What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-04-04 compared with 2021-02-10 · 27 added, 274 removed, 0 unchanged (100% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Units began trading on the NYSE under the symbol “SBE.U”

on July 26, 2019.

Commencing on September 16, 2019, holders

of the Units could elect to separately trade the shares of Class A common stock and Warrants included in the Units.

of Class A common stock and Warrants that are separated trade on the NYSE under the symbols “SBE”

and “SBE WS,”

respectively.

Those Units not separated continue to trade on the NYSE under the symbol “SBE.U.”

February 3, 2021, there were two holders of record of our Units, one holder of record of our Class A common stock, four holders

of record of our Class B common stock, one holder of record of our Warrants and one holder of record of our Private Placement

Authorized for Issuance Under Equity Compensation Plans

Sales of Unregistered Securities;

Use of Proceeds from Registered Offerings

May 16, 2019, our Sponsor purchased an aggregate of 8,625,000 Founder Shares for $25,000, or approximately $0.003 per share.

Founder Shares will automatically convert into shares of our Class A common stock at the time of our initial business combination.

On July 25, 2019, our Sponsor transferred an aggregate of 80,000 Founder Shares to our independent directors at their original

purchase price.

In September 2019, our Sponsor forfeited an aggregate of 772,059 Founder Shares.

The Founder Shares were issued

in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities

Simultaneously

with the consummation of our Public Offering, our Sponsor purchased from the Company an aggregate of 5,333,333 Private Placement

Warrants at a price of $1.50 per Private Placement Warrant (for a purchase price of approximately $8.0 million).

simultaneously with the closing of the sale of the Over-allotment Units, we consummated the sale of an additional 188,235 Private

Placement Warrants in a private placement to our Sponsor, generating gross proceeds of approximately $282,000.

Each Private Placement

Warrant entitles the holder thereof to purchase one share of our Class A common stock at an exercise price of $11.50 per share.

The sales of the Private Placement Warrants were made pursuant to the exemption from registration contained in Section 4(a)(2)

of the Securities Act.

July 30, 2019, we consummated the Public Offering of 30,000,000 Units.

The Units were sold at a price of $10.00 per Unit, generating

gross proceeds of $300.0 million.

Certain of our officers and directors purchased 200,000 of the 30,000,000 Units sold in the

Public Offering for an aggregate purchase price of $2.0 million.

The underwriters were granted a 45-day option from the date of

the final prospectus relating to the Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if

any, at $10.00 per Unit, less underwriting discounts and commissions.

On September 4, 2019, the underwriters partially exercised

the over-allotment option and, on September 6, 2019, the underwriters purchased 1,411,763 of the Over-allotment Units, generating

gross proceeds of approximately $14.1 million.

The over-allotment option subsequently expired.

July 30, 2019, simultaneously with the closing of the Public Offering, we completed the private sale of 5,333,333 Private Placement

Warrants at a purchase price of $1.50 per Private Placement Warrant to our Sponsor, generating gross proceeds of approximately

$8.0 million.

Simultaneously with the closing of the sale of the Over-allotment Units, we completed the private sale of an additional

188,235 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant to our Sponsor, generating gross

proceeds of approximately $282,000.

LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and Tudor, Pickering,

Securities, Inc.

served as underwriters for the Public Offering.

The securities sold in the Public Offering were

registered under the Securities Act on a registration statement on Form S-1 (File No.

333-232501 ) (the “IPO Registration

Statement”).

The SEC declared the IPO Registration Statement effective on July 25, 2019.

May 10, 2019 (inception) through December 31, 2019, we incurred approximately $17.7 million for costs and expenses related to

the Public Offering, including an up-front fee of approximately $6.24 million in underwriting discounts and commissions and approximately

$10.9 million in deferred underwriting discounts and commissions, which amount will be payable upon consummation of our initial

business combination.

Prior to the closing of the Public Offering, our Sponsor loaned us approximately $251,000 under a promissory

note (the “Note”).

We repaid this Note to our Sponsor on August 12, 2019.

There has been no material change in the

planned use of proceeds from the Public Offering as described in our final prospectus filed with the SEC on July 29, 2019.

deducting the underwriting discounts and commissions (excluding the deferred portion of approximately $10.9 million, which amount

will be payable upon consummation of our initial business combination) and offering expenses, the total net proceeds from the

Public Offering and the sale of the Private Placement Warrants were approximately $315.1 million, of which approximately $314.1

million (or $10.00 per share sold in the Public Offering) was placed in the Trust Account.

Selected Financial Data.

are a smaller reporting company as defined in Rule 12b-2 under the Exchange Act.

As a result, pursuant to Item 301(c) of Regulation

S-K, we are not required to provide the information required by this Item.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

to “we,”

“us,”

“our,”

“Switchback”

or the “Company”

are to Switchback

Energy Acquisition Corporation, except where the context requires otherwise.

The following discussion should be read in conjunction

with our financial statements and related notes thereto included elsewhere in this report.

are a blank check company incorporated in Delaware on May 10, 2019 for the purpose of effecting a merger, capital stock exchange,

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

Although we are

not limited to a particular industry or sector for purposes of consummating our initial business combination, we intend to focus

our search for a target business in the energy industry in North America.

Our sponsor is NGP Switchback, LLC, a Delaware limited

liability company.

The Registration Statement for the

Public Offering was declared effective on July 25, 2019.

On July 30, 2019, we consummated the Public Offering of 30,000,000 units

at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring offering costs of approximately $17.7 million, inclusive

of $10.9 million in deferred underwriting commissions.

Certain of our officers and directors purchased 200,000 (the “Affiliated

Units”) of the 30,000,000 Units sold in the Public Offering for an aggregate purchase price of $2.0 million.

The underwriters

were granted a 45-day option from the date of the final prospectus relating to the Public Offering to purchase up to 4,500,000

additional Units to cover over-allotments, if any, at $10.00 per Unit, less underwriting discounts and commissions.

4, 2019, the underwriters partially exercised the over-allotment option and, on September 6, 2019, the underwriters purchased an

additional 1,411,763 units, generating gross proceeds of approximately $14.1 million.

The remaining over-allotment option subsequently

Simultaneously

with the closing of the Public Offering, we consummated the Private Placement of 5,333,333 Private Placement Warrants at a price

of $1.50 per Private Placement Warrant in a private placement to our Sponsor, generating gross proceeds of approximately $8.0

Simultaneously with the closing of the sale of the Over-allotment Units, our Sponsor purchased an additional 188,235

Private Placement Warrants at a price of $1.50 per Private Placement Warrant, generating gross proceeds of approximately $282,000.

Approximately

$314.1 million ($10.00 per Unit) of the net proceeds of the Public Offering (including the Over-allotment Units) and certain of

the proceeds of the Private Placement was placed in the Trust Account located in the United States with Continental Stock Transfer

& Trust Company acting as trustee, and invested only in U.S.

“government securities,”

within the meaning set forth

in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting the conditions

of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 under the Investment Company Act, which invest only in direct U.S.

government treasury obligations, as determined by the Company, until the earlier of:

(i) the completion of our initial business

combination and (ii) the distribution of the Trust Account as described below.

we are unable to complete an initial business combination within 24 months from the closing of the Public Offering, or July 30,

2021, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more

than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount

then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released

to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number

of then-outstanding public shares, which redemption will completely extinguish public stockholders’

rights as stockholders

(including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as

reasonably possible following such redemption, subject to the approval of our remaining stockholders and its board of directors,

dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the

requirements of other applicable law.

of Operations

only activities from inception through December 31, 2020 related to our formation and the Public Offering, and, since the closing

of the Public Offering, the search for a prospective initial business combination.

We expect to incur increased expenses as a

result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as costs in the

pursuit of our acquisition plans.

the year ended December 31, 2020, we had a net loss of approximately $5 million, which consisted of approximately $1.2 million

of gain on marketable securities, dividends and interest held in Trust Account, offset by approximately $5.7 million in general

and administrative expenses, $200,000 in franchise tax expense, and approximately $202,000 in income tax expense.

the period from May 10, 2019 (inception) through December 31, 2019, we had net income of approximately $780,000, which consisted

of approximately $2.3 million of gain on marketable securities, dividends and interest held in Trust Account, offset by approximately

$935,000 in general and administrative expenses, $88,000 in franchise tax expense, and approximately $479,000 in income tax expense.

Business Combination

September 23, 2020, we entered into the Business Combination Agreement with Merger Sub and ChargePoint.

Pursuant to the Business

Combination Agreement, among other things, Merger Sub will be merged with and into ChargePoint, with ChargePoint surviving the

Merger as a wholly owned subsidiary of the Company.

For more information regarding the Proposed Transactions, please refer to

our proxy statement, prospectus and consent solicitation statement filed with the Securities and Exchange Commission on January

Concern Consideration

Our consolidated financial statements

have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization

of assets and satisfaction of liabilities in the normal course of business.

As of December 31, 2020, we had approximately

$112,000 in our operating bank account, approximately $2.9 million of gain on marketable securities, dividends and interest held

in Trust Account available to fund a business combination (less up to $100,000 of interest to pay dissolution expenses and net

of taxes payable), and a working capital deficit of approximately $5.6 million (including approximately $401,000 in tax obligations,

which will be paid using investment income held in Trust Account).

In addition, in order to finance transaction costs in connection

with a business combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are

not obligated to, loan us funds as may be required (“Working Capital Loans”).

of December 31, 2020, there were no amounts outstanding under any Working Capital Loan .

liquidity needs up to December 31, 2020 were satisfied through receipt of a $25,000

capital contribution from our Sponsor in exchange for the issuance of shares of our Class B common stock to our Sponsor (the “Founder

Shares”), approximately $251,000 in loans from our Sponsor (which was fully repaid on August 12, 2019), the net proceeds

from the consummation of the Private Placement not held in the Trust Account and $1,270,000 of cash advanced from the Sponsor.

has determined that the Company has access to funds from our Sponsor, and the Sponsor has the financial wherewithal to fund the

Company, that are sufficient to fund our working capital needs until the consummation of an initial business combination or for

a minimum of one year from the date of issuance of the consolidated financial statements.

However, in connection with our assessment

of going concern considerations in accordance with Financial Accounting Standards Board Accounting Standards Update 2014-15, “Disclosure

of Uncertainties about an Entity’s Ability to Continue as a Going Concern,”

management has determined that the Company’s

mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate

and dissolve after July 30, 2021.

holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans,

if any, and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that

may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares will be entitled to registration

rights pursuant to a registration rights agreement.

These holders will be entitled to certain demand and “piggyback”

registration rights.

However, the registration rights agreement provides that we will not permit any registration statement filed

under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered.

We will bear the expenses incurred in connection with the filing of any such registration statements.

for the Affiliated Units, the underwriters were entitled to an underwriting discount of $0.20 per unit, or $5.96 million

in the aggregate, paid upon closing of the Public Offering.

An additional fee of approximately

$282,000 in the aggregate was due in connection with the closing of the sale of the Over-allotment Units.

addition, $0.35 per unit (but not including the Affiliated Units), or approximately $10.9 million in the aggregate will be

payable to the underwriters for deferred underwriting commissions.

The deferred fee will become payable to the underwriters from

the amounts held in the Trust Account solely in the event that we complete a business combination, subject to the terms of the

underwriting agreement.

Administrative

Services Agreement

Commencing on the date

that our securities were first listed on the NYSE and continuing until the earlier of our consummation of an initial business combination

or our liquidation, we have agreed to pay our Sponsor a total of $10,000 per month for office space, utilities, secretarial support

and administrative services.

We recorded an aggregate of $120,000 and $50,000 for the year ended December 31, 2020 and for the

period from May 10, 2019 (inception) through December 31, 2019, respectively, in general and administrative expenses in connection

with the related agreement in the accompanying consolidated statements of operations.

of December 31, 2020, we recorded an aggregate of approximately $76,000 in related party accrued expenses.

Accounting Policies

of Class A Common Stock Subject to Possible Redemption

of our Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured

at fair value.

Conditionally redeemable shares of our Class A common stock (including shares of our Class A common stock that

feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain

events not solely within our control) are classified as temporary equity.

At all other times, shares of our Class A common stock

are classified as stockholders’

Shares of our Class A common stock feature certain redemption rights that are considered

to be outside of our control and subject to the occurrence of uncertain future events.

Accordingly, as of December 31, 2020 and

2019, 29,548,906 and 30,047,981 shares of our Class A common stock subject to possible redemption, respectively, are presented

as temporary equity, outside of the stockholders’

equity section of the Company’s consolidated balance sheets.

Income (Loss) Per Share of Common Stock

income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding

during the periods.

We have not considered the effect of the warrants sold in the Public Offering (including the consummation

of the over-allotment) and Private Placement to purchase an aggregate of 15,992,155 shares of our Class A common stock in the

calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method.

consolidated statements of operations include a presentation of income per share for common stock subject to redemption in a manner

similar to the two-class method of income per share.

Net income per share, basic and diluted for our Class A common stock for

year ended December 31, 2020 is calculated by dividing (i) the gain on marketable securities, dividends and interest held in Trust

Account of approximately $1.2 million, net of applicable taxes and funds available to be withdrawn from the Trust Account for

franchise and income tax obligations of approximately $401,000, resulting in an aggregate of approximately $758,000, by (ii) the

weighted average number of shares of our Class A common stock outstanding for the period of 31,411,763 shares.

Net loss per share,

basic and diluted for our Class B common stock for the year ended December 31, 2020 is calculated by dividing (i) the net loss

of approximately $5 million, less income attributable to public shares of approximately $758,000, resulting in a net loss of approximately

$5.7 million, by (ii) the weighted average number of shares of our Class B common stock outstanding for the period of 7,852,941

income per share, basic and diluted for our Class A common stock for the period from May 10, 2019 (inception) through December

31, 2019 is calculated by dividing (i) the gain on marketable securities, dividends and interest held in Trust Account of approximately

$2.3 million, net of applicable taxes and funds available to be withdrawn from the Trust Account for franchise and income tax

obligations of approximately $567,000, resulting in an aggregate of approximately $1.7 million, by (ii) the weighted average number

of shares of our Class A common stock outstanding for the period of 31,092,978 shares.

Net loss per share, basic and diluted for

our Class B common stock for the period from May 10, 2019 (inception) through December 31, 2019 is calculated by dividing (i)

the net income of approximately $780,000, less income attributable to public shares of approximately $1.7 million, resulting in

a net loss of approximately $935,000, by (ii) the weighted average number of shares of our Class B common stock outstanding for

the period of 7,852,941 shares.

Accounting Pronouncements

do not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a

material impact on our financial statements.

Off-Balance Sheet Arrangements

of December 31, 2020, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

April 5, 2012, the JOBS Act was signed into law.

The JOBS Act contains provisions that, among other things, relax certain reporting

requirements for qualifying public companies.

We qualify as an “emerging growth company”

under the JOBS Act and are

allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded)

We elected to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new

or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth

As a result, our financial statements may not be comparable to companies that comply with new or revised accounting

pronouncements as of public company effective dates.

an “emerging growth company,”

we are not required to, among other things, (i) provide an auditor’s attestation

report on our system of internal controls over financial reporting, (ii) provide all of the compensation disclosure that may be

required of non-emerging growth public companies, (iii) comply with any requirement that may be adopted by the Public Company

Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional

information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose comparisons of the

Chief Executive Officer’s compensation to median employee compensation.

These exemptions will apply for a period of five

years following the completion of our Public Offering or until we otherwise no longer qualify as an “emerging growth company.”

Quantitative and Qualitative Disclosures About Market Risk

are a smaller reporting company as defined in Rule 12b-2 under the Exchange Act.

As a result, pursuant to Item 305(e) of Regulation

S-K, we are not required to provide the information required by this Item.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information for Common Stock

ChargePoint’s Common Stock is traded under the symbol “CHPT” and is listed on the New York Stock Exchange (NYSE).

Dividend Policy

ChargePoint has never declared or paid dividend on its Common Stock and has no plans to do so in the foreseeable future.

Number of Common Stockholders

As of March 28, 2022, th ere were approximately 343 holders o f record of ChargePoint’s Common Stock.

The actual number of stockholders is greater than this number of record holders and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.

Securities Authorized for Issuance under Equity Compensation Plans

Information relating to securities authorized for issuance under equity compensation plans will be presented in the definitive proxy statement filed in pursuant to Regulation 14A for the 2022 Annual Meeting of Stockholders to be held on or about July 12, 2022, which information is incorporated herein by reference.

Sales of Unregistered Equity Securities and Use of Proceeds

On November 21, 2021, ChargePoint issued 15,596 shares of restricted Common Stock upon the cashless exercise of Legacy Warrants to purchase 20,179 shares at an exercise price of $6.03 per share.

On November 24, 2021, ChargePoint issued 3,509 shares of restricted Common Stock upon the exercise of certain Legacy Warrants.

ChargePoint received an aggregate of $21,159.27.

ChargePoint issued the foregoing securities in transactions not involving an underwriter and not requiring registration under Section 5 of the Securities Act, in reliance on the exemption afforded by Section 4(a)(2) thereof.

Stock Performance

The following shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference into any of ChargePoint Holdings, Inc.'s other filings under the Exchange Act or the Securities Act of 1933, as amended, except to the extent ChargePoint specifically incorporates it by reference into such filing.

The graph below matches ChargePoint Holdings, Inc.'s cumulative total shareholder return on Common Stock with the cumulative total returns of the S&P Midcap 400 index, the S&P Application Software index, and the S&P 500 Technology Hardware, Storage & Peripherals index.

The graph tracks the performance of a $100 investment in ChargePoint's Common Stock and in each index (with the reinvestment of all dividends) from September 16, 2019 to January 31, 2022.

The stock price performance included in this graph is not necessarily indicative of future price performance.

Company/Index September 16, 2019 January 31, 2020 January 31, 2021 January 31, 2022

ChargePoint Holdings, Inc.

$ 100.00 $ 102.46 $ 389.96 $ 141.91

S&P Midcap 400 $ 100.00 $ 107.46 $ 127.30 $ 145.19

S&P Application Software $ 100.00 $ 117.05 $ 154.77 $ 174.16

S&P 500 Technology Hardware, Storage & Peripherals $ 100.00 $ 137.68 $ 230.27 $ 307.62

Not applicable.

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 5. Market for Registrant’s Common Equity