ChargePoint’s previously issued consolidated financial statements and related material weakness as described in this Risk Factors section, ChargePoint may be subject to additional costs and expenses to come into compliance (see also “Financial, Tax and Accounting-Related Risks —ChargePoint 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,” and “Risks Related to Legal Matters and Regulations—ChargePoint may face litigation and other risks as a result of the material weakness in its internal control over financial reporting and the restatement of its financial statements,” for more detail).

ChargePoint has incurred and could incur additional costs to rectify those or new issues, and the existence of these issues could adversely affect its reputation or investor perceptions.

In addition, as a public company, ChargePoint maintains director and officer liability insurance, for which it must pay substantial 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.

ChargePoint has identified material weaknesses in its internal control over financial reporting.

As a public company, ChargePoint is required to provide management’s attestation on internal controls pursuant to Section 404 of Sarbanes-Oxley.

The standards required for a public company under Section 404(a) and Section 404(b) of Sarbanes-Oxley are significantly more stringent than those previously required of ChargePoint as a privately-held company.

Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements of Section 404(a) and/or Section 404(b) of Sarbanes-Oxley.

If ChargePoint is not able to implement these additional requirements 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.

In connection with the preparation and audit of ChargePoint’s consolidated financial statements, material weaknesses were identified in its internal control over financial reporting as of January 31, 2022.

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.

ChargePoint did not design and 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 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 accounting for complex features associated with warrants, segregation of duties and adequate controls related to the preparation and review of journal entries.;

• ChargePoint did not design and maintain effective controls related to the valuation of acquired intangible assets, specifically controls over the review of the inputs and assumptions used in the valuation of the acquired assets.

The material weakness related to formal accounting policies, procedures and controls resulted in adjustments to several accounts and disclosures related to the Legacy ChargePoint consolidated financial statements for the years ended January 31, 2021, 2020 and 2019.

The material weakness related to the accounting for complex features associated with warrants resulted in the restatement of the previously issued financial statements of the entity acquired as part of the Merger Agreement related to warrant liabilities and equity.

The material weakness related to the valuation of acquired intangible assets resulted in material adjustments to customer relationships and goodwill and related disclosures to ChargePoint’s consolidated financial statements for the year ended January 31, 2022.

These material weaknesses could result in a material misstatement of substantially all of ChargePoint’s accounts or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

In addition, 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 IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately, (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 and (c) testing and approval controls for program development to ensure that new software development is aligned with business and IT requirements.

The IT deficiencies did not result in a any misstatements 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.

Accordingly, ChargePoint management has determined these deficiencies in the aggregate constitute a material weakness.

ChargePoint has continued implementation of a plan to remediate these material weaknesses.

These remediation measures are ongoing and include the following:

• hiring additional finance and accounting personnel to bolster the accounting capabilities and capacity and to establish and maintain internal control over financial reporting;

• designing and implementing controls to formalize roles and review responsibilities to align with the staff’s skills and experience and designing and implementing controls over segregation of duties;

• providing ongoing training for personnel on accounting, financial reporting and internal control over financial reporting;

• designing and implementing controls to review the accounting for complex features associated with warrants;

• designing and implementing controls to review the inputs and assumptions used in the valuation of the acquired assets;

• engaging an external advisor to assist with evaluating and documenting the design and operating effectiveness of internal control over financial reporting and assist with the remediation of deficiencies, as necessary;

• designing and implementing controls over the preparation and review of journal entries and account reconciliations, including controls over the segregation of duties;

• designing and implementing IT general controls, including controls over program change management, the provisioning and monitoring of user access rights and privileges and program development processes and procedures.

ChargePoint’s remediation efforts could continue beyond the fiscal year ending January 31, 2023.

At this time, ChargePoint cannot provide an estimate of costs expected to be incurred in connection with implementing this remediation plan;

however, these remediation measures will be time consuming, will result in it incurring significant costs, and will place significant demands on its financial and operational resources.

In order to maintain and improve the effectiveness of its internal control over financial reporting, ChargePoint has expended, and anticipates it will continue to expend, significant resources, including accounting-related costs and significant management oversight.

such time, 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 and could cause a decline in the price of ChargePoint’s Common Stock.

Risks Related to Legal Matters and Regulations

Privacy concerns and laws, or other domestic or foreign regulations, may adversely affect ChargePoint’s business.

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

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

Accordingly, ChargePoint may be subject to or affected by a number of federal, state, local and international laws and regulations, as well as contractual obligations and industry standards, that impose certain obligations and restrictions with respect to data privacy and security and govern its collection, storage, retention, protection, use, processing, transmission, sharing and disclosure of personal information including that of ChargePoint’s employees, customers and other third-parties with whom ChargePoint conducts business.

National and local governments and agencies in the countries in which ChargePoint operates and in which its 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, storage, disclosure, security and other processing of individuals’ information 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 it closes 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’ data, it may 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.

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.

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 CCPA and the California State Attorney General has begun enforcement actions.

Although ChargePoint initiated a compliance program designed to ensure CCPA compliance after consulting with outside privacy counsel, ChargePoint may remain exposed to ongoing legal risks and compliance costs related to CCPA and the new California Privacy Rights Act (“CPRA”), which will become effective in most material respects starting on January 1, 2023.

The 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.

The EU and the United States agreed in 2016 to the EU-US Privacy Shield Framework, which provided one mechanism for lawful cross-border transfers of personal data between the EU and the United States.

However, the Court of Justice of the EU issued a decision on July 16, 2020 invalidating the EU-US Privacy Shield Framework, thereby creating additional legal risk for ChargePoint.

In addition, the other bases on which ChargePoint and its customers rely for the transfer of personal data across national borders is pursuant to standard contractual clauses to legitimize the transfer of personal data to the U.S.

and other third countries in compliance with the GDPR.

Notably, on June 4, 2021, the European Commission published revised standard contractual clauses, which imposed additional requirements on companies that utilize this method to legitimize transfers of personal data to the U.S.

and other third countries.

There are a number of legal uncertainties regarding the application of the revised standard contractual clauses and ChargePoint will continue to face uncertainty as regulatory guidance is developed in this area as to whether ChargePoint’s efforts to comply with its obligations under European privacy laws will be sufficient.

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.

In 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 companies.

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.

Failure 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.

ChargePoint 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.

Travel Act, the USA PATRIOT Act, the Anti-Bribery Act and possibly other anti-bribery and anti-money laundering laws in countries in which it conducts activities.

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 ChargePoint’s reputation, business, operating results and prospects.

In addition, ensuring compliance may be costly and time-consuming and responding to any enforcement action may result in a significant diversion of management’s attention and resources, significant defense costs and other professional fees.

Failure to comply with laws relating to employment could subject ChargePoint to penalties and other adverse consequences.

ChargePoint 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 U.S.

federal or state wage laws, or wage laws applicable to its employees outside of the United States.

For example, 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 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.

Existing 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.

ChargePoint 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 ChargePoint’s 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.

Further, 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 (“CERCLA”), 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 ChargePoint’s business, which may result in increased costs for compliance with environmental laws and regulations.

ChargePoint may face litigation and other risks as a result of the material weakness in its internal control over financial reporting and the restatement of its financial statements.

Following the issuance of the SEC’s Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies on April 12, 2021, the audit committee of ChargePoint’s Board of Directors (the “Board”), after considering the recommendations of management, determined that it was appropriate to restate ChargePoint’s previously filed financial statements for certain periods of non-reliance.

As part of this restatement, ChargePoint identified a material weakness in its internal control over financial reporting.

As a result of such material weakness, such restatement, the change in accounting for ChargePoint’s previously outstanding publicly-traded warrants (the “Public Warrants”) and private placement warrants issued to NGP Switchback, LLC, the sponsor of Switchback (“ Private Placement Warrants”), and other matters raised or that may in the future be raised by the SEC, ChargePoint faces

potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatement and material weaknesses in its internal control over financial reporting and the preparation of its financial statements.

As of the date of this Annual Report, ChargePoint has no knowledge of any such litigation or dispute.

However, ChargePoint can provide no assurance that such litigation or dispute will not arise in the future.

Any such litigation or dispute, whether successful or not, could have a material adverse effect on its business, results of operations and financial condition.

As of the date of this Annual Report, no Public Warrants and no Private Placement Warrants remained outstanding.

Risks Related to Ownership of ChargePoint’s Securities

Future sales of ChargePoint’s Common Stock in the public market, or the perception that such sales may occur, could reduce ChargePoint’s stock price, and any additional capital raised through the sale of equity or convertible securities may dilute existing stockholder’s ownership.

ChargePoint may raise additional capital through the issuance of equity or debt securities in the future.

In that event, the ownership of existing ChargePoint stockholders would be diluted and the value of the stockholders' equity in Common Stock could be reduced.

If ChargePoint raised more equity capital from the sale of Common Stock, institutional or other investors may negotiate terms more favorable than the current prices of ChargePoint’s Common Stock.

If ChargePoint issues debt securities, the holders of the debt would have a claim to ChargePoint assets that would be prior to the rights of stockholders until the debt is repaid.

Interest on these debt securities would increase costs and could negatively impact operating results.

In accordance with Delaware law and the provisions of ChargePoint’s Second Amended and Restated Certificate of Incorporation (the “Second A&R Charter”) ChargePoint may issue preferred stock that ranks senior in right of dividends, liquidation or voting to its Common Stock.

The issuance by ChargePoint of such preferred stock may (a) reduce or eliminate the amount of cash available for payment of dividends to other holders of ChargePoint Common Stock, (b) diminish the relative voting strength of the total shares of Common Stock outstanding as a class, or (c) subordinate the claims of ChargePoint holders of Common Stock to ChargePoint assets in the event of a liquidation.

ChargePoint cannot predict the size of future issuances of its Common Stock or securities convertible into Common Stock or the effect, if any, that future issuances and sales of shares of its Common Stock will have on the market price of its Common Stock.

Sales of substantial amounts of ChargePoint Common Stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of ChargePoint Common Stock.

Concentration of ownership among ChargePoint’s existing executive officers, directors and their affiliates may prevent new investors from influencing significant corporate decisions.

As of January 31, 2022, ChargePoint’s directors, executive officers and their affiliates in the aggregate beneficially own approximately 25.4% of the outstanding Common Stock.

As a result, these stockholders are 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.

ChargePoint has never paid cash dividends on its capital stock and does not anticipate paying dividends in the foreseeable future.

ChargePoint has never paid cash dividends on its capital stock and currently intends to retain any future earnings to fund the growth of its business.

Any determination to pay dividends in the future will be at the discretion of the Board 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 Common Stock will be the sole source of gain for the foreseeable future.

The price of ChargePoint’s Common Stock may be subject to wide fluctuations.

The trading price of ChargePoint’s Common Stock will be volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond 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.

• actual or anticipated fluctuations in operating results;

• failure to meet or exceed financial estimates and projections of the investment community or that ChargePoint provides to the public;

• issuance 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;

• changes in competitive factors;

• operating and share price performance of other companies in the industry or related markets;

• sales of shares of ChargePoint’s Common Stock into the market pursuant to the exercise of registration rights;

• the timing and magnitude of investments in the growth of the business;

• actual or anticipated changes in laws and regulations, including U.S.

monetary policy;

• additions or departures of key management or other personnel;

• increased labor costs;

• disputes or other developments related to intellectual property or other proprietary rights, including litigation;

• the ability to market new and enhanced solutions on a timely basis;

• sales of substantial amounts of the Common Stock by the members of the Board, executive officers or significant stockholders or the perception that such sales could occur;

• changes in capital structure, including future issuances of securities or the incurrence of debt;

• general economic, political and market conditions, including those resulting from the ongoing conflict between Russia and Ukraine and increased trade restrictions by governmental and private entities.

In addition, the stock market in general, and the stock prices of technology companies in particular, have experienced extreme price and volume fluctuations.

Broad market and industry factors likely have and may continue to seriously affect the market price of ChargePoint’s 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.

The coverage of ChargePoint’s business or its securities by securities or industry analysts or the absence thereof could adversely affect the trading price and volume of ChargePoint’s Common Stock and other securities.

The trading market for ChargePoint’s securities is influenced in part by the research and other reports that industry or securities analysts publish about ChargePoint or its business or industry from time to time.

ChargePoint does not control these analysts or the content and opinions included in their reports.

If no or few analysts continue equity research coverage of ChargePoint, the trading price and volume of ChargePoint’s securities would likely be negatively impacted.

If analysts do cover ChargePoint and one or more of them downgrade its securities, or if they issue other unfavorable commentary about ChargePoint or its industry or inaccurate research, the trading price of ChargePoint’s Common Stock and other securities would likely decline.

Furthermore, if one or more of these analysts cease coverage or fail to regularly publish reports on ChargePoint, it could lose visibility in the financial markets.

Any of the foregoing would likely cause the trading price and volume of ChargePoint’s Common Stock and other securities to decline.

Anti-takeover provisions contained in ChargePoint’s governing documents and applicable laws could impair a takeover attempt.

ChargePoint’s Second A&R Charter and Amended and Restated Bylaws (the “A&R Bylaws”) afford certain rights and powers to the Board that could contribute to the delay or prevention of an acquisition that it deems undesirable.

ChargePoint is also subject to Section 203 of the DGCL and other provisions of Delaware law that limit the ability of stockholders in certain situations to effect certain mergers.

Any of the 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 Common Stock and could also affect the price that some investors are willing to pay for the Common Stock.

ChargePoint’s Second A&R Charter provides, 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 ChargePoint or its directors, officers, employees or stockholders.

The Second A&R Charter requires, to the fullest extent permitted by law, that derivative actions brought on behalf of ChargePoint, actions against current or former directors, officers, stockholders or, subject to certain exceptions, employees for breach of fiduciary duty and certain other 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 or holding any interest in shares of capital stock of ChargePoint shall be deemed to have notice of and consented to the forum provisions in the certificate of incorporation.

In addition, the Second A&R Charter and A&R Bylaws provide that, unless ChargePoint consents in writing to another forum, the federal district courts of the United States shall, to the fullest extent of the law, be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act or the Exchange Act.

In 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 (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

in or to any monies held in the Trust Account for the benefit of our public stockholders, such parties may not execute such agreements,

or even if they execute such agreements, they may not be prevented from bringing claims against the Trust Account, including,

but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging

the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including

the funds held in the Trust Account.

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,

or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for

Upon redemption of our public shares, if we are unable to complete our Business Combination within the prescribed

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 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 (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.

we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification

obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary

duties may choose not to do so in any particular instance.

If our independent directors choose not to enforce these indemnification

obligations, the amount of funds in the Trust Account available for distribution to our public stockholders may be reduced below

$10.00 per share.

may not have sufficient funds to satisfy indemnification claims of our directors and officers.

have agreed to indemnify our officers and directors to the fullest extent permitted by law.

However, our officers and directors

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

bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members

of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members

of our board of directors and us to claims of punitive damages.

after we distribute the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary

bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under

applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer”

or a “fraudulent conveyance.”

As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders.

In addition, our board

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

bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over

the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with

our liquidation may be reduced.

before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary

bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable

bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the

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.

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 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

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.

In addition, such redemption may occur at a time when the warrants are “out-of-the-money,”

in which case you would lose any potential embedded value from a subsequent increase in the value of the Class A common stock

had your warrants remained outstanding.

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.

Pursuant to the warrant agreement, no fractional warrants will be issued upon separation

of the units, and only whole warrants will trade.

This is different from other blank check companies similar to ours whose units

include one share of common stock and one warrant to purchase one whole share.

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.

Nevertheless, this

unit structure may cause our units to be worth less than if they included a warrant to purchase one whole share.

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 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.

ChargePoint intends to enforce this provision, but it does not know whether courts in other jurisdictions will agree with this decision or enforce it.

This 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 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 Second A&R Charter to be

inapplicable or unenforceable in an action, ChargePoint may incur additional costs associated with resolving such action in other jurisdictions, which could harm its business, operating results and financial condition.

Sales, or the perception of future sales, of a substantial number of shares of Common Stock by ChargePoint’s existing stockholders could cause the price of the Common Stock to decline.

Sales of a substantial number of shares of ChargePoint’s 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 ChargePoint’s Common Stock.

For instance, in connection with the closing of the Merger, ChargePoint and the holders of registration rights in Switchback and Legacy ChargePoint entered into an amended and restated Registration Rights Agreement (the “A&R Registration Rights Agreement” and such holders the “Registration Rights Holders”).

In certain circumstances, the Registration Rights Holders can demand certain underwritten offerings and will be entitled to customary piggyback registration rights.

Also, in connection with the consummation of the acquisition of has•to•be gmbh, ChargePoint entered into a registration rights agreement with the former shareholders of HTB providing for the filing of a resale registration statement as more completely described below.

ChargePoint has in the past, and may in the future, file registration statements as a result of such registration rights.

For example, on July 12, 2021, ChargePoint filed a resale registration statement on Form S-1 (No.

333-257855) that relates to the offer and sale from time to time by the selling security holders named in that prospectus of up to 12,000,000 shares of ChargePoint’s Common Stock (the “Secondary Offering”).

ChargePoint’s directors, executive officers and certain stockholders entered into lock-up agreements with the representatives of the several underwriters, in connection with the Secondary Offering, which expired on September 28, 2021.

Further, on October 14, 2021, ChargePoint filed a resale registration statement on Form S-1 (No.

333-260247) that was declared effective by the SEC that relates to the offer and sale from time to time by the selling security holders named in that prospectus of up to 5,695,176 shares of ChargePoint’s Common Stock in connection with the consummation of ChargePoint’s acquisition of has•to•be gmbh.

As of July 9, 2021, 224,656,707 shares of ChargePoint’s Common Stock or 69.9% of all outstanding shares of its Common Stock were prohibited or otherwise restricted from being sold in the public market under securities laws or lock-up agreements entered into in connection with the Merger or the Secondary Offering.

As of October 31, 2021, the lock-up restrictions applicable to the Merger and Secondary Offering had lapsed and no shares of ChargePoint’s Common Stock were prohibited or otherwise restricted from being sold in the public market under lock-up agreements.

Shares issued upon the exercise of stock options outstanding under ChargePoint’s equity incentive plans or pursuant to future awards granted under those plans will become available for sale in the public market to the extent permitted by the provisions of applicable vesting schedules, any applicable market standoff, a registration statement on Form S-8 and Rule 144 and Rule 701 under the Securities Act.

Warrants are exercisable for ChargePoint’s Common Stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to ChargePoint’s stockholders.

As of January 31, 2022, the warrants to purchase Legacy ChargePoint common stock (the “Legacy Warrants”) were exercisable for 35,538,589 shares of Common Stock.

Any shares of ChargePoint’s Common Stock issued upon exercise of Legacy Warrants will result in dilution to the then existing holders of Common Stock and increase the number of shares eligible for resale in the public market.

Sales of substantial numbers of such shares in the public market could adversely affect the market price of ChargePoint’s Common Stock.

The Private Placement Warrants are accounted for as a warrant liability and recorded at fair value with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of ChargePoint’s Common Stock.

GAAP, ChargePoint is required to evaluate the Private Placement Warrants to determine whether they should be accounted for as a warrant liability or as equity.

As of the date of this Annual Report, no Public Warrants or Private Placement Warrants remained outstanding, however for its accounting for periods ending January 31, 2022, ChargePoint has concluded that the Private Placement Warrants contain provisions requiring liability classification.

Therefore, ChargePoint is accounting for the Private Placement Warrants as a warrant liability at fair value upon issuance through the exercise and redemption of the last Private Placement Warrants in February 2022 and recorded changes in fair value as of the end of each reporting period.

Unresolved Staff Comments.

executive offices are located at 5949 Sherry Lane, Suite 1010, Dallas, TX 75225.

The cost for our use of this space is included

in the $10,000 per month fee we pay to our Sponsor for office space, utilities, secretarial support and administrative services.

We consider our current office space adequate for our current operations.

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