What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2022-04-04 compared with 2021-02-10 · 1508 added, 890 removed, 34 unchanged (99% of the section changed)

Financial Statements and Supplementary Data

TO FINANCIAL STATEMENTS

of Independent Registered Public Accounting Firm

Consolidated Financial

Balance Sheets as of December 31, 2020 and 2019

Statements of Operations for the year ended December 31, 2020 and for the period from May 10, 2019 (inception) through December

Statement of Changes in Stockholders’

Equity for the year ended December 31, 2020 and for the period from May 10, 2019

(inception) through December 31, 2019

Statements of Cash Flows for the year ended December 31, 2020 and for the period from May 10, 2019 (inception) through December

to Consolidated Financial Statements

of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of

Switchback Energy Acquisition Corporation

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Switchback

Energy Acquisition Corporation (the “Company”) as of December 31, 2020 and 2019, and the related statements of operations,

changes in stockholders’

equity and cash flows, for the year ended December 31, 2020 and for the period from May 10, 2019

(inception) through December 31, 2019, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of

December 31, 2020 and 2019, and the results of its operations and its cash flows for the year ended December 31, 2020 and for the

period from May 10, 2019 (inception) through December 31, 2019, in conformity with accounting principles generally accepted in

the United States of America.

Going Concern

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, if the

Company is unable to complete a business combination by July 30, 2021 then the Company will cease all operations except for the

purpose of liquidating.

The mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s

ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether

the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have,

nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required

to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the

effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to

assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures

in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made

by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide

a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as the Company’s auditor since 2019.

New York, New York

February 10, 2021

ENERGY ACQUISITION CORPORATION

BALANCE SHEETS

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity ( Deficit )

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of ChargePoint Holdings, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of ChargePoint Holdings, Inc.

and its subsidiaries (the “Company”) as of January 31, 2022 and 2021, and the related consolidated statements of operations, of comprehensive loss, of redeemable convertible preferred stock and stockholder’s equity (deficit) and of cash flows for each of the three years in the period ended January 31, 2022, including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of January 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2022 in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of January 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO because material weaknesses in internal control over financial reporting existed as of that date related to the Company not designing and maintaining (i) an effective control environment, specifically an insufficient complement of personnel with an appropriate degree of accounting knowledge, experience and training to appropriately analyze, record and disclose accounting matters;

(ii) 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;

(iii) effective controls over the review of the inputs and assumptions used in the valuation of intangible assets acquired in a business combination;

and (iv) effective controls over certain information technology general controls for information systems that are relevant to the preparation of the Company’s consolidated financial statements, including effective controls over program change management, user access and program development.

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 the annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses referred to above are described in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A.

We considered these material weaknesses in determining the nature, timing, and extent of audit tests applied in our audit of the January 31, 2022 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in management's report referred to above.

Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audits provide a reasonable basis for our opinions.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded ViriCiti Group B.V.

(“ViriCiti”) and has•to•be gmbh (“HTB”) from its assessment of internal control over financial reporting as of January 31, 2022 because they were acquired by the Company in purchase business combinations during fiscal 2022.

We have also excluded ViriCiti and HTB from our audit of internal control over financial reporting.

ViriCiti and HTB are wholly-owned subsidiaries whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting collectively represent 1.7% and 2.6%, respectively, of the related consolidated financial statement amounts as of and for the year ended January 31, 2022.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Consolidated Financial Statements – Impact of Personnel and Controls Related to Financial Reporting

The completeness and accuracy of the consolidated financial statements, including the financial condition, results of operations and cash flows, is dependent on, in part, (i) maintaining a sufficient complement of personnel with an appropriate degree of accounting knowledge, experience and training to appropriately analyze, record and disclose accounting matters;

(ii) designing and maintaining 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;

and (iii) designing and maintaining controls over information technology general controls for information systems that are relevant for the Company’s financial statements, including controls over program change management, user access and program development.

The principal considerations for our determination that the consolidated financial statements - impact of personnel and controls related to financial reporting is a critical audit matter are a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence related to business processes that affect substantially all financial statement account balances and disclosures.

As described in the preceding paragraph and the “Opinions on the Financial Statements and Internal Control over Financial Reporting” section, material weaknesses were identified as of January 31, 2022 related to this matter.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall audit opinion on the consolidated financial statements.

These procedures included, among others, evaluating and determining the nature and extent of audit procedures performed and evidence obtained that are responsive to the material weaknesses identified.

These procedures also included (i) evaluating whether segregation of duties was maintained over the preparation and recording of journal entries;

(ii) testing the accounting and disclosures over complex features associated with warrants;

(iii) testing the valuation of certain acquired intangible assets;

and (iv) manually testing the completeness and accuracy of system reports or other information generated by the Company’s information systems.

Valuation of Customer Relationships Relating to the Acquisition of HTB

As described in Notes 2 and 4 to the consolidated financial statements, on October 6, 2021, the Company acquired all of the outstanding shares of HTB for approximately $235.0 million.

Acquired customer relationships were $78.7 million.

The fair value assigned to customer relationships was determined by management using the income approach, specifically using the multi-period excess earnings method.

Determining the fair value requires management to use significant judgment and estimates, and the significant assumptions used included revenue, cost of revenue and operating expenses attributable to the asset, retention rate, applicable tax rate, contributory asset charges, the discount rate, and the tax amortization benefit.

The principal considerations for our determination that performing procedures relating to the valuation of customer relationships relating to the acquisition of HTB is a critical audit matter are (i) the significant judgment by management when determining the fair value of the customer relationships acquired;

(ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to revenue, cost of revenue and operating expenses attributable to the asset, retention rate, contributory asset charges, and the discount rate;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

As described in the “Opinions on the Financial Statements and Internal Control over Financial Reporting” section, a material weakness was identified related to this matter.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included, among others, (i) reading the purchase agreement;

(ii) testing management’s process for determining the fair value of the customer relationships;

(iii) evaluating the appropriateness of the multi-period excess earnings method;

(iv) testing the completeness and accuracy of the underlying data used in the multi-period excess earnings method;

and (v) evaluating the reasonableness of the significant assumptions used by management related to revenue, cost of revenue and operating expenses attributable to the asset, retention rate, contributory asset charges, and the discount rate.

management’s significant assumptions related to the revenue, cost of revenue and operating expenses attributable to the asset and retention rate involved considering (i) the current and past performance of the HTB business;

(ii) consistency with external market and industry data;

and (iii) whether these significant assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the Company’s multi-period excess earnings method and (ii) the reasonableness of the contributory asset charge and the discount rate significant assumptions.

/s/ PricewaterhouseCoopers LLP

San Jose, California

April 4, 2022

We have served as the Company’s auditor since 2016.

ChargePoint Holdings, Inc.

Consolidated Balance Sheets

January 31, 2022 and 2021

(in thousands, except share and per share data)

Current assets:

Prepaid expenses

Total current assets

Investments held in Trust Account

$ 317,341,509

Cash and cash equivalents $ 315,235 $ 145,491

Restricted cash 400 400

Accounts receivable, net of allowance of $ 5,584 as of January 31, 2022 and $ 2,000 as of January 31, 2021

75,939 35,075

Liabilities and Stockholders’

Inventories 35,879 33,592

Prepaid expenses and other current assets 36,603 12,074

Total current assets 464,056 226,632

Property and equipment, net 34,593 29,988

Intangible assets, net 107,209 —

Operating lease right-of-use assets 25,535 21,817

Goodwill 218,484 1,215

Other assets 6,020 10,468

Total assets $ 855,897 $ 290,120

Liabilities, Redeemable Convertible Preferred Stock, and Stockholders' Equity (Deficit)

Current liabilities:

Accounts payable $ 27,576 $ 19,784

Accrued expenses

Accrued expenses - related party

Due to related party

Franchise tax payable

Income tax payable

Accrued and other current liabilities 84,328 47,162

Deferred revenue 77,142 40,934

Debt, current — 10,208

Total current liabilities 189,046 118,088

Deferred underwriting commissions

Deferred revenue, noncurrent 69,666 48,896

Debt, noncurrent — 24,686

Operating lease liabilities 25,370 22,459

Deferred tax liabilities 17,697 —

Redeemable convertible preferred stock warrant liability — 75,843

Other long-term liabilities 7,104 972

Total liabilities 308,883 290,944

Commitments and Contingencies

Class A common stock, $0.0001 par value;

29,548,906 and 30,047,981 shares subject to possible redemption at $10.00 per share at December 31, 2020 and 2019, respectively

Stockholders’

Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

Class A common stock, $0.0001 par value;

200,000,000 shares authorized;

1,862,857 and 1,363,782 shares issued and outstanding (excluding 29,548,906 and 30,047,981 shares subject to possible redemption) at December 31, 2020 and 2019, respectively

Class B common stock, $0.0001 par value;

20,000,000 shares authorized;

7,852,941 shares issued and outstanding

Commitments and contingencies (Note 8)

Redeemable convertible preferred stock:

$ 0.0001 par value;

zero and 185,180,248 shares authorized as of January 31, 2022 and 2021, respectively;

zero and 182,934,257 shares issued and outstanding as of January 31, 2022 and 2021, respectively (liquidation value:

nil and $ 710,347 as of January 31, 2022 and 2021, respectively)

Stockholders' equity (deficit):

Common stock:

$ 0.0001 par value;

1,000,000,000 and 299,771,284 shares authorized as of January 31, 2022 and 2021, respectively;

334,760,615 and 22,961,032 shares issued and outstanding as of January 31, 2022 and 2021, respectively

Preferred stock, $ 0.0001 par value;

10,000,000 and zero shares authorized as of January 31, 2022 and January 31, 2021, respectively;

zero issued and outstanding as of January 31, 2022 and January 31, 2021

Additional paid-in capital 1,366,855 62,736

Retained earnings (Accumulated deficit)

Total stockholders’

Total Liabilities and Stockholders’

$ 317,341,509

Accumulated other comprehensive income (loss) ( 8,219 ) 155

Accumulated deficit ( 811,655 ) ( 679,414 )

Total stockholders' equity (deficit) 547,014 ( 616,521 )

Total liabilities, redeemable convertible preferred stock, and stockholders' equity (deficit) $ 855,897 $ 290,120

The accompanying notes are an integral part of these consolidated financial statements.

ChargePoint Holdings, Inc.

Consolidated Statements of Operations

Years Ended January 31, 2022, 2021, and 2020

(in thousands, except share and per share data)

Year Ended January 31,

2022 2021 2020

accompanying notes are an integral part of these consolidated financial statements.

ENERGY ACQUISITION CORPORATION

STATEMENTS OF OPERATIONS

period from May 10,

(inception) through December 31,

General and administrative expenses

Franchise tax expense

Networked charging systems $ 173,850 $ 91,893 $ 101,012

Subscriptions 53,512 40,563 28,930

Other 13,644 14,034 14,573

Total revenue 241,006 146,490 144,515

Cost of revenue

Networked charging systems 147,313 87,083 105,940

Subscriptions 31,190 20,385 16,244

Other 8,970 6,073 4,289

Total cost of revenue 187,473 113,541 126,473

Gross profit 53,533 32,949 18,042

Operating expenses

Research and development 145,043 75,017 69,464

Sales and marketing 92,550 53,002 56,997

General and administrative 81,380 25,922 23,945

Total operating expenses 318,973 153,941 150,406

Loss from operations ( 265,440 ) ( 120,992 ) ( 132,364 )

Gain on marketable securities, dividends and interest held in Trust Account

Income (loss) before income tax expense

Income tax expense

Net income (loss)

Interest income 98 315 3,245

Interest expense ( 1,502 ) ( 3,253 ) ( 3,544 )

Change in fair value of redeemable convertible preferred stock warrant liability 9,237 ( 73,125 ) ( 875 )

Change in fair value of assumed common stock warrant liabilities 47,822 — —

Change in fair value of contingent earnout liability 84,420 — —

Transaction costs expensed ( 7,031 ) — —

Other income (expense), net ( 2,775 ) 229 ( 565 )

Net loss before income taxes $ ( 135,171 ) $ ( 196,826 ) $ ( 134,103 )

Provision (benefit) for income taxes ( 2,930 ) 198 224

Net loss $ ( 132,241 ) $ ( 197,024 ) $ ( 134,327 )

Accretion of beneficial conversion feature of redeemable convertible preferred stock — ( 60,377 ) —

Cumulative undeclared dividends on redeemable convertible preferred stock ( 4,292 ) ( 16,799 ) —

Deemed dividends attributable to vested option holders ( 51,855 ) — —

Deemed dividends attributable to common stock warrant holders ( 110,635 ) — —

Net loss attributable to common stockholders - Basic $ ( 299,023 ) $ ( 274,200 ) $ ( 134,327 )

Gain attributable to earnout shares issued ( 84,420 ) — —

Change in fair value of dilutive warrants ( 68,223 ) — —

Net loss attributable to common stockholders - Diluted $ ( 451,666 ) $ ( 274,200 ) $ ( 134,327 )

Weighted average shares outstanding - Basic 297,421,969 15,116,763 8,893,787

Weighted average shares outstanding - Diluted 302,490,266 15,116,763 8,893,787

Net loss per share - Basic $ ( 1.01 ) $ ( 18.14 ) $ ( 15.10 )

Net loss per share - Diluted $ ( 1.49 ) $ ( 18.14 ) $ ( 15.10 )

The accompanying notes are an integral part of these consolidated financial statements

ChargePoint Holdings, Inc.

Consolidated Statements of Comprehensive Loss

Years Ended January 31, 2022, 2021, and 2020

(in thousands)

Year Ended January 31,

2022 2021 2020

Basic and diluted weighted average shares outstanding, Class A

Basic and diluted net income per share, Class A

Basic and diluted weighted average shares outstanding, Class B

Basic and diluted net loss per share, Class B

accompanying notes are an integral part of these consolidated financial statements.

ENERGY ACQUISITION CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDERS’

the year ended December 31, 2020

Stockholders’

- December 31, 2019

in value of Class A common stock subject to possible redemption

- December 31, 2020

Net loss $ ( 132,241 ) $ ( 197,024 ) $ ( 134,327 )

Other comprehensive income (loss):

Foreign currency translation adjustment ( 8,374 ) 141 131

Available-for-sale short-term investments:

Unrealized gain, net of tax — — 23

Reclassification to net income, net of tax — ( 23 ) —

Other comprehensive income (loss) ( 8,374 ) 118 154

Comprehensive loss $ ( 140,615 ) $ ( 196,906 ) $ ( 134,173 )

The accompanying notes are an integral part of these consolidated financial statements.

ChargePoint Holdings, Inc.

Consolidated Statements of Redeemable Convertible Preferred Stock and

Stockholders' Equity (Deficit)

Years Ended January 31, 2022, 2021, and 2020

(in thousands, except share data)

Preferred Stock Common Stock Additional

Capital Accumulated Other Comprehensive Income (Loss) Accumulated

Deficit Total

Stockholders'

Equity (Deficit)

Shares Amount Shares Amount

Balances as of January 31, 2019

157,948,553 $ 505,485 7,087,949 $ 1 $ 14,993 $ ( 117 ) $ ( 350,252 ) $ ( 335,375 )

the year ended December 31, 2019

Stockholders’

- May 10, 2019 (inception)

of Class B common stock to Sponsor (1)

of units in initial public offering, gross

Effect of adoption of ASC 340 — — — — — — 2,189 2,189

Issuance of Series H redeemable convertible preferred stock, net of issuance costs of $ 0.1 million

2,634,650 14,756 — — — — — —

Issuance of common stock warrants issued in connection with Series H redeemable convertible preferred stock — — — — 185 — — 185

Issuance of common stock upon exercise of vested stock options — — 4,795,588 — 2,201 — — 2,201

Issuance of common stock related to early exercise of stock options — — 34,881 — — — — —

Vesting of early exercised stock options — — — — 15 — — 15

Stock-based compensation — — — — 2,937 — — 2,937

Net loss — — — — — — ( 134,327 ) ( 134,327 )

Other comprehensive income — — — — — 154 — 154

Balances as of January 31, 2020

160,583,203 $ 520,241 11,918,418 $ 1 $ 20,331 $ 37 $ ( 482,390 ) $ ( 462,021 )

of private placement warrants to Sponsor in private placement

of Class B common stock

A common stock subject to possible redemption

Issuance of redeemable convertible preferred stock and common warrants, net of issuance costs 22,351,054 95,456 — — — — — —

Issuance of common stock warrants in connection with Series H-1 redeemable convertible preferred stock — — — — 31,547 — — 31,547

Beneficial conversion feature in connection with Series H-1 redeemable preferred stock — ( 60,377 ) — — 60,377 — — 60,377

Accretion of beneficial conversion feature in connection with Series H-1 redeemable preferred stock — 60,377 — — ( 60,377 ) — — ( 60,377 )

Issuance of common stock upon exercise of vested stock options — — 10,363,603 1 5,643 — — 5,644

Issuance of common stock related to early exercise of stock options — — 679,011 — — — — —

Vesting of early exercised stock options — — — — 268 — — 268

Stock-based compensation — — — — 4,947 — — 4,947

Net loss — — — — — — ( 197,024 ) ( 197,024 )

Other comprehensive income — — — — — 118 — 118

Balances as of January 31, 2021

182,934,257 $ 615,697 22,961,032 $ 2 $ 62,736 $ 155 $ ( 679,414 ) $ ( 616,521 )

Conversion of redeemable convertible preferred stock into common stock in connection with the reverse

recapitalization, including impact of Series H-1 paid in

kind dividend

( 182,934,257 ) ( 615,697 ) 194,060,336 20 615,677 — — 615,697

Issuance of common stock under stock plans, net of tax withholdings — — 8,620,607 — 4,516 — — 4,516

Reclassification of Legacy ChargePoint preferred stock warrant liability upon the reverse recapitalization

— — — — 66,606 — — 66,606

- December 31, 2019

accompanying notes are an integral part of these consolidated financial statements.

ENERGY ACQUISITION CORPORATION

STATEMENTS OF CASH FLOWS

year ended December 31,

period from May 10,

2019 (inception) through December 31,

Flows from Operating Activities:

Issuance of common stock upon the reverse recapitalization, net of issuance costs — — 60,746,989 6 200,460 — — 200,466

Issuance of common stock upon exercise of warrants — — 16,364,810 1 352,612 — — 352,613

Issuance of common stock pursuant to business combinations — — 5,695,176 1 102,057 — — 102,058

Issuance of earnout shares upon triggering events, net of tax withholding

— — 26,313,253 3 480,222 — — 480,225

Adjustments to reconcile

net income (loss) to net cash used in operating activities:

and administrative expenses paid by related parties

on marketable securities, dividends and interest held in Trust Account

Changes in operating

assets and liabilities:

expenses - related party

cash used in operating activities

Flows from Investing Activities

Cash deposited in Trust

Contingent earnout liability recognized upon the closing of the reverse recapitalization

— — — — ( 828,180 ) — — ( 828,180 )

Income released from

Trust Account to pay taxes

cash provided by (used in) investing activities

Preferred Stock Common Stock Additional

Capital Accumulated Other Comprehensive Income (Loss) Accumulated

Deficit Total

Stockholders'

Equity (Deficit)

Shares Amount Shares Amount

Reclassification of remaining contingent earnout liability upon triggering event

— — — — 242,640 — — 242,640

Flows from Financing Activities:

Proceeds from issuance

of Class B common stock to Sponsor

Repayment of loans

from related party

Proceeds received from

related party

Proceeds received from

initial public offering, gross

Proceeds received from

private placement

Offering costs paid

cash provided by financing activities

change in cash

Cash - beginning of

Cash - end of the

disclosure of noncash activities:

paid for income taxes

costs included in accounts payable

costs paid by related party under note payable from related party

underwriting commissions

of Class B common stock

in value of Class A common stock subject to possible redemption

Vesting of early exercised stock options — — — — 178 — — 178

Repurchase of early exercised common stock — — ( 1,588 ) — — — —

Stock-based compensation — — — — 67,331 — — 67,331

Net loss — — — — — — ( 132,241 ) ( 132,241 )

Other comprehensive loss — — — — — ( 8,374 ) — ( 8,374 )

Balances as of January 31, 2022

— $ — 334,760,615 $ 33 $ 1,366,855 $ ( 8,219 ) $ ( 811,655 ) $ 547,014

The accompanying notes are an integral part of these consolidated financial statements.

ChargePoint Holdings, Inc.

Consolidated Statements of Cash Flows

Years Ended January 31, 2022, 2021, and 2020

(in thousands)

Year Ended January 31,

2022 2021 2020

accompanying notes are an integral part of these consolidated financial statements.

ENERGY ACQUISITION CORPORATION

Cash flows from operating activities

Net loss $ ( 132,241 ) $ ( 197,024 ) $ ( 134,327 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization 16,457 10,083 7,698

Non-cash operating lease cost 4,244 3,762 3,121

Stock-based compensation 67,331 4,947 2,937

Amortization of deferred contract acquisition costs 1,786 1,206 675

Transaction costs expensed 7,031 — —

Change in fair value of common stock warrant liabilities ( 47,822 ) — —

Change in fair value of redeemable convertible preferred stock warrant liability ( 9,237 ) 73,125 875

Change in fair value of contingent earnout liabilities ( 84,420 ) — —

Change in fair value of earnout liability recognized upon acquisition of ViriCiti 2,266 — —

Deferred tax benefit ( 3,306 ) — —

Other 3,680 1,858 2,014

Changes in operating assets and liabilities, net of effect of acquisitions:

Accounts receivable, net ( 38,388 ) 3,292 ( 8,702 )

Inventories ( 1,991 ) ( 9,585 ) ( 1,472 )

Prepaid expenses and other assets ( 23,941 ) ( 8,914 ) ( 2,961 )

Operating lease liabilities ( 3,460 ) ( 2,815 ) ( 1,181 )

Accounts payable 7,933 ( 493 ) 15,704

Accrued and other liabilities 21,619 11,556 93

Deferred revenue 55,281 17,156 27,590

Net cash used in operating activities ( 157,178 ) ( 91,846 ) ( 87,936 )

Cash flows from investing activities

Purchases of property and equipment ( 16,410 ) ( 11,484 ) ( 14,885 )

Purchases of investments — — ( 179,514 )

Maturities of investments — 47,014 132,500

Cash paid for acquisition, net of cash acquired ( 205,330 ) — —

Net cash provided by (used in) investing activities ( 221,740 ) 35,530 ( 61,899 )

Cash flows from financing activities

Proceeds from issuance of redeemable convertible preferred stock — 95,456 14,756

Proceeds from the exercise of public warrants 118,864 — —

Merger and PIPE financing 511,646 — —

Payment of tax withholding obligations on settlement of earnout shares ( 20,895 ) — —

Repayment of borrowings ( 36,051 ) — —

Proceeds from issuance of common stock warrants, net of issuance costs — 31,547 185

Payments of transaction costs related to Merger ( 32,468 ) — —

Change in driver funds and amounts due to customers 3,675 — —

Payment of deferred transaction costs — ( 4,003 ) —

Proceeds from issuance of stock in connection with stock plans, net of withholding taxes 4,916 5,913 2,217

Net cash provided by financing activities 549,687 128,913 17,158

Effect of exchange rate changes on cash, cash equivalents, and restricted cash ( 1,025 ) 141 132

Net increase (decrease) in cash, cash equivalents, and restricted cash 169,744 72,738 ( 132,545 )

Cash, cash equivalents, and restricted cash at beginning of period 145,891 73,153 205,698

Cash, cash equivalents, and restricted cash at end of period $ 315,635 $ 145,891 $ 73,153

Supplementary cash flow information

Cash paid for interest $ 346 $ 2,801 $ 3,414

Cash paid for taxes $ 268 $ 172 $ 153

Supplementary cash flow information on non-cash investing and financing activities

Accretion of beneficial conversion feature of redeemable convertible preferred stock $ — $ 60,377 $ —

Deferred transaction costs not yet paid $ — $ 1,685 $ —

Right-of-use assets obtained in exchange for lease liabilities $ 7,991 $ 2,118 $ 2,906

Right-of-use asset remeasurement subsequent to lease extension $ — $ 12,867 $ —

Acquisitions of property and equipment included in accounts payable and accrued and other current liabilities $ 660 $ 647 $ 1,287

Vesting of early exercised stock options $ 178 $ 268 $ 15

Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization $ 615,697 $ — $ —

Reclassification of Legacy ChargePoint redeemable convertible preferred stock warrant liability upon the reverse capitalization $ 66,606 $ — $ —

Contingent earnout liability recognized upon the closing of the reverse recapitalization $ 828,180 $ — $ —

Reclassification of remaining contingent earnout liability upon triggering event $ 242,640 $ — $ —

Issuance of common stock in connection with acquisitions $ 102,057 $ — $ —

The accompanying notes are an integral part of these consolidated financial statements.

ChargePoint Holdings, Inc.

Notes to Consolidated Financial Statements

Description of Organization, Business Operations and Basis of Presentation

Energy Acquisition Corporation (the “Company”) was incorporated in Delaware on May 10, 2019.

The Company was formed

for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business

combination with one or more businesses (the “Business Combination”).

Although the Company is not limited to a particular

industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search for a target business

in the energy industry in North America.

The Company is an emerging growth company and, as such, the Company is subject to all

of the risks associated with emerging growth companies.

of December 31, 2020, the Company had not commenced any operations.

All activity for the period from May 10, 2019 (inception)

through December 31, 2020 relates to the Company’s formation and the initial public offering (the “Public Offering”),

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

September 2020, in connection with the Proposed Transactions (as defined and described below), the Company formed Lightning Merger

Sub Inc., a Delaware corporation, as a wholly owned direct subsidiary of the Company.

Company’s sponsor is NGP Switchback, LLC, a Delaware limited liability company (the “Sponsor”).

The registration

statement for the Public Offering was declared effective on July 25, 2019.

On July 30, 2019, the Company consummated the Public

Offering of 30,000,000 units (the “Units”

and, with respect to the shares of Class A common stock included in the

Units, the “public shares”) at $10.00 per Unit, generating gross proceeds of $300.0 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 an additional

1,411,763 units (the “Over-allotment Units”), generating gross proceeds of approximately $14.1 million, and the remaining

over-allotment option subsequently expired.

The Company incurred offering costs of approximately of approximately $17.7 million,

inclusive of $10.9 million in deferred underwriting commissions (Note 5).

Simultaneously

with the closing of the Public Offering, the Company consummated the sale (the “Private Placement”) of 5,333,333 warrants

(each, a “Private Placement Warrant”

and collectively, the “Private Placement Warrants”) at a price of

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

Simultaneously with the closing of the sale of the Over-allotment Units, the 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 a trust account (“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 of 1940, as amended (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 a Business Combination and (ii) the distribution of

the Trust Account as described below.

Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering

and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally

toward consummating a Business Combination.

There is no assurance that the Company will be able to complete a Business Combination

successfully.

The Company must complete one or more initial business combinations having an aggregate fair market value of at

least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and

excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into the Business

However, the Company will only complete an initial business combination if the post-transaction company owns or acquires

50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient

for it not to be required to register as an investment company under the Investment Company Act.

Company will provide holders of the Company’s outstanding public shares (the “Public Stockholders”) with the

opportunity to redeem all or a portion of their public shares upon the completion of a Business Combination either (i) in connection

with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether

the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely

in its discretion.

The Public Stockholders will be entitled to redeem their public shares for a pro rata portion of the amount

then held in the Trust Account (initially anticipated to be $10.00 per Public Share).

The per-share amount to be distributed to

Public Stockholders who redeem their public shares will not be reduced by the deferred underwriting commissions the Company will

pay to the underwriters (as discussed in Note 5).

These public shares were recorded at a redemption value and classified as temporary

equity upon the completion of the Public Offering.

In such case, the Company will only proceed with a Business Combination if,

among other things, the Company has net tangible assets of at least $5,000,001 upon consummation of such Business Combination

and a majority of the shares voted are voted in favor of the Business Combination.

If a stockholder vote is not required by law

and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to

its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions

pursuant to the tender offer rules of the U.S.

Securities and Exchange Commission (“SEC”) and file tender offer documents

with the SEC prior to completing a Business Combination.

If, however, stockholder approval of the transaction is required by law,

or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in

conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.

Additionally, each

public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction.

If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders (as defined below)

have agreed to vote their Founder Shares (as defined below in Note 4) and any public shares purchased during or after the Public

Offering in favor of a Business Combination.

In addition, the Initial Stockholders have agreed to waive their redemption rights

with respect to their Founder Shares and public shares in connection with the completion of a Business Combination.

Notwithstanding

the foregoing, the Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder

or any other person with whom such stockholder is acting in concert or as a “group”

(as defined under Section 13 of

the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares

with respect to more than an aggregate of 20% of the public shares.

Sponsor and the Company’s officers and directors (the “Initial Stockholders”) have agreed not to propose an

amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem

100% of the public shares if the Company does not complete a Business Combination within the time frame described below, unless

the Company provides the Public Stockholders with the opportunity to redeem their public shares in conjunction with any such amendment.

the Company is unable to complete a Business Combination within 24 months from the closing of the Public Offering, or July 30,

2021 (the “Combination Period”), the Company 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 the Company to pay its 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 the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject in each case to the

Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to

complete a Business Combination within the Combination Period.

However, the Initial Stockholders will be entitled to liquidating

distributions from the Trust Account with respect to any public shares that they hold if the Company fails to complete a Business

Combination within the Combination Period.

The underwriters have agreed to waive their rights to the deferred underwriting commission

(see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination

Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available

to fund the redemption of the public shares.

In the event of such distribution, it is possible that the per share value of the

residual assets remaining available for distribution (including Trust Account assets) will be only $10.00.

In order to protect

the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a

third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold

to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or

other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account

to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account 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 the Company to pay its franchise and income taxes,

less franchise and income taxes payable.

This liability will not apply with respect to any claims by a third party or Target that

executed an agreement waiving claims against and all rights to seek access to the Trust Account whether or not such agreement

is enforceable or to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain

liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring

to have all vendors, service providers, prospective target businesses or other entities with which the Company does business,

execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust

of Presentation

accompanying consolidated financial statements are presented in U.S.

dollars in conformity with accounting principles generally

accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations

Growth Company

Company is an “emerging growth company,”

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

Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting

requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to,

not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of

the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its 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.

section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial

accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared

effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised

financial accounting standards.

The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition

period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

The Company has 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, the Company, as an emerging growth company, can adopt

the new or revised standard at the time private companies adopt the new or revised standard.

may make comparison of the Company’s financial statements with another public company that is neither an emerging growth

company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because

of the potential differences in accounting standards used.

Business Combination

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

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

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

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

together with the other transactions related thereto,

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

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

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

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

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

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

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

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

The Support Agreement will terminate upon the earlier

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

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

and the Written Consent Parties terminating the Support Agreement.

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

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

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

persons and entities receiving the Company’s Class A common stock or instruments exercisable for the Company’s Class

A common stock in connection with the Merger (the “New Holders”

and together with the Initial Holders, the “Registration

Rights Holders”) will enter into that amended and restated IPO Registration Rights Agreement attached as an exhibit to the

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

Pursuant to the A&R Registration

Rights Agreement, the Company will agree that, within 15 business days after the Closing, the Company will file with the SEC (at

the Company’s sole cost and expense) a registration statement registering the resale of certain securities held by or issuable

to the Initial Holders and the New Holders (the “Resale Registration Statement”), and the Company 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.

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

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

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

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

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

after the Effective Time, including any shares of the Company’s Class A common stock issuable upon the exercise of options

or warrants to purchase shares of the Company’s Class A common stock held by them immediately following the Closing or (b)

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

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

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

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

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

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

Closing, subject 900,000 Founder Shares (including any shares of the Company’s Class A common stock issued in exchange therefor

in the Merger, the “Founder Earn Back Shares”) held by them (on a pro rata basis) to potential forfeiture, if the

volume-weighted average closing sale price (the “Closing VWAP”) of one share of the Company’s Class A common

stock quoted on the NYSE (or the exchange on which the shares of the Company’s Class A common stock are then listed) is

greater than or equal to $12.00 for any ten trading days within any twenty consecutive trading day period within the five-year

period following the Closing.

The Founders Stock Letter also provides that the Sponsor will bear any transaction costs in excess

of $20,000,000 that are allocable to the Company in accordance with the Business Combination Agreement, excluding any costs associated

with the PIPE Financing (as defined below).

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

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

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

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

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

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

333-249549 ) (as amended, the “Registration

Statement”) relating to the Business Combination.

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

The Company has mailed the definitive proxy statement/prospectus/consent solicitation statement relating to the special meeting

of the Company’s stockholders in connection with the Business Combination.

The proxy statement/prospectus/consent

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

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

customary closing conditions.

Concern Consideration

accompanying 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.

Through December 31, 2020, the Company’s liquidity needs have been satisfied through receipt of a $25,000 capital contribution

from the Sponsor in exchange for the issuance of the Founder Shares (Note 4) to the Sponsor, approximately $251,000 in loans from

the Sponsor (which were 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.

As of December 31,

2020, the Company had approximately $112,000 in its 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 the Trust Account).

In addition, in order to finance

transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s

officers and directors intend to, but are not obligated to, loan the Company funds as may be required (“Working Capital

Loans”).

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

Management has determined

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

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

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

However, in connection with the Company’s

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,”

has determined that the Company’s mandatory liquidation and subsequent dissolution, should the Company be unable to consummate

a Business Combination by July 2021, raise substantial doubt about the Company’s ability to continue as a going concern.

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.

Description of Business and Basis of Presentation

ChargePoint Holdings, Inc.

(“ChargePoint” or the “Company”, “it”, “its”) designs, develops and markets networked electric vehicle (“EV”) charging system infrastructure (“Networked Charging Systems”) and cloud-based services which enable consumers the ability to locate, reserve, authenticate and transact EV charging sessions (“Cloud” or “Cloud Services”).

As part of ChargePoint’s Networked Charging Systems, subscriptions and other offerings, it provides an open platform that integrates with system hardware from ChargePoint and other manufacturers, connecting systems over an intelligent network that provides real-time information about charging sessions and full control, support and management of the Networked Charging Systems.

This network provides multiple web-based portals for charging system owners, fleet managers, drivers and utilities.

On September 23, 2020, ChargePoint, Inc.

entered into a merger agreement (the “Merger Agreement”) with Switchback Energy Acquisition Corporation (“Switchback”).

On February 26, 2021 (the “Closing Date”), Switchback consummated the previously announced transactions contemplated by the Merger Agreement pursuant to which Lightning Merger Sub Inc., a wholly owned subsidiary of Switchback incorporated in the State of Delaware (“Merger Sub”), merged with ChargePoint, Inc., a Delaware corporation (“Legacy ChargePoint”);

Legacy ChargePoint survived as a wholly-owned subsidiary of Switchback (the “Merger” and, collectively with the other transactions described in the Merger Agreement, the “Reverse Recapitalization”).

On the Closing Date, and in connection with the closing of the Merger (the “Closing”), Switchback changed its name to ChargePoint Holdings, Inc.

In addition, as part of the Merger, certain investors purchased an aggregate of 22,500,000 shares of common stock (“PIPE Investors”) concurrently with the Closing for an aggregate purchase price of $ 225.0 million.

The Company’s fiscal year ends on January 31.

References to fiscal years 2022, 2021, and 2020 relate to the fiscal years ended January 31, 2022, January 31, 2021, and January 31, 2020, respectively.

Basis of Presentation

The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.

All intercompany transactions and balances have been eliminated in consolidation.

The Company’s consolidated financial statements have been prepared on the basis of continuity of operations, the realization of assets, and the satisfaction of liabilities in the ordinary course of business.

Since inception, the Company has been engaged in developing its product offerings, raising capital, and recruiting personnel and it has incurred net operating losses and negative cash flows from operations in every year since inception and expects this to continue for the foreseeable future.

As of January 31, 2022, the Company had an accumulated deficit of $ 811.7 million.

The Company has funded its operations primarily with proceeds from the issuance of redeemable convertible preferred stock, exercise proceeds from options and warrants, borrowings under its loan facilities, and proceeds from the Merger.

In February 2021, the Company received cash proceeds of $ 484.1 million from the Merger.

The Company had cash, cash equivalents, and restricted cash of $ 315.6 million as of January 31, 2022.As of the date on which these consolidated financial statements were issued, the Company believes that its cash on hand, together with cash generated from sales to customers, will satisfy its working capital and capital requirements for at least the next twelve months following the issuance of the consolidated financial statements.

If adequate funds are not available to the Company on a timely basis, it may be required to delay, limit, reduce, or terminate certain commercial efforts, or pursue merger or acquisition strategies, all of which could adversely affect the holdings or the rights of the Company’s stockholders.

Revision of Prior Period Financial Disclosure

Management determined that the Company had incorrectly reported the liquidation preference value of its redeemable convertible preferred stock in its consolidated financial statements as of January 31, 2021 as $ 693.5 million, as included in its annual consolidated financial statements filed on Form 8-K/A on April 1, 2021.

Additionally, this liquidation preference value as of January 31, 2021 was incorrectly reported as $ 17,493.0 million in its condensed consolidated balance sheets included in the first, second and third quarter of fiscal 2022 as filed in its respective Quarterly Reports on Form 10-Q.

These errors were due to a clerical error and the correct liquidation preference value as of January 31, 2021 should have been reported as $ 710.3 million.

This error did not impact the statement of operations, statement of cash flows, consolidated statements of redeemable convertible preferred stock and stockholders’ equity (deficit) or related footnotes to the consolidated financial statements.

Additionally, all of the redeemable convertible preferred stock was converted to common stock in the Reverse Recapitalization on February 26, 2021, and the redeemable convertible preferred stock and its liquidation preference value ceased to exist at that time.

The Company assessed the materiality of the misstatement and concluded the

misstatements were immaterial to the previously issued annual consolidated financial statements for the period ending January 31, 2021 and interim financial statements thereafter;

however, the Company elected to revise the previously reported amounts included in this filing.

Summary of Significant Accounting Policies

preparation of these consolidated financial statements in conformity with GAAP requires the Company’s management to make

estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities

at the date of the balance sheet and the reported amounts of revenue and expenses during the reporting period.

It is at least

reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date

of the balance sheet, which management considered in formulating its estimate, could change due to one or more future events.

Actual results could differ from these estimates.

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,

which, at times, may exceed the Federal Deposit Insurance Corporation limit of $250,000, and investments held in the Trust Account.

At December 31, 2020, the Company has not experienced losses on these accounts, and management believes that the Company is not

exposed to significant risks on such accounts.

The Company’s investments held in the Trust Account as of December 31, 2020

are comprised of money market funds which invest only in direct U.S.

government treasury obligations.

of Consolidation

consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Merger Sub, at December

All significant inter-company transactions and balances have been eliminated in consolidation.

Held in the Trust Account

Company’s portfolio of investments held in the Trust Account is comprised of 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 investments in money market

funds that invest in U.S.

government securities, or a combination thereof.

The Company’s investments held in the Trust Account

are classified as trading securities.

Trading securities are presented on the balance sheets at fair value at the end of each

reporting period.

Gains and losses resulting from the change in fair value of these securities is included in gain on marketable

securities, dividends and interest held in Trust Account in the accompanying consolidated statement of operations.

The estimated

fair values of investments held in the Trust Account are determined using available market information.

Value of Financial Instruments

value is defined as the price that would be received for the sale of an asset or paid for the transfer of a liability in an orderly

transaction between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes

the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets

for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

Level 1, defined

as observable inputs such as quoted prices for identical instruments in active markets;

Level 2, defined

as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices

for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

Level 3, defined

as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,

such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers

are unobservable.

some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest

level input that is significant to the fair value measurement.

of December 31, 2020, the carrying values of cash, accounts payable, accrued expenses, due to related party and taxes payable

approximate their fair values due to the short-term nature of the instruments.

The Company’s portfolio of investments held

in the Trust Account is comprised of investments in U.S.

Treasury securities with an original maturity of 185 days or less, or

in money market funds which invest only in direct U.S.

government treasury obligations, and are recognized at fair value.

fair value for trading securities is determined using quoted market prices in active markets.

Costs Associated with the Public Offering

costs consist of legal, accounting, underwriting fees and other costs that were directly related to the Public Offering and that

were charged to stockholders’

equity upon the completion of the Public Offering in July and September 2019.

of Class A Common Stock Subject to Possible Redemption

of the Company’s 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 the Company’s Class A common stock (including shares of the

Company’s 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 the Company’s control) are classified as temporary

At all other times, shares of the Company’s Class A common stock are classified as stockholders’

of the Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s

control and subject to the occurrence of uncertain future events.

Accordingly, at December 31, 2020 and 2019, 29,548,906 and 30,047,981

shares of the Company’s 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.

The Company has 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 the Company’s Class A common

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

Net income per share, basic and diluted for the Company’s Class A

common stock for the 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 the Company’s Class A common stock outstanding for the period

of 31,411,763 shares.

Net loss per share, basic and diluted for the Company’s 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 the Company’s

Class B common stock outstanding for the period of 7,852,941 shares.

income per share, basic and diluted for the Company’s 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 the Company’s Class A common stock outstanding for the period of 31,092,978 shares.

Net loss per share, basic and diluted for the Company’s 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 the Company’s Class B common stock outstanding for the period of 7,852,941 shares.

The Company follows the asset and liability method of accounting for income

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences

between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary

differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates

is recognized in income in the period that included the enactment date.

Valuation allowances are established, when necessary, to

reduce deferred tax assets to the amount expected to be realized.

As of December 31, 2020 and 2019, the Company had deferred tax

assets aggregating approximately $1.4 million and $223,000, respectively, which had a full valuation allowance recorded against

them as of December 31, 2020 and 2019.

tax benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

There were no unrecognized tax benefits as of December 31, 2020 and 2019.

The Company recognizes accrued interest and penalties

related to unrecognized tax benefits as income tax expense.

No amounts were accrued for the payment of interest and penalties

as of December 31, 2020 and 2019.

The Company is currently not aware of any issues under review that could result in significant

payments, accruals or material deviation from its position.

The Company is subject to income tax examinations by major taxing

authorities since inception.

Use of Estimates

The preparation of the accompanying consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions about future events.

These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenue and expenses.

Actual results and outcomes could differ significantly from the Company’s estimates, judgments, and assumptions.

Significant estimates include determining standalone selling price for performance obligations in contracts with customers, the estimated expected benefit period for deferred contract acquisition costs, allowances for expected credit losses, inventory reserves, the useful lives of long-lived assets, the determination of the incremental borrowing rate used for operating lease liabilities, the valuation of redeemable convertible preferred stock warrants and common stock warrants, including common stock warrants as a result of the Merger, contingent earnout liability, valuation of acquired goodwill and intangible assets, the value of common stock and other assumptions used to measure stock-based compensation, and the valuation of deferred income tax assets and uncertain tax positions.

These estimates and assumptions are based on management’s best estimates and judgment.

Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances.

The Company adjusts such estimates and assumptions when facts and circumstances dictate.

Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods.

As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions.

Concentration of Credit Risk and Other Risks and Uncertainties

Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable.

Cash and cash equivalents are held in domestic and foreign cash accounts with large, creditworthy financial institutions.

The Company has not experienced any losses on its deposits of cash and cash equivalents through deposits with federally insured commercial banks and at times cash balances may be in excess of federal insurance limits.

Short-term investments consist of U.S.

treasury bills that carry high-credit ratings and accordingly, minimal credit risk exists with respect to these balances.

Accounts receivable are stated at the amount the Company expects to collect.

The Company generally does not require collateral or other security in support of accounts receivable.

To reduce credit risk, management performs ongoing credit evaluations of its customers’ financial condition.

Concentration of credit risk with respect to trade accounts receivable is considered to be limited due to the diversity of the Company’s customer base and geographic sales areas.

As of January 31, 2022, no customer individually accounted for 10% or more of accounts receivable, net.

As of January 31, 2021, there was one customer that accounted for 10 % or more of accounts receivable, net.

For the years ended January 31, 2022, 2021, and 2020 there were no customers that represented 10% or more of total revenue.

The Company’s revenue is concentrated in the infrastructure needed for charging EVs, an industry which is highly competitive and rapidly changing.

Significant technological changes within the industry or customer requirements, or the emergence of competitive products with new capabilities or technologies, could adversely affect the Company’s operating results.

In December 2019, COVID-19 was first reported to the World Health Organization (“WHO”), and in January 2020, the WHO declared the outbreak to be a public health emergency.

In March 2020, the WHO characterized COVID-19 as a pandemic.

Since then, the COVID-19 pandemic and efforts to control its spread have significantly curtailed the movement of people, goods, and services worldwide.

As a result, the Company has temporarily closed its headquarters and most of its other offices, enabled its employees and contractors to work remotely, implemented travel restrictions, implemented cost cutting measures, and shifted Company events and meetings to virtual-only experiences, all of which may continue for an indefinite amount of time and represent a significant disruption in how it operates its business.

The operations of the Company’s partners, vendors, and customers have likewise been disrupted.

While the duration and extent of the COVID-19 pandemic depends on future developments that cannot be accurately predicted at this time, such as the extent and effectiveness of containment and mitigation actions, it has already had an adverse effect on the global economy, and the ultimate societal and economic impact of the COVID-19 pandemic remains unknown.

In particular, the conditions caused by this pandemic may affect the rate of global infrastructure spending, which could adversely affect demand for the Company’s platform.

Further, the COVID-19 pandemic has caused the Company to experience, in some cases, longer sales cycles and an increase in certain prospective and current customers seeking lower prices or other more favorable contract terms, and has limited the ability of its direct sales force to travel to customers and potential customers.

In addition, the COVID-19 pandemic could reduce the value or duration of subscriptions, negatively impact collections of accounts receivable, reduce expected spending from the Company’s paying customers, cause some of its paying customers to go out of business, and affect contraction or attrition rates of its paying customers, all of which could adversely affect the Company’s business, results of operations, and financial condition.

Additionally, concerns over the economic

impact of COVID-19 have caused extreme volatility in financial and other capital markets, which may adversely affect the Company’s ability to access capital markets in the future.

While the Company has developed and continues to develop plans to help mitigate the potential negative impact of COVID-19, these efforts may not be effective, and any protracted economic downturn will likely limit the effectiveness of its efforts.

Accordingly, it is not possible for the Company to predict the duration and ultimate extent to which this will affect its business, future results of operations, and financial condition at this time.

Segment Reporting

Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance.

The Company operates as one operating segment because its CODM, who is its Chief Executive Officer, reviews its financial information on a consolidated basis for purposes of making decisions regarding allocating resources and assessing performance.

The Company has no segment managers who are held accountable by the CODM for operations, operating results, and planning for levels of components below the consolidated unit level.

Cash, Cash Equivalents, and Restricted Cash

The Company considers all highly liquid investments with an original maturity of three months or less, when purchased, to be cash equivalents.

Cash equivalents may be invested in money market funds.

Cash and cash equivalents are carried at cost, which approximates their fair value.

Restricted cash of $ 0.4 million as of January 31, 2022, 2021 and 2020 relates to cash deposits restricted under letters of credit issued in support of customer agreements.

The reconciliation of cash, cash equivalents, and restricted cash to amounts presented in the consolidated statements of cash flows were as follows:

2022 2021 2020

(in thousands)

Cash and cash equivalents $ 315,235 $ 145,491 $ 72,753

Restricted cash 400 400 400

Total cash, cash equivalents, and restricted cash $ 315,635 $ 145,891 $ 73,153

Accounts Receivable, net

Accounts receivable are recorded at the invoiced amount and are non-interest bearing.

The Company performs ongoing credit evaluations of its customers and maintains an allowance for expected credit losses related to its existing accounts receivable and net realizable value to ensure trade receivables are not overstated due to uncollectibility.

Allowances are provided for individual accounts receivable when the Company becomes aware of a customer’s inability to meet its financial obligations, such as in the case of bankruptcy, deterioration in the customer’s operating results, or change in financial position.

If circumstances related to customers change, estimates of the recoverability of receivables are further adjusted.

The Company also considers broader factors in evaluating the sufficiency of its allowances, including the length of time receivables are past due, macroeconomic conditions, significant one-time events, and historical experience.

When the Company determines that there are accounts receivable that are uncollectible, they are written off against the allowance.

The change in the allowance for expected credit losses for the years ended January 31, 2022, 2021, and 2020 was as follows:

Balance Additions

Expense Write-offs Ending

(in thousands)

Year ended January 31, 2022

Allowance for expected credit losses $ 2,000 $ 3,835 $ ( 251 ) $ 5,584

Year ended January 31, 2021

Allowance for expected credit losses $ 2,000 $ 121 $ ( 121 ) $ 2,000

Year ended January 31, 2020

Allowance for expected credit losses $ 3,124 $ 339 $ ( 1,463 ) $ 2,000

Inventories are stated at the lower of cost or net realizable value.

Cost is computed using standard cost, which approximates actual cost, on a first-in, first-out basis.

Inventory levels are analyzed periodically and written down to their net realizable value if they have become obsolete, have a cost basis in excess of expected net realizable value or are in excess of expected demand.

The Company analyzes current and future product demand relative to the remaining product life to identify potential excess inventories.

The write-down is measured as the difference between the cost of the inventories and net realizable value and charged to inventory reserves, which is a component of cost of revenue.

At the point of the loss recognition, a new, lower cost basis for those inventories is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.

Property and Equipment, net

Property and equipment are stated at cost, less accumulated depreciation and amortization.

Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, as follows:

Furniture and fixtures 3 to 5 years

Computers and software 3 to 5 years

Machinery and equipment 3 to 5 years

Tooling 3 to 5 years

Leasehold improvements Shorter of the estimated lease term or useful life

Owned and operated systems 5 to 7 years

Leasehold improvements are amortized over the shorter of estimated useful lives of the assets or the lease term.

Expenditures for repairs and maintenance are charged to expense as incurred.

Upon disposition, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is reflected in the consolidated statements of operations.

ChargePoint-as-a-Service (“CPaaS”) combines the customer’s use of the Company’s owned and operated systems with Cloud subscription software (“Cloud”) and the Company’s Assure program (“Assure”) into a single subscription.

When CPaaS contracts contain a lease, the underlying asset is carried at its carrying value within property and equipment, net on the consolidated balance sheets.

Internal-Use Software Development Costs

The Company capitalizes qualifying internal-use software development costs incurred during the application development stage for internal tools and cloud-based applications used to deliver its services, provided that management with the relevant authority authorizes and commits to the funding of the project, it is probable the project will be completed, and the software will be used to perform the function intended.

Costs related to preliminary project activities and post implementation activities are expensed as incurred.

Capitalized internal-use software development costs are included in property and equipment and are amortized on a straight-line basis over their estimated useful lives once it is ready for its intended use.

Amortization of capitalized internal-use software development costs is included within cost of revenue for networked charging systems and subscriptions, research and development expense, sales and marketing expense, and general and administrative expense based on the use of the software.

Costs incurred for enhancements that are expected to result in additional material functionality are capitalized.

As of January 31, 2022 and 2021 capitalized costs have not been material.

The Company determines if a contract is a lease or contains a lease at the inception of the contract and reassesses that conclusion if the contract is modified.

All leases are assessed for classification as an operating lease or a finance lease.

Operating lease right-of-use (“ROU”) assets are presented separately on the Company’s consolidated balance sheets.

Operating lease liabilities are separated into a current portion, included within accrued and other current liabilities on the Company’s consolidated balance sheets, and a noncurrent portion included within operating lease liabilities on the Company’s consolidated balance sheets.

The Company does not have material finance leases.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease.

The Company does not obtain and control its right to use the asset until the lease commencement date.

The Company’s lease liabilities are recognized at the applicable lease commencement date based on the present value of the lease payments required to be paid over the lease term.

As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate to discount the lease payments to present value.

The estimated incremental borrowing rate is derived from information available at the lease commencement date.

The Company’s ROU assets are also recognized at the applicable lease

commencement date.

The ROU asset equals the carrying amount of the related lease liability, adjusted for any lease payments made prior to lease commencement and lease incentives provided by the lessor.

Variable lease payments are expensed as incurred and do not factor into the measurement of the applicable ROU asset or lease liability.

The term of the Company’s leases equals the non-cancellable period of the lease, including any rent-free periods provided by the lessor, and also includes options to renew or extend the lease (including by not terminating the lease) that the Company is reasonably certain to exercise.

The Company establishes the term of each lease at lease commencement and reassesses that term in subsequent periods when one of the triggering events outlined in ASC 842 occurs.

Operating lease cost for lease payments is recognized on a straight-line basis over the lease term.

The Company’s lease contracts often include lease and non-lease components.

The Company has elected the practical expedient offered by the standard to not separate the lease from non-lease components and accounts for them as a single lease component.

The Company elected the package of practical expedients permitted under the transition guidance, which allows the Company to carry forward its historical lease classification, its assessment on whether a contract is or contains a lease, and its initial direct costs for any leases that existed prior to adoption of the new standard.

The Company has elected, for all classes of underlying assets, not to recognize ROU assets and lease liabilities for leases with a term of twelve months or less.

Lease cost for short-term leases is recognized on a straight-line basis over the lease term.

The Company leases networked charging systems to customers within certain CPaaS contracts.

The leasing arrangements the Company enters into with lessees are operating leases, and as a result, the underlying asset is carried at its carrying value as owned and operated systems within property and equipment, net on the consolidated balance sheets.

Adoption of ASC 842 did not have a material impact on the Company’s accounting as a lessor.

Impairment of Long-Lived Assets

The Company evaluates long-lived assets or asset groups for impairment whenever events indicate that the carrying amount of an asset or asset group may not be recoverable based on expected future cash flows attributable to that asset or asset group.

Recoverability of assets held and used is measured by comparison of the carrying amounts of an asset or an asset group to the estimated future undiscounted cash flows which the asset or asset group is expected to generate.

If the carrying amount of an asset or asset group exceeds estimated undiscounted future cash flows, then an impairment charge would be recognized based on the excess of the carrying amount of the asset or asset group over its fair value.

Assets to be disposed of are reported at the lower of their carrying amount or fair value less costs to sell.

There were no impairments of long-lived assets for the years ended January 31, 2022, 2021, and 2020.

Business Combinations

The total purchase consideration for an acquisition is measured as the fair value of the assets transferred, equity instruments issued, and liabilities assumed at the acquisition date.

Costs that are directly attributable to the acquisition are expensed as incurred and included in general and administrative expense in the Company’s consolidated statements of operations.

Identifiable assets (including intangible assets), liabilities assumed (including contingent liabilities), and noncontrolling interests in an acquisition are measured initially at their fair values at the acquisition date.

The Company recognizes goodwill if the fair value of the total purchase consideration and any noncontrolling interests is in excess of the net fair value of the identifiable assets acquired and the liabilities assumed.

Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, cost of capital, future cash flows, and discount rates.

The Company’s estimates of fair value are based on assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.

During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill.

The Company includes the results of operations of the acquired business in the consolidated financial statements beginning on the acquisition date.

Goodwill represents the excess of the purchase price of an acquired business over the fair value of the net tangible and identifiable intangible assets acquired.

The carrying amount of goodwill is reviewed for impairment at least annually, in the fourth quarter, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

As of January 31, 2022 and 2021, the Company had a single operating segment and reporting unit structure.

As part of the annual goodwill impairment test performed in the fourth quarter, the Company first performs a qualitative assessment to determine whether further impairment testing is necessary.

If, as a result of the qualitative assessment, it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the quantitative impairment test will be required.

If the Company has determined it necessary to perform a quantitative impairment assessment, the Company will compare the fair value of the reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, limited to the total amount of goodwill of the reporting unit.

The carrying value of goodwill was $ 218.5 million as of January 31, 2022 and $ 1.2 million as of January 31, 2021, and no goodwill impairment has been recognized to date.

Intangible Assets

Intangible assets consist primarily of customer relationships and developed technology.

Acquired intangible assets are initially recorded at the acquisition-date fair value and amortized on a straight line basis over their estimated useful lives ranging from 6 to 10 years.

Fair Value of Financial Instruments

Fair value is defined as an exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants.

Assets and liabilities measured at fair value are classified into the following categories based on the inputs used to measure fair value:

• (Level 1) — Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;

• (Level 2) — Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly;

• (Level 3) — Inputs that are unobservable for the asset or liability.

The Company classifies financial instruments in Level 3 of the fair value hierarchy when there is reliance on at least one significant unobservable input to the valuation model.

In addition to these unobservable inputs, the valuation models for Level 3 financial instruments typically also rely on a number of inputs that are readily observable, either directly or indirectly.

The Company’s assessment of a particular input to the fair value measurement requires management to make judgments and consider factors specific to the asset or liability.

The fair value hierarchy requires the use of observable market data when available in determining fair value.

The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each period.

There were no transfers between levels during the periods presented.

The Company had no material non-financial assets valued on a non-recurring basis that resulted in an impairment in any period presented.

The carrying values of the Company’s cash equivalents, accounts receivable, net, accounts payable, and accrued and other current liabilities approximate fair value based on the highly liquid, short-term nature of these instruments.

Redeemable Convertible Preferred Stock Warrants

During the fiscal year ended January 31, 2021 and 2020, warrants to purchase shares of the Company’s Series B, D, and E redeemable convertible preferred stock were classified as liabilities as the underlying redeemable convertible preferred stock was considered redeemable and may require the Company to transfer assets upon exercise.

Redeemable convertible preferred stock warrants are recorded within noncurrent liabilities on the consolidated balance sheets.

The warrants were recorded at fair value upon issuance and are subject to remeasurement to fair value at each balance sheet date.

Changes in fair value of the redeemable convertible preferred stock warrant liability are recorded in the consolidated statements of operations.

During the fiscal year ended January 31, 2022, all redeemable convertible preferred stock were converted to common stock after the Merger.

Common Stock Warrant Liabilities

The Company assumed 10,470,562 publicly-traded warrants (“Public Warrants”) and 6,521,568 private placement warrants issued to NGP Switchback, LLC, the sponsor of Switchback (“Private Placement Warrants” and, together with the Public Warrants, the “Common Stock Warrants”) upon the Merger, all of which were issued in connection with Switchback’s initial public offering and subsequent overallotment (other than 1,000,000 Private Placement Warrants which were issued in connection with the closing of the Merger) and entitle the holder to purchase one share of the Company’s Common Stock, par value $ 0.0001 (“Common Stock”), at an exercise price of $ 11.50 per share.

During the fiscal year ended January 31, 2022, 10,226,081 Public Warrants and 6,511,133 Private Placement Warrants were exercised and the remaining 244,481 Public Warrants outstanding as of July 6, 2021, were redeemed for cash.

The Public Warrants, prior to their redemption, were publicly traded and were exercisable for cash unless certain conditions occurred , such as the redemption by the Company under certain conditions, at which time the warrants could be cashlessly exercised, or the Company’s failure to have an effective registration statement related to the shares issuable upon exercise.

The Private Placement Warrants are not redeemable for cash so long as they are held by the initial purchasers or their permitted transferees but may be redeemable for Common Stock if certain other conditions are met.

If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Pu blic Warrants.

The Company evaluated the Common Stock Warrants and concluded that they do not meet the criteria to be classified within stockholders’ equity.

The agreement governing the Common Stock Warrants includes a provision (“Replacement of Securities Upon Reorganization”), the application of which could result in a different settlement value for the Common Stock Warrants depending on their holder.

Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Company’s ordinary shares, the Private Placement Warrants are not considered to be “indexed to the Company’s own stock.” In addition, the provision provides that in the event of a tender or exchange offer accepted by holders of more than 50% of the outstanding shares of the Company’s ordinary shares, all holders of the Common Stock Warrants (both the Public Warrants and the Private Placement Warrants) would be entitled to receive cash for all of their Common Stock Warrants.

Specifically, in the event of a qualifying cash tender offer (which could be outside of the Company’s control), all Common Stock Warrant holders would be entitled to cash, while only certain of the holders of the Company’s ordinary shares may be entitled to cash.

These provisions preclude the Company from classifying the Common Stock Warrants in stockholders’ equity.

As the Common Stock Warrants meet the definition of a derivative, the Company recorded these warrants as liabilities on the consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of operations and comprehensive loss at each reporting date.

Contingent Earnout Liability

In connection with the Reverse Recapitalization and pursuant to the Merger Agreement, eligible ChargePoint equity holders were entitled to receive as additional merger consideration shares of the Company’s Common Stock upon the Company achieving certain Earnout Triggering Events (as described in the Merger Agreement and Note 11, Stock Warrants and Earnout ).

In accordance with ASC 815-40, the earnout shares were not indexed to the Common Stock and therefore were accounted for as a liability at the Reverse Recapitalization date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of other income (expense), net in the consolidated statements of operations.

The estimated fair value of the contingent consideration was determined using a Monte Carlo simulation using a distribution of potential outcomes on a monthly basis over the Earnout Period (as defined in Note 11, Stock Warrants and Earnout ) prioritizing the most reliable information available.

The assumptions utilized in the calculation were based on the achievement of certain stock price milestones, including the current Company Common Stock price, expected volatility, risk-free rate, expected term and dividend rate.

Until its settlement, the contingent earnout liability was categorized as a Level 3 fair value measurement (see Fair Value of Financial Instruments accounting policy as described above) because the Company estimated projections during the Earnout Period utilizing unobservable inputs.

Contingent earnout payments involve certain assumptions requiring significant judgment and actual results can differ from assumed and estimated amounts.

Revenue Recognition

ChargePoint accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customer s (“ASC 606”).

The Company recognizes revenue using the following five-step model as prescribed by ASC 606:

• Identification of the contract, or contracts, with a customer;

• Identification of the performance obligations in the contract;

• Determination of the transaction price;

• Allocation of the transaction price to the performance obligations in the contract;

• Recognition of revenue when, or as, the Company satisfies a performance obligation.

Significant judgment and estimates are necessary for the allocation of the proceeds received from an arrangement to the multiple performance obligations and the appropriate timing of revenue recognition.

The Company enters into contracts with customers that regularly include promises to transfer multiple products and services, such as charging systems, software subscriptions, extended maintenance, and professional services.

For arrangements with multiple products or services, the Company evaluates whether the individual products or services qualify as distinct performance obligations.

In its assessment of whether products or services are a distinct performance obligation, the Company determines whether the customer can benefit from the product or service on its own or with other readily available resources and whether the service is separately identifiable from other products or services in the contract.

This evaluation requires the Company to assess the nature of each of its networked charging systems, subscriptions, and other offerings and how each is provided in the context of the contract, including whether they are significantly integrated which may require judgment based on the facts and circumstances of the contract.

The transaction price for each contract is determined based on the amount the Company expects to be entitled to receive in exchange for transferring the promised products or services to the customer.

Collectability of revenue is reasonably assured based on historical evidence of collectability of fees the Company charges its customers.

The transaction price in the contract is allocated to each distinct performance obligation in an amount that represents the relative amount of consideration expected to be received in exchange for

satisfying each performance obligation.

Revenue is recognized when performance obligations are satisfied.

Revenue is recorded based on the transaction price excluding amounts collected on behalf of third parties such as sales taxes, which are collected on behalf of and remitted to governmental authorities, or driver fees, collected on behalf of customers who offer public charging for a fee.

When agreements involve multiple distinct performance obligations, the Company accounts for individual performance obligations separately if they are distinct.

The Company applies significant judgment in identifying and accounting for each performance obligation, as a result of evaluating terms and conditions in contracts.

The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis.

The Company determines SSP based on observable standalone selling price when it is available, as well as other factors, including the price charged to its customers, its discounting practices, and its overall pricing objectives, while maximizing observable inputs.

In situations where pricing is highly variable, or a product is never sold on a stand-alone basis, the Company estimates the SSP using the residual approach.

The Company usually bills its customers at the onset of the arrangement for both the products and a predetermined period of time for services.

Contracts for services typically range from annual to multi-year agreements with typical payment terms of 30 to 90 days.

Networked charging systems revenue

Networked charging systems revenue includes revenue related to the deliveries of EV charging system infrastructure.

The Company recognizes revenue from sales of networked charging systems upon shipment to the customer, which is when the performance obligation has been satisfied.

Subscriptions revenue

Subscriptions revenue consists of services related to Cloud, as well as extended maintenance service plans under Assure.

Subscriptions revenue is recognized over time on a straight-line basis as the Company has a stand-ready obligation to deliver such services to the customer.

Subscriptions revenue also consists of CPaaS revenue, which combines the customer’s use of the Company’s owned and operated systems with Cloud and Assure programs into a single subscription.

CPaaS subscriptions contain a lease for the customer’s use of the Company’s owned and operated systems unless the location allows the Company to receive incremental economic benefit from regulatory credits earned on that owned and operated system.

The leasing arrangements the Company enters into with lessees are operating leases.

The Company recognizes operating lease revenue on a straight-line basis over the lease term and expenses deferred initial direct costs on the same basis.

Lessor revenue relates to operating leases and historically has not been material.

Other revenue

Other revenue consists of fees received for transferring regulatory credits earned for participating in low carbon fuel programs in jurisdictions with such programs, charging related fees received from drivers using charging sites owned and operated by the Company, net transaction fees earned for processing payments collected on driver charging sessions at charging sites owned by ChargePoint customers, and other professional services.

Revenue from regulatory credits is recognized at the point in time the regulatory credits are transferred.

Revenue from fees for owned and operated sites is recognized over time on a straight-line basis over the performance period of the service contract as the Company has a stand-ready obligation to deliver such services.

Revenue from driver charging sessions and charging transaction fees is recognized at the point in time the charging session or transaction is completed.

Revenue from professional services is recognized as the services are rendered.

Remaining Performance Obligations

Remaining performance obligations represents the amount of contracted future revenue not yet recognized as the amounts relate to undelivered performance obligations, including both deferred revenue and non-cancelable contracted amounts that will be invoiced and recognized as revenue in future periods.

The Company’s Assure, Cloud, and CPaaS subscription terms typically range from one to five years .

Revenue expected to be recognized from remaining performance obligations was $ 163.9 million as of January 31, 2022, of which 50 % is expected to be recognized over the next twelve months and the remainder thereafter.

Deferred Revenue

Deferred revenue represents billings or payments received in advance of revenue recognition and is recognized in revenue upon transfer of control.

Balances consist primarily of software subscription services and extended Assure maintenance services not yet provided as of the balance sheet date.

Contract assets, which represent services provided or products transferred to customers in advance of the date the Company has a right to invoice, are netted against deferred revenue on a customer-by-customer basis.

Deferred revenue that will be recognized during the succeeding twelve-month period is recorded as deferred revenue with the remainder recorded as deferred revenue, noncurrent on the consolidated balance sheets.

Total deferred revenue was $ 146.8 million and $ 89.8 million as of January 31, 2022 and 2021, respectively.

The Company recognized $ 40.9 million, $ 39.4 million, and $ 25.5 million of revenue during the

years ended January 31, 2022, 2021, and 2020, respectively, that was included in the deferred revenue balance at the beginning of the respective period.

Cost of Revenue

Cost of networked charging systems revenue includes the material costs for parts and manufacturing costs for the hardware products, compensation, including salaries and related personnel expenses, including stock-based compensation, warranty provisions, depreciation of manufacturing related equipment and facilities, amortization of capitalized internal-use software development costs, and allocated overhead costs.

Costs for shipping and handling are recorded in cost of revenue as incurred.

Cost of subscriptions revenue includes network and wireless connectivity costs for subscription services, field maintenance costs for Assure to support the Company’s network of systems, depreciation of owned and operated systems used in CPaaS arrangements, amortization of capitalized internal-use software development costs, allocated overhead costs, and support costs to manage the systems and helpdesk services for drivers and site hosts.

Cost of other revenue includes costs for the Company’s owned and operated charging sites, as well as costs of environmental and professional services.

Costs to Obtain a Customer Contract

Sales commissions are considered incremental and recoverable costs of acquiring customer contracts.

Beginning at the Company’s adoption of ASC 606 on February 1, 2019, incremental and recoverable costs for the sale of cloud enabled software and extended maintenance service plans are capitalized as deferred contract acquisition costs within prepaid expenses and other current assets and other assets on the consolidated balance sheets and amortized on a straight-line basis over the anticipated benefit period of five years .

The benefit period was estimated by taking into consideration the length of customer contracts, renewals, technology lifecycle, and other factors.

This amortization is recorded within sales and marketing expense in the Company’s consolidated statements of operations.

The sales commissions paid related to the sale of networked charging systems are expensed as incurred.

The Company elected the practical expedient that permits the Company to apply ASC Subtopic 340-40, “Other Assets and Deferred Costs-Contracts with Customers,” (“ASC 340”) to a portfolio containing multiple contracts, as they are similar in their characteristics, and the financial statement effects of applying ASC Subtopic 340-40 to that portfolio would not differ materially from applying it to the individual contracts within that portfolio.

Changes in the deferred contract acquisition costs during the years ended January 31, 2022 and 2021 were as follows:

(in thousands)

Balance as of January 31, 2020

Capitalization of deferred contract acquisition costs 2,908

Amortization of deferred contract acquisition costs ( 1,206 )

Balance as of January 31, 2021

Capitalization of deferred contract acquisition costs 3,381

Amortization of deferred contract acquisition costs ( 1,786 )

Balance as of January 31, 2022

Deferred acquisition costs capitalized on the consolidated balance sheets were as follows:

(in thousands)

Deferred contract acquisition costs, current $ 2,104 $ 1,550

Deferred contract acquisition costs, noncurrent 5,025 3,984

Total deferred contract acquisition costs $ 7,129 $ 5,534

Research and Development

Research and development expenses consist primarily of salary and related expenses, including stock-based compensation, for personnel related to the development of improvements and expanded features for the Company’s products and services, as well as quality assurance, testing, product management, amortization of capitalized internal-use software, and allocated overhead.

Research and development costs are expensed as incurred.

Stock-based Compensation

The Company measures and recognizes stock-based compensation expense for all stock-based awards granted to employees and directors based on the estimated fair value of the awards on the date of grant, which for options is using the Black-Scholes option pricing model.

The Black-Scholes option pricing model requires the input of highly subjective assumptions, including the fair value of the underlying common stock, the expected term of the option, the expected volatility of the price of the Company’s common stock, risk-free interest rates, and the expected dividend yield of the Company’s common stock.

The assumptions used to determine the fair value of the awards represent management’s best estimates.

These estimates involve inherent uncertainties and the application of management’s judgment.

The fair values of restricted stock units were determined based on the fair value of the Company’s common stock on grant date.

The determination of the grant date fair value of stock option awards issued is affected by a number of variables, including the fair value of ChargePoint’s underlying Common Stock, expected Common Stock price volatility over the term of the option award, the expected term of the award, risk-free interest rates, and the expected dividend yield of ChargePoint Common Stock.

• Fair value of the underlying common stock:

For the fiscal year ended January 31, 2021 and 2020, the absence of a public market for Legacy ChargePoint’s common stock required its board of directors to estimate the fair value of its common stock for purposes of granting options and for determining stock-based compensation expense by considering several objective and subjective factors, including contemporaneous third-party valuations, actual and forecasted operating and financial results, market conditions and performance of comparable publicly traded companies, developments and milestones in Legacy ChargePoint, the rights and preferences of common and redeemable convertible preferred stock, and transactions involving the Legacy ChargePoint’s stock.

The fair value of the Legacy ChargePoint’s common stock was determined in accordance with applicable elements of the American Institute of Certified Public Accountants guide, Valuation of Privately Held Company Equity Securities Issued as Compensation.

• Expected volatility (Stock Options):

As Legacy ChargePoint was not publicly traded, the expected volatility for Legacy ChargePoint’s stock options were determined by using an average of historical volatilities of selected industry peers deemed to be comparable to the Legacy ChargePoint’s business corresponding to the expected term of the awards.

The Company did not grant any options during the year ended January 31, 2022.

• Expected volatility (Employee Stock Purchase Plan):

The expected volatility for employee stock purchase plans was determined by using a blended volatility approach of peer volatility and implied volatility.

Peer volatility was calculated as the average of historical volatilities of selected industry peers deemed to be comparable to ChargePoint’s business corresponding to the expected term of the awards.

• Risk-free interest rate:

The risk-free interest rate is based on the U.S.

Treasury yield curve in effect at the time of grant for zero-coupon U.S.

Treasury notes with maturities corresponding to the expected term of the awards.

• Expected dividend yield:

The expected dividend rate is zero as ChargePoint currently has no history or expectation of declaring dividends on its Common Stock.

• Expected term:

The expected term represented the period these stock awards were expected to remain outstanding and is based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules, and expectations of future employee behavior.

The Company amortizes the fair value of each stock award on a straight-line basis over the requisite service period of the awards.

Stock-based compensation expense is based on the value of the portion of stock-based awards that is ultimately expected to vest.

As such, the Company’s stock- based compensation is reduced for the estimated forfeitures at the date of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

The Company expenses the costs of advertising, including promotional expenses, as incurred.

Advertising expenses for the years ended January 31, 2022, 2021, and 2020 were not material.

The Company provides standard warranty coverage on its products, providing parts necessary to repair the systems during the warranty period.

The Company accounts for the estimated warranty cost as a charge to networked charging systems cost of revenue when revenue is recognized.

The estimated warranty cost is based on historical and predicted product failure rates and repair expenses.

Warranty expense for the years ended January 31, 2022, 2021, and 2020 was $ 3.8 million, $ 3.4 million, and $ 2.8 million, respectively.

In addition, the Company offers paid-for subscriptions to extended maintenance service plans under Assure.

Assure provides both the labor and parts to maintain the products over the subscription terms of typically one to five years .

The costs related to the Assure program are expensed as incurred and charged to subscriptions cost of revenue.

Foreign Currency

The functional currency of the Company’s foreign subsidiaries is generally the local currency.

The translation of foreign currencies into U.S.

dollars is performed for monetary assets and liabilities at the end of each reporting period based on the then current exchange rates.

Non-monetary items are translated using historical exchange rates.

For revenue and expense accounts, an average foreign currency rate during the period is applied.

Adjustments resulting from translating foreign functional currency financial statements into U.S.

dollars are recorded as part of a separate component of stockholders’ equity (deficit) and reported in the consolidated statements of comprehensive loss.

Foreign currency transaction gains and losses are included in other income (expense), net for the period.

The Company uses the asset and liability method in accounting for income taxes.

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Deferred tax expense or benefit is the result of changes in the deferred tax asset and liability.

Valuation allowances are established when necessary to reduce deferred tax assets where it is more likely than not that the deferred tax assets will not be realized.

In evaluating the Company’s ability to recover deferred tax assets, the Company considers all available positive and negative evidence, including historical operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis.

Based on the level of historical losses, the Company has established a valuation allowance to reduce its net deferred tax assets to the amount that is more likely than not to be realized.

A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination by the taxing authorities, including resolutions of any related appeals or litigation processes, based on the technical merits of the position.

Net Loss per Share Attributable to Common Stockholders

Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities.

The Company considers all series of its redeemable convertible preferred stock to be participating securities.

The Company also considers any shares issued on the early exercise of stock options subject to repurchase to be participating securities because holders of such shares have nonforfeitable dividend rights in the event a dividend is paid on common stock.

Under the two-class method, net income is attributed to common stockholders and participating securities based on their participation rights.

The holders of the redeemable convertible preferred stock, as well as the holders of early exercised shares subject to repurchase, do not have a contractual obligation to share in the losses of the Company.

As such, the Company’s net losses for the years ended January 31, 2022, 2021, and 2020 were not allocated to these participating securities.

Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, less shares subject to repurchase.

Diluted net loss per share attributable to common stockholders adjusts basic net loss per share for the effect of dilutive securities, including stock options.

Net loss amount is computed by adding deemed dividends and cumulative dividends on redeemable convertible preferred stock, to net loss.

As such, the amount of the loss is increased by those instruments.

When computing dilutive net loss, the numerator is also adjusted by changes in fair value attributable to dilutive warrants and gains attributable to Earnout Shares issued.

As a result, some of the liability classified Company’s common stock warrants and Earnout Shares issued were dilutive, even though the Company reported losses for all periods presented.

Accounting Pronouncements

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

a material impact on the Company’s consolidated financial statements.

Initial Public Offering

July 30, 2019, the Company sold 30,000,000 Units at a price of $10.00 per Unit in the Public Offering.

Each Unit consists of one

share of Class A common stock and one-third of one redeemable warrant (each, a “Public Warrant”).

Each Public Warrant

entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note

Certain officers and directors of the Company 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.

Company granted the underwriters 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 the Public Offering price, less underwriting discounts and

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

underwriters purchased the Over-allotment Units, generating gross proceeds of approximately $14.1 million.

The remaining over-allotment

option subsequently expired.

Related Party Transactions

May 16, 2019, the Sponsor purchased 8,625,000 shares (the “Founder Shares”) of the Company’s Class B common

stock, par value $0.0001 per share, for an aggregate price of $25,000.

The Initial Stockholders agreed to forfeit up to 1,125,000

Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters.

The forfeiture was

adjusted to the extent that the over-allotment option was not exercised in full by the underwriters so that the Founder Shares

would represent 20.0% of the Company’s issued and outstanding shares after the Public Offering.

On September 6, 2019, the

underwriters purchased the Over-allotment Units, and the remaining over-allotment option subsequently expired.

As a result, an

aggregate of 772,059 Founder Shares were forfeited accordingly.

Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until one

year after the date of the consummation of the Business Combination or earlier if, subsequent to the Business Combination, (i)

the last sale price of the Company’s 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 Business Combination or (ii) the Company consummates a subsequent liquidation, merger, stock exchange

or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares

of common stock for cash, securities or other property.

Founder Shares are also subject to the Founders Stock Letter described in Note 1.

Placement Warrants

Simultaneously

with the closing of the Public Offering, the Sponsor purchased an aggregate of 5,333,333 Private Placement Warrants at a price

of $1.50 per Private Placement Warrant, generating gross proceeds of approximately $8.0 million.

Simultaneously with the closing

of the sale of the Over-allotment Units, the 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.

whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share.

of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Public Offering

held in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the Private

Placement Warrants will expire worthless.

The Private Placement Warrants will be non-redeemable for cash and exercisable on a

cashless basis so long as they are held by the Sponsor or its permitted transferees.

Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell

any of their Private Placement Warrants until 30 days after the completion of the Business Combination.

May 16, 2019, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover organizational expenses and expenses

related to the Public Offering pursuant to a promissory note (the “Note”).

This loan was non-interest bearing and

payable on the completion of the Public Offering.

The Company borrowed approximately $251,000 under the Note, and then repaid

the Note in full to the Sponsor on August 12, 2019.

the year ended December 31, 2020, the Sponsor advanced approximately $1.3 million to the Company to fund general administrative

addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the

Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may

be required (“Working Capital Loans”).

If the Company completes a Business Combination, the Company would repay the

Working Capital Loans out of the proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would

be repaid only out of funds held outside the Trust Account.

In the event that a Business Combination does not close, the Company

may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust

Account would be used to repay the Working Capital Loans.

Except for the foregoing, the terms of such Working Capital Loans, if

any, have not been determined and no written agreements exist with respect to such loans.

The Working Capital Loans would either

be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working

Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant.

would be identical to the Private Placement Warrants.

To date, the Company had no borrowings under the Working Capital Loans.

Administrative

Services Agreement

on the date that the securities of the Company were first listed on the New York Stock Exchange and continuing until the earlier

of the Company’s consummation of its initial business combination or the Company’s liquidation, the Company has agreed

to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial support and administrative services.

The Company recorded an aggregate of $120,000 during the year ended December 31, 2020, as well as an aggregate of $50,000 during

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

related agreement in the accompanying statements of operations.

As of December 31, 2020, the Company recorded an aggregate of

approximately $76,000 in related party accrued expenses.

Commitments and Contingencies

and Uncertainties

January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain

of coronavirus (the “COVID-19 outbreak”).

In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based

on the rapid increase in exposure globally.

The full impact of the COVID-19 outbreak continues to evolve.

The impact of the COVID-19

outbreak on the Company’s results of operations, financial position and cash flows will depend on future developments, including

the duration and spread of the outbreak and related advisories and restrictions.

These developments and the impact of the COVID-19

outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted.

If the financial markets

and/or the overall economy are impacted for an extended period, the Company’s financial position, results of operations,

financial position and cash flows may be materially adversely affected.

Additionally, the Company’s ability to complete

an initial business combination may be materially adversely affected due to significant governmental measures being implemented

to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines,

among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a

potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination

in a timely manner.

The Company’s ability to consummate an initial business combination may also be dependent on the ability

to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn.

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 the Company 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.

The Company 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 the Company completes a Business Combination, subject to the terms of the underwriting

On 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:

Switchback 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

657063/2020 (Sup.

The Complaints name Switchback and current members of the Switchback’s board of directors

as defendants.

The Complaints allege, among other things, breach of fiduciary duty claims against the board of in connection with

the Business Combination.

The Complaints also allege that this proxy statement/prospectus/consent solicitation statement is materially

misleading and/or omits material information concerning the Business Combination, including, with respect to the Federal Complaint,

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.

Although Switchback believes no supplemental disclosures

were required under applicable law to address the claims made in the Complaints, in order to alleviate the costs, risks and uncertainties

inherent in litigation and provide additional information to its stockholders, Switchback determined to voluntarily supplement

the definitive proxy statement/prospectus/consent solicitation statement as described in a Current Report on Form 8-K, which Switchback

filed on February 4, 2021.

In connection with the filing of the Form 8-K, each of the stockholders bringing one of the Complaints

confirmed that he will voluntarily dismiss his Complaint upon the closing of the Business Combination.

Stockholders’

A Common Stock —

The Company is authorized to issue 200,000,000 shares of Class A common stock with a par

value of $0.0001 per share.

As of December 31, 2020 and 2019, there were 31,411,763 shares of Class A common stock issued and

outstanding, of which 29,548,906 and 30,047,981 shares of Class A common stock were classified outside of permanent equity,

respectively.

B Common Stock —

The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value

of $0.0001 per share.

In May 2019, the Company issued 8,625,000 shares of Class B common stock, including an aggregate of up to

1,125,000 shares of Class B common stock that were subject to forfeiture to the Company by the Sponsor for no consideration to

the extent that the underwriters’

over-allotment option for the Public Offering was not exercised in full.

6, 2019, the underwriters purchased the Over-allotment Units, and the remaining over-allotment option subsequently expired.

a result, an aggregate of 772,059 shares of Class B common stock were forfeited accordingly.

As of December 31, 2020 and 2019,

there were 7,852,941 shares of Class B common stock outstanding.

to an initial business combination, only holders of the Company’s Class B common stock will have the right to vote on the

election of directors.

Holders of the Class A common stock will not be entitled to vote on the election of directors during such

These provisions of the Certificate of Incorporation may only be amended if approved by a majority of at least 90% of the

Company’s common stock.

With respect to any other matter submitted to a vote of the Company’s stockholders, including

any vote in connection with the initial business combination, except as required by applicable law or stock exchange rule, holders

of the Company’s Class A common stock and holders of the Company’s Class B common stock will vote together as a single

class, with each share entitling the holder to one vote.

Class B common stock will automatically convert into Class A common stock at the time of the initial business combination on a

one-for-one basis, subject to adjustment.

In the case that additional shares of Class A common stock, or equity-linked securities,

are issued or deemed issued in excess of the amounts sold in the Public Offering and related to the closing of the initial business

combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted

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

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

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

shares of common stock outstanding upon the completion of the Public Offering plus all shares of Class A common stock and equity-linked

securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities

issued, or to be issued, to any seller in the Business Combination).

Stock —

The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share,

with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s

board of directors.

As of December 31, 2020 and 2019, there were no shares of preferred stock issued or outstanding.

Warrants —

Public Warrants may only be exercised for a whole number of shares.

No fractional Public Warrants will be issued upon separation

of the Units and only whole Public Warrants will trade.

The Public Warrants will become exercisable 30 days after the completion

of a Business Combination;

provided that the Company has an effective registration statement under the Securities Act covering

the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is

available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is

exempt from registration under the Securities Act).

The Company has agreed that as soon as practicable, but in no event later

than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC

a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise

of the Public Warrants.

The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness

of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance

with the provisions of the warrant agreement.

Notwithstanding the above, if the 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, the Company may, at its option, require holders of Public Warrants who exercise

their warrants to do so on a “cashless”

basis, and, in the event the Company so elects, the Company will not be required

to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or

qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The Public Warrants will expire

five years after the completion of a Business Combination or earlier upon redemption or liquidation.

Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of

Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable

until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Additionally, the Private

Placement Warrants will be non-redeemable for cash so long as they are held by the Sponsor or its permitted transferees.

Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants

will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Company may call the Public Warrants for redemption:

in whole and not

at a price of $0.01

upon a minimum of

30 days’

prior written notice of redemption;

if, and only if,

the last sales price of the Class A common stock equals or exceeds $18.00 per share on each of 20 trading days within the

30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption

to the warrant holders.

the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise

the Public Warrants to do so on a “cashless basis,”

as described in the warrant agreement.

addition, commencing 90 days after the warrants become exercisable, the Company may redeem the outstanding warrants for shares

of Class A common stock (including both Public Warrants and Private Placement Warrants):

in whole and not

at a price equal

to a number of shares of Class A common stock to be determined by reference to the agreed table set forth in the warrant agreement

based on the redemption date and the “fair market value”

of the Class A common stock;

upon a minimum of

30 days’

prior written notice of redemption;

if, and only if,

the last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted) on the trading day prior

to the date on which the Company sends the notice of redemption to the warrant holders.

exercise price and number of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including

in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation.

In addition, if the Company issues

additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the

initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such

issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case

of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such

affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), the exercise price of the warrants

will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price.

no event will the Company be required to net cash settle any warrant.

If the Company is unable to complete a Business Combination

within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive

any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held

outside of the Trust Account with respect to such warrants.

Accordingly, the warrants may expire worthless.

Recently Adopted Accounting Standards

In June 2016, the FASB issued ASU No.

2016-13, “ Financial Instruments — Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), and has since released various amendments including ASU No.

The guidance modifies the measurement of expected credit losses on certain financial instruments.

This guidance was effective for the Company, prior to losing its status as an emerging growth company, after December 15, 2022.

Early adoption was permitted.

Effective January 31, 2022, the Company is no longer an emerging growth company and adopted the amendments effective February 1, 2021.

The adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated financial statements.

In October 2021, the FASB issued ASU No.

2021-08, “ Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”), which requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers .

The guidance will be effective for annual reporting periods beginning after December 15, 2022, including interim periods therein.

Early adoption is permitted, including in an interim period for which the financial statements have not been issued.

If early adopting in an interim period, the Company is required to apply the amendments to all prior business combinations that have occurred since the beginning of the fiscal year that includes the interim period of application.

As a result, the Company adopted ASU 2021-08 effective as of October 31, 2021, retroactively applying the new guidance for all business combinations that occurred since February 1, 2021.

The adoption of ASU 2021-08 did not have a material impact on the Company’s consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, “ Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes”, which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as the elimination of exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, the recognition of deferred tax liabilities for outside basis differences, ownership changes in investments, and tax basis step-up in goodwill obtained in a transaction that is not a business combination.

This guidance was effective for the Company, prior to losing its status as an emerging growth company, after December 15, 2021.

Early adoption is permitted.

Effective January 31, 2022, the Company is no longer an emerging growth company and adopted the amendments effective February 1, 2021.

The adoption of ASU 2019-12 did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted

In August 2020, the FASB issued ASU 2020-06, “ Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40),” which modifies and simplifies accounting for convertible instruments.

The new guidance eliminates certain separation models that require separating embedded conversion features from convertible instruments.

The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation.

The guidance will be effective for fiscal years beginning after December 15, 2021.

Early adoption is permitted, but no earlier than for fiscal years beginning after December 15, 2020.

The Company is currently assessing the impact of this guidance on its consolidated financial statements and disclosures.

In November 2021, the FASB issued ASU No.

2021-10, “ Government Assistance (Topic 832):

Disclosures by Business Entities about Government Assistance,” which requires entities to disclose annually its transactions with a government accounted for by applying a grant or contribution accounting model by analogy.

The disclosure requirement includes information about the nature of the transactions and the related accounting policy used to account for the transactions, the line items on the balance sheet and income statement that are affected by the transactions, and the amounts applicable to each financial statement line, and significant terms and conditions of the transactions, including commitments and contingencies.

The guidance will be effective for annual reporting periods beginning after December 15, 2021.

Early application is permitted.

The Company does not expect the adoption of the guidance to have a material impact on its consolidated financial statements and disclosures.

Fair Value Measurements

following tables present information about the Company’s financial assets that are measured at fair value on a recurring

basis as of December 31, 2020 and 2019 and indicate the fair value hierarchy of the valuation techniques that the Company utilized

to determine such fair value.

Quoted Prices in Active Markets

Significant Other Observable Inputs

Significant Other Unobservable Inputs

Investments held in Trust Account

The Company’s assets and liabilities that were measured at fair value on a recurring basis were as follows:

Fair Value Measured as of January 31, 2022

Level 1 Level 2 Level 3 Total

( in thousands)

Money market funds $ 254,716 $ — $ — $ 254,716

$ 316,991,065

Quoted Prices in Active Markets

Significant Other Observable Inputs

Significant Other Unobservable Inputs

Investments held in Trust Account

Total financial assets $ 254,716 $ — $ — $ 254,716

Common stock warrant liabilities (Private Placement) $ — $ — $ 25 $ 25

Contingent earnout liability recognized upon acquisition of ViriCiti (ViriCiti Earnout) — — 5,993 5,993

Total financial liabilities $ — $ — $ 6,018 $ 6,018

Fair Value Measured as of January 31, 2021

Level 1 Level 2 Level 3 Total

( in thousands)

Money market funds $ 109,703 $ — $ — $ 109,703

Total financial assets $ 109,703 $ — $ — $ 109,703

Redeemable convertible preferred stock warrant liability $ — $ — $ 75,843 $ 75,843

Total financial liabilities $ — $ — $ 75,843 $ 75,843

The money market funds were classified as cash and cash equivalents on the consolidated balance sheets and were within Level 1 of the fair value hierarchy.

The aggregate fair value of the Company’s money market funds approximated amortized cost and, as such, there were no unrealized gains or losses on money market funds as of January 31, 2022 and 2021.

Realized gains and losses, net of tax, were not material for any of the periods presented.

As of January 31, 2022 and 2021, the Company had no investments with a contractual maturity of greater than one year.

The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments:

Redeemable convertible preferred stock warrant liability Private placement warrant liability Earnout liability ViriCiti Earnout liability

(in thousands)

Fair value as of January 31, 2019 $ ( 1,843 ) $ — $ — $ —

Change in fair value included in other income (expense), net ( 875 ) — — —

Fair value as of January 31, 2020 $ ( 2,718 ) $ — $ — $ —

Change in fair value included in other income (expense), net ( 73,125 ) — — —

Fair value as of January 31, 2021 $ ( 75,843 ) $ — $ — $ —

Private placement warrant liability acquired as part of the merger — ( 127,888 ) — —

Contingent earnout liability recognized upon the closing of the reverse recapitalization

— — ( 828,180 ) —

to/from Levels 1, 2, and 3 are recognized at the end of the reporting periods.

There were no transfers between levels of

the hierarchy for the year ended December 31, 2020.

income tax provision consists of the following:

For the year ended

For the period From May 10, 2019 (inception) through December 31,

Valuation allowance

Income tax provision

Company’s net deferred tax assets are as follows:

Contingent earnout liability recognized upon the acquisition of ViriCiti (“ViriCiti Earnout”) — — — ( 3,856 )

Change in fair value 9,237 63,746 84,420 ( 2,137 )

Reclassification of warrants to stockholders’ equity (deficit) due to exercise — 64,117 — —

Reclassification of Legacy ChargePoint preferred stock warrant liability upon the reverse capitalization 66,606 — — —

Issuance of earnout shares upon triggering events — — 501,120 —

Reclassification of remaining contingent earnout liability upon triggering event

— — 242,640 —

Fair value as of January 31, 2022 $ — $ ( 25 ) $ — $ ( 5,993 )

Redeemable Convertible Preferred Stock Warrant Liability, Private Placement Warrant Liability, and Earnout Liability

The fair values of the private placement warrant liability, redeemable convertible preferred stock warrant liability and earnout liability are based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy.

The significant unobservable inputs used in the fair value measurements of the private placement warrant liability, the redeemable convertible preferred stock warrant liability and the earnout liability include the expected volatility and dividend yield.

In determining the fair value of the private placement warrant liability, the Company used the Binomial Lattice Model (“BLM”) that assumes optimal exercise of the Company's redemption option at the earliest possible date.

In determining the fair value of the redeemable convertible preferred stock warrant liability, the Company used the Black-Scholes Option Pricing Model (“Black-Scholes”) to estimate the fair value using unobservable inputs including the expected term, expected volatility, risk-free interest rate and dividend yield.

In determining the fair value of the earnout liability, the Company used the Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the Earnout Period using the most reliable information available.

See Note 11, Stock Warrants and Earnout, for information on the valuations.

ViriCiti Earnout Liability

On August 11, 2021, the Company acquired all of the outstanding shares of ViriCiti Group B.V.

(“ViriCiti”).

The purchase price consideration included an earnout consideration contingent on meeting certain revenue targets through January 21, 2023.

The fair value of ViriCiti Earnout liability is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy.

See Note 4, Reverse Capitalization and Business Combination s, for information on the valuation of ViriCiti Earnout liability.

During the quarter ended January 31, 2022 the Company revalued the ViriCiti Earnout liability based on updated revenue expectations for the earnout period through January 2023 and increased the ViriCiti Earnout liability by $ 2.1 million.

Non-Recurring Fair Value Measurements

The Company has certain assets, including goodwill and other intangible assets, which are measured at fair value on a non-recurring basis and are adjusted to fair value only if an impairment charge is recognized.

The categorization of the framework used to measure fair value of the assets is considered to be within the Level 3 valuation hierarchy due to the subjective nature of the unobservable inputs used.

Disclosure of Fair Values

The Company has financial instruments that are not re-measured at fair value including accounts receivable, accounts payable, and accrued and other current liabilities.

The carrying values of these financial instruments approximate their fair values.

Reverse Capitalization and Business Combinations

Reverse Recapitalization

On February 26, 2021, Lightning Merger Sub, a wholly-owned subsidiary of Switchback, merged with Legacy ChargePoint, with Legacy ChargePoint surviving as a wholly-owned subsidiary of Switchback.

As a result of the Merger, Switchback was renamed ChargePoint Holdings, Inc.

Immediately prior to the closing of the Merger:

• all 22,427,306 shares of Legacy ChargePoint’s outstanding Series H-1 redeemable convertible preferred stock were converted into an equivalent number of shares of Legacy ChargePoint common stock on a one -to-one basis and an additional 1,026,084 shares of Common Stock were issued to settle the accumulated dividend to the Series H-1 redeemable convertible preferred stockholders of $ 21.1 million;

• all 160,925,957 shares of Legacy ChargePoint’s outstanding Series H, Series G, Series F, Series E, and Series D redeemable convertible preferred stock were converted into an equivalent number of shares of Legacy ChargePoint common stock on a one -to-one basis;

• all 45,376 shares of Legacy ChargePoint’s outstanding Series C redeemable convertible preferred stock were converted into an equivalent number of shares of Legacy ChargePoint common stock on a 1:

73.4403 basis;

• all 130,590 shares of Legacy ChargePoint’s outstanding Series B redeemable convertible preferred stock were converted into an equivalent number of shares of Legacy ChargePoint common stock on a 1:

42.9220 basis;

• all 29,126 shares of Legacy ChargePoint’s outstanding Series A redeemable convertible preferred stock were converted into an equivalent number of shares of Legacy ChargePoint common stock on a 1:

48.2529 basis.

At the Merger, eligible ChargePoint equity holders received or had the right to receive shares of Common Stock at a deemed value of $ 10.00 per share after giving effect to the exchange ratio of 0.9966 as defined in the Merger Agreement (“Exchange Ratio”).

Accordingly, immediately following the consummation of the Merger, Legacy ChargePoint common stock exchanged into 217,021,368 shares of Common Stock, 68,896,516 shares were reserved for the issuance of Common Stock upon the potential future exercise of Legacy ChargePoint stock options and warrants that were exchanged into ChargePoint stock options and warrants, and 27,000,000 shares of Common Stock were reserved for the potential future issuance of the earnout shares.

In connection with the execution of the Merger Agreement, Switchback entered into separate subscription agreements (each a “Subscription Agreement”) with a number of investors (each a “New PIPE Investor”), pursuant to which the New PIPE Investors agreed to purchase, and Switchback agreed to sell to the New PIPE Investors, an aggregate of 22,500,000 shares of Common Stock (“PIPE Shares”), for a purchase price of $ 10.00 per share and an aggregate purchase price of $ 225.0 million, in a private placement pursuant to the subscription agreements (“PIPE Financing”).

The PIPE Financing closed simultaneously with the consummation of the Merger.

Pursuant to the terms of a letter agreement the initial Switchback stockholders entered into in connection with the execution of the Merger Agreement (“Founders Stock Letter”), the initial stockholders surrendered 984,706 of Switchback Class B common stock shares purchased by NGP Switchback, LLC, a Delaware limited liability company (“Sponsor”) prior to the Switchback Public Offering

on May 16, 2019 (“Founder Shares”) for no consideration, whereupon such Founder Shares were immediately cancelled.

Additionally, 900,000 Founder Shares, which were previously subjected to potential forfeiture until the closing volume weighted average price per share of the Company’s Common Stock achieved $ 12.00 for any ten trading days within any twenty consecutive trading day period during the five-year period following the Closing (“Founder Earn Back Triggering Event” and such Founder Shares the “Founder Earn Back Shares”), met the Founder Earn Back Triggering Event on March 12, 2021.

At the Closing, the Sponsor exercised its right to convert a portion of the working capital loans made by the Sponsor to Switchback into an additional 1,000,000 Private Placement Warrants at a price of $ 1.50 per warrant in satisfaction of $ 1.5 million principal amount of such loans.

The number of shares of Common Stock issued immediately following the consummation of the Merger was as follows:

Common stock of Switchback, outstanding prior to Merger 39,264,704

Less redemption of Switchback shares ( 33,009 )

Less surrender of Switchback Founder Shares ( 984,706 )

Common stock of Switchback 38,246,989

Shares issued in PIPE 22,500,000

Merger and PIPE financing shares (1) 60,746,989

Legacy ChargePoint shares (2) 217,021,368

Total shares of common stock immediately after Merger 277,768,357

_______________

(1) This includes 900,000 contingently forfeitable Founder Earn Back Shares pending the occurrence of the Founder Earn Back Triggering Event, which was met on March 12, 2021

(2) The number of Legacy ChargePoint shares was determined by converting the 217,761,738 shares of Legacy ChargePoint common stock outstanding immediately prior to the closing of the Merger using the Exchange Ratio of 0.9966 .

All fractional shares were rounded down.

The Merger is accounted for as a reverse recapitalization under U.S.

This determination is primarily based on Legacy ChargePoint stockholders comprising a relative majority of the voting power of ChargePoint and having the ability to nominate the members of the Board of Directors, Legacy ChargePoint’s operations prior to the acquisition comprising the only ongoing operations of ChargePoint, and Legacy ChargePoint’s senior management comprising a majority of the senior management of ChargePoint.

Under this method of accounting, Switchback is treated as the “acquired” company for financial reporting purposes.

Accordingly, for accounting purposes, the financial statements of ChargePoint represent a continuation of the financial statements of Legacy ChargePoint with the Merger being treated as the equivalent of ChargePoint issuing stock for the net assets of Switchback, accompanied by a recapitalization.

The net assets of Switchback are stated at historical costs, with no goodwill or other intangible assets recorded.

Operations prior to the Merger are presented as those of ChargePoint.

All periods prior to the Merger have been retrospectively adjusted using the Exchange Ratio for the equivalent number of shares outstanding immediately after the Merger to effect the reverse recapitalization.

Additionally, upon the consummation of the Merger, the Company gave effect to the issu ance of 60,746,989 shares o f Common Stock for the previously issued Switchback common stock and PIPE Shares that were outstanding at the Closing Date.

In connection with the Merger, the Company raised $ 511.6 million of proceeds including the contribution of $ 286.6 million of cash held in Switchback’s trust account from its initial public offering, net of redemptions of Switchback public stockholders of $ 0.3 million, and $ 225.0 million of cash in connection with the PIPE financing.

The Company incurred $ 36.5 million of transaction costs, consisting of banking, legal, and other professional fees, of which $ 29.5 million was recorded as a reduction to additional paid-in capital of proceeds and the remaining $ 7.0 million was expensed in the consolidated statements of operations.

Acquisition of ViriCiti

On August 11, 2021, the Company acquired all of the outstanding shares of ViriCiti for $ 79.4 million in cash, subject to adjustments, as well as up to $ 7.7 million of additional earnout consideration contingent on meeting certain revenue targets through January 31, 2023 (“ViriCiti Earnout”).

ViriCiti is a Netherlands-based provider of electrification solutions for eBus and commercial fleets with offices in the Netherlands and the United States.

The acquisition is expected to enhance ChargePoint’s fleet solutions portfolio of hardware, software and services by integrating information sources to optimize electric fleet operations.

The acquisition of ViriCiti was considered a business combination and was accounted for under the acquisition method of accounting.

The total purchase price was allocated to the net tangible and intangible assets acquired and liabilities assumed based on their respective fair values on the acquisition date and the excess was recorded as goodwill.

The ViriCiti Earnout liability was valued using a Monte Carlo simulation valuation model using a distribution of potential outcomes over the earnout period based on the most reliable information available.

The liability is remeasured to fair value based upon the attainment against the revenue targets and changes in the fair value of earnout liabilities is presented in the consolidated statements of operations using Level 3 fair value inputs.

The Level 3 fair value inputs used in the valuation of ViriCiti Earnout liability were as follows:

January 31, 2022 August 11, 2021

(ViriCiti Acquisition Date)

Expected volatility 35.3 % 34.2 %

Risk-free interest rate 0.8 % 0.8 %

Expected term (years) 1.13 1.60

The Company incurred acquisition-related expenses of $ 2.3 million, which were recorded as general and administrative expenses in the consolidated statement of operations.

The following table summarized the purchase consideration (in thousands):

Cash consideration $ 79,415

ViriCiti Earnout consideration (1) 3,908

Total purchase consideration $ 83,323

_______________

(1) Values are translated into U.S.

Dollars at period-end foreign exchange rates.

Changes in the fair value of contingent earnout liability is presented in Note 3, Fair Value Measurements .

The assets acquired and liabilities assumed in connection with the acquisition were recorded at their fair value at the acquisition date as follows (in thousands):

Cash and cash equivalents $ 623

Accounts receivable, net 1,248

Other assets 3,215

Customer relationships 17,683

Developed technology 6,558

Goodwill 62,839

Deferred tax liabilities, net ( 3,514 )

Other liabilities ( 5,329 )

Total acquired assets and assumed liabilities $ 83,323

The results of operations of ViriCiti are included in the accompanying consolidated statements of operations from the date of acquisition.

ViriCiti’s results of operations since the date of acquisition were not material to the Company’s consolidated results of operations.

Acquisition of has•to•be gmbh

On October 6, 2021, the Company acquired all of the outstanding shares of has•to•be gmbh (“HTB”) for approximately $ 235.0 million, consisting of $ 132.9 million in cash and $ 102.1 million in the form of 5,695,176 shares of ChargePoint Common Stock valued at $ 17.92 per share on the acquisition date.

Of the cash component $ 2.8 million were paid on February 3, 2022 as part of a working capital adjustment and 885,692 shares, valued at $ 15.9 million, are held in escrow to cover indemnity claims the Company may make within eighteen months from the closing date.

HTB is an Austria-based e-mobility provider with a European charging software platform.

The acquisition is intended to expand the Company’s market share in Europe.

The acquisition of HTB was considered a business combination and was accounted for under the acquisition method of accounting.

The total purchase price was allocated to the net tangible and intangible assets acquired and liabilities assumed based on their respective fair values on the acquisition date, and the excess was recorded as goodwill.

At the acquisition date, t he allocation of the purchase price consideration was incomplete as the Company continued to review the detailed valuation analyses to derive the fair value of assets acquired and liabilities assumed from the acquisitions, including developed technology, customer relationships, and the related tax impacts.

Therefore, the acquisition date purchase price allocations previously disclosed were based on provisional estimates and subject to continuing management analysis.

As of January 31, 2022, the Company completed its review of the detailed valuation analysis and measurement period adjustments were recognized in the fourth quarter of the current year.

The Company incurred acquisition-related expenses of $ 2.7 million, which were recorded as general and administrative expenses in the consolidated statement of operations.

The following table summarized the purchase consideration (in thousands):

Cash consideration $ 132,947

Common Stock consideration 102,057

Total purchase consideration $ 235,004

The assets acquired and liabilities assumed in connection with the acquisition were recorded at their fair value at the acquisition date as follows (in thousands):

Cash and cash equivalents $ 3,663

Accounts receivable, net 3,764

Other assets 4,259

Customer relationships 78,726

Technology 12,712

Goodwill 158,997

Other liabilities ( 8,762 )

Deferred tax liability, net ( 18,355 )

Total acquired assets and assumed liabilities $ 235,004

Supplemental Pro Forma Information

The following unaudited pro forma financial information summarizes the combined results of operations for the Company and HTB as if the companies were combined as of February 1, 2020 (in thousands):

Revenue $ 249,063 $ 152,930

Net Loss $ ( 138,047 ) $ ( 212,354 )

The unaudited pro forma information above include the following adjustments to net loss in the pro forma periods presented (in thousands):

Twelve Months Ended

An (increase) in amortization expense $ ( 6,876 ) $ ( 9,845 )

An (increase) decrease in expenses related to transaction 2,669 ( 2,669 )

An (increase) decrease in tax provision 1,719 2,461

Overall (increase) decrease in net loss ( 2,488 ) ( 10,053 )

ChargePoint net loss ( 132,241 ) ( 197,024 )

HTB net loss ( 3,318 ) ( 5,278 )

Pro forma net loss $ ( 138,047 ) $ ( 212,355 )

The unaudited supplemental pro forma information presented for HTB is for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisitions taken place on the date indicated, or of the Company’s future consolidated results of operations.

The supplemental pro forma information presented above has been derived from the Company’s historical consolidated financial statements and from the historical unaudited accounting records of HTB.

Pro forma results of operations for ViriCiti have not been presented because the effect of the acquisition was not material to the consolidated statements of operations.

Goodwill and Intangible Assets

The following table summarizes the changes in carrying amounts of goodwill (in thousands):

Balance as of January 31, 2021 $ 1,215

Goodwill acquired with ViriCiti acquisition 62,839

Goodwill acquired with HTB acquisition 158,997

Foreign exchange fluctuations ( 4,567 )

Balance as of January 31, 2022 $ 218,484

Goodwill from these acquisitions represents the future economic benefits arising from other assets that could not be individually identified and separately recognized, such as the acquired assembled workforce.

Goodwill is no t deductible for tax purposes .

The following table presents the details of intangible assets (amounts in thousands, useful lives in years):

January 31, 2022

Cost (1) Accumulated Amortization (1) Net (1) Useful Life

Customer relationships $ 17,683 $ ( 832 ) $ 16,851 10

Developed technology 6,558 ( 514 ) 6,044 6

Customer relationships 75,382 ( 2,391 ) 72,991 10

Developed technology 12,173 ( 850 ) 11,323 6

$ 111,796 $ ( 4,587 ) $ 107,209

_______________

(1) Values are translated into U.S.

Dollars at period-end foreign exchange rates.

The fair value assigned to customer relationships was determined using the income approach, specifically using the multi-period excess earnings method (“MPEEM”), and the fair value assigned to developed technology was determined using relief from royalty rate (“RFR”) method, based on analysis of royalty rate licensing data of market participants.

The customer relationship intangible asset was valued using the MPEEM method.

The significant assumptions used include the estimated annual net cash flows (including appropriate revenue, cost of revenue and operating expenses attributable to the asset, retention rate, applicable tax rate, and contributory asset charges, among other factors), the discount rate, reflecting the risks inherent in the future cash flow stream, an assessment of the asset’s life cycle, and the tax amortization benefit, among other factors.

The developed technology intangible asset was valued using the RFR method.

The significant assumptions used include the estimated annual net cash flows (including appropriate revenue, cost of revenue and operating expenses attributable the asset, applicable tax rate, royalty rate, gross royalty charges and other factors such as technology related obsolescence rate), the discount rate, reflecting the risks inherent in the future cash flow stream, and the tax amortization benefit, among other factors.

Amortization expense for customer relationships and developed technology is shown as sales and marketing and cost of revenue, respectively, in the consolidated statement of operations.

The acquired intangible assets and goodwill are subject to impairment review at least annually on December 31st.

Based on the annual impairment analysis completed during the last quarter of the fiscal year ended January 31, 2022, the Company determined that there was no impairment of acquired intangible assets and goodwill.

Acquisition-related intangible assets included in the above table are finite-lived and are carried at cost less accumulated amortization.

Intangible assets are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized.

Amortization expense was $ 4.6 million for the year ended January 31, 2022.

There was no amortization expense for the year ended January 31, 2021.

The Company recorded net deferred tax liabilities of $ 3.5 million and $ 18.4 million associated with the acquisitions of ViriCiti and HTB, respectively.

Deferred tax assets and liabilities are netted and presented in the consolidated balance sheets.

Balance Sheet Components

Inventories consisted of the following:

(in thousands)

Raw materials $ 9,712 $ 13,029

Work-in-progress — 68

Finished goods 26,167 20,495

Total Inventories $ 35,879 $ 33,592

Prepaid expense and other current assets

Prepaid expense and other current assets consisted of the following:

(in thousands)

Prepaid expense $ 16,951 $ 3,986

Other current assets 19,652 8,088

Total Prepaid Expense and Other Current Assets $ 36,603 $ 12,074

Property and equipment, net

Property and equipment, net consisted of the following:

(in thousands)

Furniture and fixtures $ 903 $ 1,594

Computers and software 6,147 5,384

Machinery and equipment 16,193 10,605

Tooling 10,572 7,705

Leasehold improvements 10,549 9,398

Owned and operated systems 22,546 17,703

Construction in progress 2,720 2,462

69,630 54,851

Accumulated depreciation ( 35,037 ) ( 24,863 )

Total Property and Equipment, Net $ 34,593 $ 29,988

Depreciation expense for the years ended January 31, 2022, 2021, and 2020 was $ 11.8 million, $ 10.1 million, and $ 7.1 million, respectively.

Accrued and other current liabilities

Accrued and other current liabilities consisted of the following:

(in thousands)

Accrued expenses $ 31,865 $ 18,404

Refundable customer deposits 9,409 6,482

Payroll and related expenses 16,131 7,547

Taxes payable 8,955 5,213

Other current liabilities 17,968 9,516

Total Accrued and Other Current Liabilities $ 84,328 $ 47,162

The Company leases its office facilities under non-cancellable operating leases with various lease terms.

The Company also leases certain office equipment under operating lease agreements.

As of January 31, 2022, non-cancellable leases expire on various dates between fiscal years 2023 and 2030.

Generally, the Company's non-cancellable leases include renewal options to extend the lease term from one to five years .

The Company has not included any renewal options in its lease terms as these options are not reasonably certain of being exercised.

The lease agreements do not contain any material residual value guarantees or material restrictive covenants.

As of January 31, 2022 and 2021, lease balances were as follows:

(in thousands)

Operating leases

Operating lease right-of-use assets $ 25,535 $ 21,817

Operating lease liabilities, current 3,876 2,286

Operating lease liabilities, noncurrent 25,370 22,459

Total operating lease liabilities $ 29,246 $ 24,745

The Company recognizes operating lease costs on a straight-line basis over the lease period.

Lease expense for the years ended January 31, 2022, 2021, and 2020 was $ 6.1 million, $ 5.1 million, and $ 4.5 million, respectively.

Operating lease costs for short-term leases and variable lease costs were not material during the years ended January 31, 2022, 2021 and 2020.

Future payments of operating lease liabilities under the Company’s non-cancellable operating leases as of January 31, 2022 were as follows:

(in thousands)

Years Ending January 31,

Thereafter 10,347

Total undiscounted operating lease payments $ 38,386

imputed interest ( 9,140 )

Total operating lease liabilities $ 29,246

Other supplemental information as of January 31, 2022 and 2021 was as follows:

Lease Term and Discount Rate

Weighted-average remaining operating lease term (years) 6.5 7.5

Weighted-average operating lease discount rate 7.3 % 7.9 %

Other supplemental cash flow information for the years ended January 31, 2022, 2021 and 2020 was as follows:

Year ended January 31,

2022 2021 2020

(in thousands)

Supplemental Cash Flow Information

Cash paid for amounts in the measurement of operating lease liabilities $ 5,164 $ 4,226 $ 4,527

As of January 31, 2022, the Company has no additional operating leases that have not yet commenced and as such, have not yet been recognized on the Company’s Consolidated Balance Sheet.

In July 2018, the Company entered into a term loan facility with certain lenders (the “2018 Loan”) with a borrowing capacity of $ 45.0 million to finance working capital and repay all outstanding amounts owed under previous loans.

The Company borrowed $ 35.0 million, with issuance costs of $ 1.1 million and net proceeds of $ 33.9 million.

The 2018 Loan is secured by substantially all of the Company’s assets, contains customary affirmative and negative covenants, and requires the Company to maintain minimum cash balances and attain certain customer billing targets.

The 2018 Loan has a five -year maturity and interest is calculated at LIBOR plus 6.55 %.

The 2018 Loan agreement was amended on March 20, 2019 to extend the interest only monthly payments through June 30, 2021 to be followed by equal monthly payments of principal and interest.

As of January 31, 2021 the Company was in compliance with all financial and non-financial debt covenants.

Transaction costs upon entering into the 2018 Loan were recorded as debt discount and are amortized over the term of the 2018 Loan.

Total interest expense incurred during the years ended January 31, 2022, 2021, and 2020 was $ 1.5 million, $ 3.3 million, and $ 3.5 million, respectively.

There was no accrued interest as of January 31, 2022 and 2021.

In March 2021, the Company repaid the entire loan balance of $ 35.0 million, accrued interest and prepayment fees of $ 1.2 million.

Commitments and Contingencies

Purchase Commitments

Open purchase commitments are for the purchase of goods and services related to, but not limited to, manufacturing, facilities, and professional services under non-cancellable contracts.

They were not recorded as liabilities on the consolidated balance sheets as of January 31, 2022 and 2021 as the Company had not yet received the related goods or services.

The Company had open purchase commitments for goods and services of $ 167.0 million as of January 31, 2022.

All of them are expected to be received by January 31, 2024.

Legal Proceedings

The Company may be involved in various lawsuits, claims, and proceedings, including intellectual property, commercial, securities, and employment matters that arise in the normal course of business.

The Company accrues a liability when management believes information available prior to the issuance of the consolidated financial statements indicates it is probable a loss has been incurred as of the date of the consolidated financial statements and the amount of loss can be reasonably estimated.

The Company adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case.

Legal costs are expensed as incurred.

The Company believes it has recorded adequate provisions for any such lawsuits, claims, and proceedings and, as of January 31, 2022, it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized in the consolidated financial statements.

Based on its experience, the Company believes that damage amounts claimed in these matters are not meaningful indicators of potential liability.

Given the inherent uncertainties of litigation, the ultimate outcome of the ongoing matters described herein cannot be predicted with certainty.

While litigation is inherently unpredictable, the Company believes it has valid defenses with respect to the legal matters pending against it.

Nevertheless, the consolidated financial statements could be materially adversely affected in a particular period by the resolution of one or more of these contingencies.

Liabilities established to provide for contingencies are adjusted as further information develops, circumstances change, or contingencies are resolved;

and such changes are recorded in the accompanying consolidated statements of operations during the period of the change and reflected in accrued and other current liabilities on the accompanying consolidated balance sheets.

Guarantees and Indemnifications

The Company has service level commitments to its customers warranting certain levels of uptime reliability and performance and permitting those customers to receive credits in the event that the Company fails to meet those levels.

To date, the Company has not incurred any material costs as a result of such commitments.

The Company’s arrangements generally include certain provisions for indemnifying customers against liabilities if its products or services infringe a third-party’s intellectual property rights.

Additionally, the Company may be required to indemnify for claims caused by its negligence or willful misconduct.

It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement.

To date, the Company has not incurred any material costs as a result of such obligations and has not accrued any liabilities related to such obligations in the consolidated financial statements.

The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines, and settlement amounts incurred by them in any action or proceeding to which any of them are, or are threatened to be, made a party by reason of their service as a director or officer.

The Company maintains director and officer insurance coverage that would generally enable it to recover a portion of any future amounts paid.

The Company also may be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions.

Letters of Credit

The Company had $ 0.4 million of secured letters of credit outstanding as of January 31, 2022 and 2021.

These primarily relate to support of customer agreements and are fully collateralized by cash deposits which the Company recorded in restricted cash on its consolidated balance sheets based on the term of the remaining restriction.

Redeemable Convertible Preferred Stock

In fiscal year 2022, upon the closing of the Merger on February 26, 2021, all outstanding redeemable convertible preferred stock were converted into shares of Legacy ChargePoint common stock pursuant to the conversion rate effective immediately prior to the Merger (see Note 4, Reverse Capitalization and Business Combinations).

In fiscal year 2021, Legacy ChargePoint issued 22.4 million shares of Series H-1 redeemable convertible preferred stock and 22.4 million common stock warrants for total cash proceeds of $ 127.0 million, net of issuance costs of $ 0.2 million.

On issuance, Legacy ChargePoint’s redeemable convertible preferred stock and common stock warrants were recorded at fair value of the amount of allocated proceeds, net of issuance costs.

Legacy ChargePoint performed a valuation of the Series H-1 redeemable convertible preferred stock as well as the common stock warrants.

The common stock warrants were valued using the Black-Scholes option pricing model.

Based upon that valuation, Legacy ChargePoint allocated the net proceeds between the Series H-1 redeemable convertible preferred stock and common stock warrants of $ 95.5 million and $ 31.5 million, respectively, based on their relative fair values.

In addition, the Company evaluated the conversion feature of the Series H-1 redeemable convertible preferred stock to assess whether it met the definition of a beneficial conversion feature (“BCF”).

As the fair value of a share of common stock exceeded the effective conversion price at the issuance date, the Series H-1 redeemable convertible preferred stock contained a BCF.

The intrinsic value of $ 60.4 million was recorded as a discount to the Series H-1 redeemable convertible preferred stock and a credit to additional paid-in capital.

As a result of the shares being readily convertible into shares of the Company’s common stock at the option of the holders, the full value of the BCF was immediately recorded as a deemed dividend through additional paid-in capital to reflect the accretion of the discount resulting from the at-issuance BCF embedded within the redeemable convertible preferred stock.

In fiscal year 2020, Legacy ChargePoint issued 2.6 million shares of Series H redeemable convertible preferred stock and 0.9 million common stock warrants for total cash proceeds of $ 14.9 million, net of issuance costs of $ 0.1 million.

Of the total proceeds, $ 14.8 million, net of $ 0.1 million of issuance costs, was allocated to the Series H redeemable convertible preferred stock, based on the estimated fair value of the redeemable convertible preferred stock relative to the estimated fair value of the common stock warrants.

As of January 31, 2022, the Company does not have any redeemable convertible preferred stock outstanding.

Redeemable convertible preferred stock as of January 31, 2021 and 2020 consisted of the following (in thousands, except for number of shares):

January 31, 2021

Shares Liquidation

Preference Carrying

Authorized Outstanding

Series A 29,027 29,027 $ 3,746 $ 3,697

Series B 132,831 130,146 13,993 13,947

Series C 45,222 45,222 13,068 13,039

Series D 45,744,194 44,307,263 54,946 49,469

Series E 22,578,525 21,772,150 54,000 26,795

Series F 23,611,372 23,611,372 59,000 58,624

Series G 28,533,636 28,533,636 125,000 124,745

Series H 42,154,388 42,154,388 240,000 229,925

Series H-1 (for liquidation preference including unpaid accumulated dividends)

22,351,053 22,351,053 146,594 95,456

185,180,248 182,934,257 $ 710,347 $ 615,697

January 31, 2020

Shares Liquidation

Preference Carrying

Authorized Outstanding

Series A 29,027 29,027 $ 3,746 $ 3,697

Series B 132,831 130,146 13,993 13,947

Series C 45,222 45,222 13,068 13,039

Series D 45,744,194 44,307,262 54,946 49,469

Series E 22,578,525 21,772,150 54,000 26,795

Series F 23,611,372 23,611,372 59,000 58,624

Series G 28,533,636 28,533,636 125,000 124,745

Series H 42,154,388 42,154,388 240,000 229,925

162,829,195 160,583,203 $ 563,753 $ 520,241

The significant features of the Legacy ChargePoint’s redeemable convertible preferred stock were as follows:

Dividend provisions — The holders of the outstanding shares of Series A, Series B, Series C, Series D, Series E, Series F, Series G, and Series H redeemable convertible preferred stock are entitled to receive, when and if declared by Legacy ChargePoint’s board of directors, a noncumulative dividend at the annual rate per share of $ 10.3251 , $ 8.5792 , $ 23.1286 , $ 0.0992 , $ 0.0992 , $ 0.1999 , $ 0.3505 , and $ 0.4554 , respectively, per annum, adjustable for certain events, such as stock splits and combinations.

The holders of the outstanding shares of Series H-1 redeemable convertible preferred stock are entitled to receive a cumulative dividend accrued at the annual rate of $ 0.4539 per share, accruing on a daily basis through the second anniversary of the issuance of the Series H-1 redeemable convertible preferred stock.

In addition, holders of redeemable convertible preferred stock participate in any distribution in excess of preferred dividends on an as converted basis.

The Company has declared no dividends as of January 31, 2022 and 2021.

As of January 31, 2022 and 2021, total unpaid accumulated dividends due to the Series H-1 redeemable convertible preferred stockholders were zero and $ 16.8 million, respectively.

Upon the closing of the Merger on February 26, 2021, 1,026,084 shares of Common Stock were issued to settle the accumulated dividend to the Series H-1 redeemable convertible preferred stockholders (see Note 4, Reverse Capitalization and Business Combinations).

Liquidation preference — In the event of any liquidation, dissolution, winding up or change of control of the Company, whether voluntary or involuntary, the holders of Series H-1 redeemable convertible preferred stock shall be entitled to receive on a pari passu basis, and prior and in preference to any distribution of any of the assets, the amount of $ 5.6934 per share for each share of Series H-1 redeemable convertible preferred stock then held, as applicable, adjusted for any stock dividends, combinations, splits, or recapitalization, plus all declared but unpaid dividends.

After payments to the holders of Series H-1 redeemable convertible preferred stock, the holders of Series H redeemable convertible preferred stock shall be entitled to receive on a pari passu basis, and prior and in preference to any distribution of any of the assets, the amount of $ 5.6934 per share for each share of Series H redeemable convertible preferred stock then held, as applicable, adjusted for any stock dividends, combinations, splits, or recapitalization, plus all declared but unpaid dividends.

After payments to the holders of Series H redeemable convertible preferred stock, holders of Series G redeemable convertible preferred stock shall be entitled to receive on a pari passu basis, and prior and in preference to any distribution of any of the assets, the

amount of $ 4.3808 per share for each share of Series G redeemable convertible preferred stock then held, as applicable, adjusted for any stock dividends, combinations, splits, or recapitalization, plus all declared but unpaid dividends.

After payments to the holders of Series G redeemable convertible preferred stock, holders of Series F redeemable convertible preferred stock shall be entitled to receive on a pari passu basis, and prior and in preference to any distribution of any of the assets, the amount of $ 2.4988 per share for each share of Series F redeemable convertible preferred stock then held, as applicable, adjusted for any stock dividends, combinations, splits, or recapitalization, plus all declared but unpaid dividends.

After payments to the holders of Series F redeemable convertible preferred stock, holders of Series E redeemable convertible preferred stock shall be entitled to receive on a pari passu basis, and prior and in preference to any distribution of any of the assets, the amount of $ 2.4802 per share for each share of Series E redeemable convertible preferred stock then held, as applicable, adjusted for any stock dividends, combinations, splits, or recapitalization, plus all declared but unpaid dividends.

After payments to the holders of Series E redeemable convertible preferred stock, holders of Series D redeemable convertible preferred stock shall be entitled to receive on a pari passu basis, and prior and in preference to any distribution of any of the assets, the amount of $ 1.2401 per share for each share of Series D redeemable convertible preferred stock then held, as applicable, adjusted for any stock dividends, combinations, splits, or recapitalization, plus all declared but unpaid dividends.

After payments to the holders of Series D redeemable convertible preferred stock, the holders of the Series C and Series B redeemable convertible preferred stock are entitled to receive the amount of $ 288.9825 and $ 107.5156 per share, respectively, for each share of Series C and Series B redeemable convertible preferred stock then held, as applicable, adjusted for any stock dividends, combinations, splits, or recapitalization, plus all declared but unpaid dividends.

After payments to the holders of Series C and Series B redeemable convertible preferred stock, the holders of the Series A redeemable convertible preferred stock are entitled to receive the amount of $ 129.0387 per share, respectively, for each share of Series A redeemable convertible preferred stock share then held, as applicable, adjusted for any stock dividends, combinations, splits, or recapitalization, plus all declared but unpaid dividends.

After payments to the holders of Series A redeemable convertible preferred stock, the entire remaining assets and surplus funds of the Company legally available for distribution, if any, shall be distributed pro rata among the holders of the then outstanding common stock and redeemable convertible preferred stock on an as-converted basis, rounded down to the next whole number of shares on a pari passu basis according to the number of shares of common stock held by such holders, until such time as each holder of then outstanding Series A, Series B, Series C, Series D, Series E, Series F, Series G, Series H, and Series H-1 redeemable convertible preferred stock have received an aggregate amount equal to 2 , 4 , 4 , 4 , 2.5 , 4 , 2 , 2 , and 2 times the preference amount, respectively, of each share of redeemable convertible preferred stock held by each holder.

After these distributions have been paid to all holders of redeemable convertible preferred stock, then the holders of then outstanding common stock will be entitled to receive all remaining assets of the Company legally available for distribution pro rata according to the number of outstanding shares of common stock then held by each holder.

The redeemable convertible preferred stock will be deemed to have been automatically converted into common stock if the redemption amount per share on an as-converted basis would be greater than such holder would otherwise be entitled to.

Conversion rights — Each share of Series A, Series B, Series C, Series D, Series E, Series F, Series G, Series H, and Series H-1 redeemable convertible preferred stock are convertible, at the option of the holder thereof, at any time after the date of issuance of such share, into such number of fully paid and non-assessable shares of common stock as is determined by dividing $ 91.7319 , $ 81.5974 , $ 139.6147 , $ 1.2401 , $ 1.2401 , $ 2.4988 , $ 4.3808 , $ 5.6934 , and $ 5.6934 , respectively, by the conversion price of $ 1.9011 , $ 1.9011 , $ 1.9011 , $ 1.2401 , $ 1.2401 , $ 2.4988 , $ 4.3808 , $ 5.6934 , and $ 5.6934 , respectively, in effect on the date the certificate is surrendered for conversion.

The holders of each series of redeemable convertible preferred stock shall benefit from certain anti-dilution adjustments in the event the Company issues shares at a per share price lower than the respective issuance price of each series of redeemable convertible preferred stock.

The redeemable convertible preferred stock will automatically convert into shares of common stock at the then effective conversion price for each such share immediately upon the Company’s sale of its common stock in a firm commitment of an underwritten initial public offering pursuant to a registration statement under the Securities Act of 1933, as amended, that has a public offering price of not less than $ 11.3867 per share, adjusted for any stock dividends, combinations, splits, or recapitalization, and which result in aggregate gross proceeds to the Company of not less than $ 100.0 million, net of underwriting discounts, commissions, and expenses.

Redemption and Balance Sheet Classification — While the redeemable convertible preferred stock does not have mandatory redemption provisions, the deemed liquidation preference provisions of the redeemable convertible preferred stock are considered contingent redemption provisions that are not solely within the Company’s control.

These elements primarily relate to deemed liquidation events such as a change of control.

Accordingly, the Company’s redeemable convertible preferred stock has been presented outside of permanent equity in the mezzanine section of the consolidated balance sheets.

Voting rights — The holders of each share of redeemable convertible preferred stock are entitled to the number of votes equal to the number of shares of common stock into which such shares of redeemable convertible preferred stock could be converted.

The holder of each share of common stock shall have the right to one vote for each such share and shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Company.

Holders of Series A, Series B, Series D, Series, F, and Series H redeemable convertible preferred stock have the right to appoint one , two , three , two , and two directors to the Company’s board of directors, respectively.

On February 26, 2021, the Merger was consummated and the Company issued 60,746,989 shares for an aggregate purchase price of $ 200.5 million, net of issuance costs of $ 29.4 million.

Immediately following the Merger, there were 277,768,357 shares of Common Stock outstanding with a par value of $ 0.0001 .

The Company has retroactively adjusted the shares issued and outstanding prior to February 26, 2021, to give effect to the Exchange Ratio established in the Merger Agreement to determine the number of shares of Common Stock into which they were converted.

Immediately prior to the Merger, 484,951,532 shares were authorized to issue at $ 0.0001 par value, with 299,771,284 shares designated as Common Stock and 185,180,248 shares of redeemable convertible preferred stock.

As of January 31, 2022 and 2021, the Company was authorized to issue 1,000,000,000 and 299,771,284 shares of common stock, respectively, with a par value of $ 0.0001 per share.

There were 334,760,615 and 22,961,032 shares issued and outstanding as of January 31, 2022 and 2021, respectively.

The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders.

The holders of common stock are not entitled to cumulative voting rights with respect to the election of directors, and as a consequence, minority stockholders are not able to elect directors on the basis of their votes alone.

Subject to preferences that may be applicable to any shares of redeemable convertible preferred stock currently outstanding or issued in the future, holders of common stock are entitled to receive ratably such dividends as may be declared by the Company’s board of directors out of funds legally available therefor.

In the event of the Company’s liquidation, dissolution, or winding up, holders of the Company’s common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preference of any then outstanding redeemable convertible preferred stock.

Holders of common stock have no preemptive rights and no right to convert their common stock into any other securities.

There are no redemption or sinking fund provisions applicable to the common stock.

Common Stock Reserved for Future Issuance

Shares of common stock reserved for future issuance on an as-if converted basis, were as follows:

Conversion of redeemable convertible preferred stock — 193,037,715

Stock options issued and outstanding 22,200,869 30,167,178

Restricted stock units outstanding 4,033,418 —

Redeemable convertible preferred stock warrants outstanding — 2,358,546

Common stock warrants outstanding 35,549,024 36,402,515

Shares available for grant under 2017 Stock Option Plan — 4,528,391

Shares available for grant under 2021 Equity Incentive Plan 36,370,596 —

Shares available for grant under 2021 ESPP 8,177,683 —

Total shares of common stock reserved 106,331,590 266,494,345

On February 26, 2021, upon the closing of the Merger as referenced in Note 4, Reverse Capitalization and Business Combinations, all of the outstanding redeemable convertible preferred stock was converted to Common Stock pursuant to the conversion ratio effective immediately prior to the Merger, and the remaining fair value was reclassified to additional paid-in capital.

Stock Warrants and Earnout

Redeemable Convertible Preferred Stock Warrants

Warrants to purchase a total of 2,358,528 shares of Series B, D and E redeemable convertible preferred stock were initially recognized as a liability recorded at fair value upon issuance and were subject to remeasurement to fair value at each balance sheet date.

As part of the Merger, Legacy ChargePoint redeemable convertible preferred stock was converted into Legacy ChargePoint common stock pursuant to the conversion rate effective immediately prior to the Merger while all related Legacy ChargePoint preferred stock warrants were converted into warrants exercisable for shares of Common Stock with terms consistent with the Legacy ChargePoint preferred stock warrants except for the number of shares exercisable therefor and the exercise price, each of which was adjusted using the Exchange Ratio.

At that time, the redeemable convertible preferred stock warrant liability was remeasured and reclassified to additional paid-in capital.

The liability associated with these warrants was subject to remeasurement at each balance sheet date using the Level 3 fair value inputs.

See Note 3, Fair Value Measurements , for further details.

The Level 3 fair value inputs used in the recurring valuation of the redeemable convertible preferred stock warrant liability were as follows:

February 26, 2021

(Merger Date) January 31, 2021 January 31, 2020

Expected volatility 84.3 % 80.5 % 58.4 %

Risk-free interest rate 0.0 % 0.1 % 1.6 %

Dividend rate 0.0 % 0.0 % 0.0 %

Expected term (years) 0 1.4 2.0

Common Stock Warrants

In addition to the warrants to purchase 2,358,528 shares of Legacy ChargePoint preferred stock described above, Legacy ChargePoint had outstanding warrants to purchase 36,402,503 shares of Legacy ChargePoint common stock (collectively, “Legacy Warrants”), which now represent warrants to purchase Common Stock.

Immediately following the Merger, there were 38,761,031 Legacy Warrants outstanding which are classified as equity.

During the fiscal year ended January 31, 2022, 3,222,442 Legacy Warrants were net exercised resulting in the issuance of 2,906,689 shares of Common Stock.

During the fiscal year ended January 31, 2022, proceeds received for the exercise of Legacy Warrants were $ 1.2 million.

As of January 31, 2022, there were 35,538,589 Legacy Warrants outstanding which are classified as equity.

January 31, 2022

Outstanding Warrants Expiration Date

Common Stock 21,727,177 $ 1.25 - $ 6.03

3/4/2022 – 8/6/2030

Common Stock 13,811,412 $ 9.04 11/16/2028 – 2/14/2029

Total outstanding common stock warrants 35,538,589

February 26, 2021 (Merger Date)

Outstanding Warrants Expiration Date

Common Stock 24,709,575 $ 1.00 - $ 6.03

3/4/2022 - 8/6/2030

Common Stock 14,051,456 $ 9.04 11/16/2028 – 2/14/2029

Total outstanding common stock warrants 38,761,031

______________

(1) The shares (and the warrants' exercise prices) subject to the Company's Legacy Warrants were restated to reflect the Exchange Ratio of approximately 0.9966 established in the Merger Agreement as discussed in Note 4.

January 31, 2021

Outstanding Warrants Expiration Date

Common Stock 22,351,053 $ 6.03 3/4/2022 - 8/6/2030

Common Stock 14,051,462 $ 9.04 11/16/2028 - 2/14/2029

Total outstanding common stock warrants 36,402,515

_____________

Private Placement Warrants

The Private Placement Warrants were initially recognized as a liability on February 26, 2021, at a fair value of $ 127.9 million and the Private Placement Warrant liability was remeasured to fair value as of any respective exercise dates and as of January 31, 2022.

The Company recorded a gain of $ 63.7 million for the fiscal year ended January 31, 2022, classified within change in fair value of warrant liabilities in the consolidated statements of operations.

As of January 31, 2022, there were 10,435 Private Placement Warrants outstanding.

The Private Placement Warrants were valued using the following assumptions under the BLM that assumes optimal exercise of the Company’s redemption option at the earliest possible date:

2022 February 26, 2021 (Merger Date)

Market price of public stock $ 13.85 $ 30.83

Exercise price $ 11.50 $ 11.50

Expected term (years) 4.1 5.0

Volatility 70.5 % 73.5 %

Risk-free interest rate 1.0 % 0.8 %

Dividend rate 0.0 % 0.0 %

Public Warrants

The Public Warrants became exercisable 30 days after the completion of the Merger.

The Public Warrants were exercisable for a whole number of shares.

The Public Warrants were initially recognized as a liability on February 26, 2021 at a fair value of $ 153.7 million and the public warrant liability was remeasured to fair value based upon the market price as warrants were exercised.

On June 4, 2021 the Company issued a redemption notice pursuant to which all but 244,481 Public Warrants were exercised by the Public Warrant holders.

At the conclusion of the redemption notice period on July 6, 2021, the Company redeemed the remaining 244,481 Public Warrants outstanding for $ 0.01 per warrant.

The Company recognized a loss of $ 15.9 million for the fiscal year ended January 31, 2022, classified within change in fair value of warrant liabilities in the consolidated statements of operations.

During the fiscal year ended January 31, 2022, proceeds received for the exercise of Public Warrants were $ 117.6 million.

As of January 31, 2022, no Public Warrants remained outstanding.

Warrants Activity

Activity of warrants is set forth below:

Legacy Warrants (1)

Private Placement Warrants Public Warrants Total

Common Stock Warrants (1)

Outstanding as of January 31, 2021 38,761,031 — — 38,761,031

Common Stock Warrants as Part of the Merger

— 6,521,568 10,470,562 16,992,130

Warrants Exercised ( 3,222,442 ) ( 6,511,133 ) ( 10,226,081 ) ( 19,959,656 )

Warrants Redeemed — — ( 244,481 ) ( 244,481 )

Outstanding as of January 31, 2022 35,538,589 10,435 — 35,549,024

_______________

Contingent Earnout Liability

During the five year period starting at the closing of the Merger (“Earnout Period”), eligible former equity holders of Legacy ChargePoint were eligible to receive up to 27,000,000 additional shares of Common Stock (“Earnout Shares”) in three equal tranches if the Earnout Triggering Events (as described in the Merger Agreement) were fully satisfied.

The three Earnout Triggering Events were the dates on which the closing volume weighted-average price (“VWAP”) per share of common stock quoted on the NYSE (or the exchange on which the shares of the Company’s Common Stock are then listed) is greater or equal to $ 15.00 , $ 20.00 and $ 30.00 , respectively, for any ten trading days within any 20 consecutive trading day period within the Earnout Period.

Upon the closing of the Merger, the contingent obligation to issue Earnout Shares was accounted for as a liability because the Earnout Triggering Events that determine the number of Earnout Shares required to be issued include events that are not solely indexed to the Common Stock of ChargePoint.

The estimated fair value of the total Earnout Shares at the closing of the Merger on February 26, 2021, was $ 828.2 million based on a Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the Earnout Period using the most reliable information available.

Assumptions used in the valuation are described below.

2021 February 26,

Current stock price $ 27.84 $ 30.83

Expected volatility 72.00 % 71.60 %

Risk-free interest rate 0.85 % 0.75 %

Dividend rate 0.00 % 0.00 %

Expected term (years) 4.96 5.00

The first two Earnout Triggering Events for up to 18,000,000 of the Earnout Shares occurred on March 12, 2021, and, after withholding some of these Earnout Shares to cover employee withholding tax obligations, 17,539,657 Earnout Shares were issued on March 19, 2021, and the estimated fair value of the earnout liability was remeasured to $ 743.7 million, including (i) $ 501.1 million related to the Earnout Shares issuable upon the occurrence of the Earnout Triggering Event associated with the $ 15.00 and $ 20.00 VWAP per share thresholds based on the Common Stock price as of March 12, 2021, and (ii) $ 242.6 million related to the estimated fair value of earnout liability related to the remaining 9,000,000 Earnout Shares issuable upon the occurrence of the Earnout Triggering Event associated with the $ 30.00 VWAP per share threshold based on a Monte Carlo simulation valuation model as of March 12, 2021, as described above.

The change in fair value resulted in a gain of $ 84.4 million recognized in the consolidated statement of operations for the three months ended April 30, 2021.

Upon settlement of the first two tranches, the classification of the remaining 9,000,000 Earnout Shares of the third tranche was changed to equity on March 12, 2021, because the Earnout Shares became an instrument contingently issuable upon the occurrence of the Earnout Triggering Event into a fixed number of Common Shares that is not based on an observable market price or index other than the Company’s own stock price.

The third and final Earnout Triggering Event for up to 9,000,000 of the Earnout Shares associated with the $ 30.00 VWAP per share threshold occurred on June 29, 2021, and, after the withholding of some of these Earnout Shares to cover employee withholding tax obligations, 8,773,596 Earnout Shares were issued on July 1, 2021.

No further Earnout Shares remained contingently issuable as of January 31, 2022.

Equity Plans and Stock-Based Compensation

The following sets forth the total stock-based compensation expense for employee equity plans included in the Company’s consolidated statements of operations:

Year Ended January 31,

2022 2021 2020

(in thousands)

Cost of revenue $ 3,782 $ 115 $ 39

Research and development 25,461 1,807 871

Sales and marketing 9,154 1,501 1,164

General and administrative 28,934 1,524 863

Total stock-based compensation expense $ 67,331 $ 4,947 $ 2,937

The following set forth the total stock-based compensation expense by award type is as follows:

Year Ended January 31,

2022 2021 2020

(in thousands)

Stock Options $ 20,705 $ 4,947 $ 2,937

ESPP 1,272 — —

RSU 45,354 — —

Total stock-based compensation expense $ 67,331 $ 4,947 $ 2,937

2021 Employee Stock Purchase Plan

On February 25, 2021, the stockholders of the Company approved the 2021 Employee Stock Purchase Plan (“2021 ESPP”).

The 2021 ESPP permits participants to purchase shares of the Company’s Common Stock, up to the IRS allowable limit, through contributions (in the form of payroll deductions or otherwise to the extent permitted by the administrator) of up to 15 % of their eligible compensation.

The 2021 ESPP provides for consecutive, overlapping 24-month offering periods, subject to certain rollover and reset mechanisms as defined in the ESPP.

Participants are permitted to purchase shares of the Company’s Common Stock at the end of each 6-month purchase period at 85 % of the lower of the fair market value of the Company’s Common Stock on the first trading day of an offering period or on the last trading date of each purchase period.

A participant may purchase a maximum of 10,000 shares of the Company’s Common Stock during a purchase period.

Participants may end their participation at any time during an offering and will be refunded any accumulated contributions that have not yet been used to purchase shares.

Participation ends automatically upon termination of employment with the Company.

The initial offering period is from October 1, 2021 through September 9, 2023.

Further, on the first day of each March during the term of the 2021 ESPP, commencing on March 1, 2021 and ending on (and including) March 1, 2040, the aggregate number of shares of Common Stock that may be issued under the 2021 ESPP shall automatically increase by a number equal to the lesser of (i) one percent ( 1 %) of the total number of shares of Common Stock issued and outstanding on the last day of the preceding month, (ii) 5,400,000 shares (subject to standard anti-dilution adjustments), or (iii) a number of shares determined by the Company’s Board of Directors.

As of January 31, 2022, 8,177,683 shares of Common Stock were available under the 2021 ESPP.

As of January 31, 2022, unrecognized stock-based compensation expense for ESPP was $ 6.1 million and is expected to be recognized over the weighted average period of 1.83 years.

2021 Equity Incentive Plan

On February 25, 2021, the stockholders of the Company approved the 2021 Equity Incentive Plan (“2021 EIP”).

Under the 2021 EIP, the Company can grant stock options, stock appreciation rights, restricted stock, restricted stock units (“RSU”) and certain other awards which are settled in the form of shares of Common Stock issued under this 2021 EIP.

On the first day of each March, beginning on March 1, 2021 and continuing through March 1, 2030, the 2021 EIP reserve will automatically increase by a number equal to the lesser of (a) 5 % of the total number of shares actually issued and outstanding on the last day of the preceding month and (b) a number of shares determined by the Company’s Board of Directors.

As of January 31, 2022, 36,370,596 shares of Common Stock were available under the 2021 EIP.

There were no options granted for the year ended January 31, 2022.

Restricted Stock Units

The 2021 EIP provides for the issuance of RSUs to employees and directors.

A summary of activity of RSUs under the 2021 EIP at January 31, 2022 and changes during the periods then ended is presented in the following table:

Number of Shares Weighted Average Grant Date Fair Value per Share

Outstanding as of January 31, 2021 — $ —

RSU granted 5,664,811 $ 26.57

RSU vested ( 1,380,988 ) $ 27.36

RSU forfeited ( 250,405 ) $ 27.05

Outstanding as of January 31, 2022 4,033,418 $ 26.27

The weighted-average grant date fair value of RSUs granted in the years ended January 31, 2022 was $ 26.57 .

The total grant date fair value of RSUs vested during the year ended January 31, 2022 was $ 37.8 million.

As of January 31, 2022, unrecognized stock-based compensation expense for RSU was $ 81.5 million and is expected to be recognized over a weighted-average period of 2.83 years.

2017 Plan and 2007 Plan

In fiscal year 2022, the Company terminated its 2017 Stock Option Plan (the “2017 Plan”) and 2007 Stock Option Plan (the “2007 Plan”).

No further awards will be granted under the 2017 and 2007 Plans.

As of January 31, 2022, 19,071,585 shares and 3,129,284 shares of Common Stock remain reserved for outstanding awards issued under the 2017 and 2007 Plans, respectively.

Stock-based awards forfeited, cancelled or repurchased from the above plans generally are returned to the pool of shares of Common Stock available for issuance under the 2021 EIP Plan.

Stock Options Activity

A summary of option activity under the 2017 and 2007 Plans at January 31, 2022 and changes during the periods then ended is presented in the following table:

Awards Weighted

Exercise Price Weighted

Remaining Contractual term

(in years) Aggregate

Intrinsic Value

(in thousands)

Outstanding as of January 31, 2021

30,166,792 $ 0.71 7.3 $ 1,064,539

Granted — $ —

Exercised ( 7,238,656 ) $ 0.62

Cancelled ( 727,267 ) $ 2.39

Outstanding as of January 31, 2022

22,200,869 $ 0.68 6.6 $ 292,362

Options vested and expected to vest as of January 31, 2022

21,801,260 $ 0.68 6.6 $ 287,130

Exercisable as of January 31, 2022

15,162,200 $ 0.65 6.0 $ 200,088

The options outstanding as of January 31, 2022, include the June 2020 grant of a stock option under the 2017 Plan to the Company’s Chief Executive Officer to purchase a total of 1,500,000 shares of Common Stock (“CEO Award”) originally subject to both service and performance-based vesting conditions.

No stock-based compensation expense had been recorded prior to the Merger as the CEO Awards were improbable of vesting before and after two modifications in each of September 2020 and December 2020, because the performance-based vesting condition was contingent upon the closing of the Merger.

Accordingly, the Company commenced recognition of stock-based compensation expense for the CEO Award following the Merger in February 2021 when the only remaining vesting condition was service-based.

As of January 31, 2022 and 2021, the total unrecognized compensation expense related to the unvested portion of the CEO Award was $ 28.4 million and $ 44.3 million, respectively, which is expected to be recognized over a period of 2 years.

The weighted-average grant date fair value of options granted in the years ended January 31, 2022, 2021, and 2020 was zero , $ 0.94 , and $ 0.31 per share, respectively.

The total fair value of options vested during the years ended January 31, 2022, 2021, and 2020 was $ 3.4 million, $ 5.4 million, and $ 2.5 million, respectively.

As of January 31, 2022, unrecognized stock-based compensation expense for options was $ 32.4 million and is expected to be recognized over a weighted-average period of 1.63 years.

Determination of Fair Value

The Company records stock-based compensation based on the fair value of stock options and ESPP on grant date using the Black-Scholes option-pricing model.

The weighted-average assumptions in the Black-Scholes option-pricing models used to determine the fair value of stock options granted during the years ended January 31, 2021, and 2020 were as follows:

Year Ended January 31,

Expected volatility 49.1 % - 51.6 %

40.3 % - 40.9 %

Risk-free interest rate 0.3 % - 1.6 %

1.4 % - 2.4 %

Dividend rate 0.0 % 0.0 %

Expected term (in years) 5.6 - 5.8

Fair value of the underlying common stock:

Expected volatility:

Risk-free interest rate:

The risk-free interest rate is based on the U.S.

Treasury yield curve in effect at the time of grant for zero-coupon U.S.

Treasury notes with maturities corresponding to the expected term of the awards.

Expected dividend yield:

The expected dividend rate is zero as Legacy ChargePoint had no history or expectation of declaring dividends on its common stock.

Expected term:

The expected term represents the period these stock awards are expected to remain outstanding and is based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules, and expectations of future employee behavior.

The Company did not grant any options during the year ended January 31, 2022.

The weighted-average assumptions in the Black-Scholes option-pricing models used to determine the fair value of ESPP rights granted during the year ended January 31, 2022 were as follows:

Year Ended January 31,

Expected volatility 61.8 % - 73.5 %

Risk-free interest rate 0.1 % - 0.3 %

Dividend rate 0.0 %

Expected term (in years) 0.4 - 1.9

Expected volatility:

The expected volatility was determined by using a blended volatility approach of peer volatility and implied volatility.

Risk-free interest rate:

The risk-free interest rate is based on the U.S.

Treasury yield curve in effect at the time of grant for zero-coupon U.S.

Treasury notes with maturities corresponding to the expected term of the awards.

Expected dividend yield:

The expected dividend rate is zero as ChargePoint currently has no history or expectation of declaring dividends on its Common Stock.

Expected term:

The expected term represents the length of time the ESPP rights under each purchase period are outstanding.

The Company estimates the fair value of RSUs as the closing market value of its Common Stock on the grant date.

The components of net loss before income taxes were as follows:

Year Ended January 31,

2022 2021 2020

(in thousands)

Domestic $ ( 131,916 ) $ ( 197,908 ) $ ( 134,578 )

Foreign ( 3,255 ) 1,082 475

Net loss before income taxes $ ( 135,171 ) $ ( 196,826 ) $ ( 134,103 )

The components of the provision for (benefit from) income taxes were as follows:

Year Ended January 31,

2022 2021 2020

(in thousands)

Federal $ — $ — $ —

State 17 47 35

Foreign 359 151 189

Total current $ 376 $ 198 $ 224

Federal $ ( 1,242 ) $ — $ —

State ( 423 ) — —

Foreign ( 1,641 ) — —

Total deferred ( 3,306 ) — —

Total provision for income taxes $ ( 2,930 ) $ 198 $ 224

A reconciliation of the U.S.

federal statutory rate to the Company’s effective tax rate was as follows:

Year Ended January 31,

2022 2021 2020

Tax at federal statutory rate 21.0 % 21.0 % 21.0 %

State tax rate, net — % — % — %

Permanent differences 0.2 % ( 0.6 %) ( 1.5 %)

Warrant and earnout revaluation 20.9 % ( 7.8 %) ( 0.1 %)

Stock-based compensation 8.0 % ( 0.2 %) ( 0.2 %)

Intangible assets amortization 1.3 % — % — %

Change in valuation allowance ( 45.5 %) ( 13.6 %) ( 21.1 %)

Transaction cost ( 1.2 %) — % — %

Research and development tax credits 2.8 % 1.1 % 1.8 %

Section 162(m) executive compensation limitation

( 5.3 ) % — % — %

Effective tax rate 2.2 % ( 0.1 ) % ( 0.1 ) %

The significant components of the Company’s deferred tax assets and liabilities as of January 31, 2022 and 2021 were as follows:

Year Ended January 31,

(in thousands)

Deferred tax assets:

StartUp/Organization Costs

Net operating losses $ 199,299 $ 114,154

Research & development credits 25,725 12,054

Deferred revenue 10,691 15,270

Accruals and reserves 10,882 8,102

Stock-based compensation 2,445 980

Operating lease liabilities 7,490 6,999

Total deferred tax assets 256,532 157,559

valuation allowance ( 240,584 ) ( 150,991 )

Deferred tax asset, net of allowance

assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or

all of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation

of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.

Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies

in making this assessment.

After consideration of all of the information available, management believes that significant uncertainty

exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance.

For the year ended December 31, 2020, the valuation allowance was approximately $827,000.

reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows:

For the year ended

For The period from May 10, 2019 (inception) through December 31,

Statutory Federal income tax rate

Meals & entertainment

Change in Valuation Allowance

Income Taxes Provision (Benefit)

Company’s taxable income primarily consists of interest income on the Trust Account.

The Company’s general and administrative

expenses are generally considered start-up costs and are not currently deductible.

During the year ended December 31, 2020, approximately

$202,000 of income tax expense was recognized.

The Company’s effective tax rate for the year ended December 31, 2020 was

a negative 4%, which differs from the expected income tax rate due to a full valuation allowance recognized on the deferred tax

asset resulting from non-deductible start-up costs.

Deferred tax liabilities:

Depreciation and amortization ( 177 ) ( 375 )

Operating lease right-of-use assets ( 6,550 ) ( 6,186 )

Acquired intangible assets ( 26,918 ) —

Total deferred tax liabilities ( 33,645 ) ( 6,561 )

Net deferred tax assets (liabilities) $ ( 17,697 ) $ 7

The Company determines its valuation allowance on deferred tax assets by considering both positive and negative evidence in order to ascertain whether it is more likely than not that deferred tax assets will be realized.

Realization of deferred tax assets is dependent upon the generation of future taxable income, if any, the timing and amount of which are uncertain.

Due to the Company’s historical operating losses in the United States (“US”), the Company believes that it is more likely than not that the US deferred taxes will not be realized;

accordingly, the Company has recorded a full valuation allowance on its net US deferred tax assets as of January 31, 2022 and 2021.

The valuation allowance increased by $ 89.6 million, $ 16.7 million, and $ 36.2 million during the years ended January 31, 2022, 2021, and 2020, respectively.

The increases were primarily driven by losses and tax credits generated in the United States.

As of January 31, 2022, the Company had federal and California state net operating loss (“NOL”) carryforwards of $ 737.8 million and $ 312.6 million, respectively, of which $ 549.0 million of the federal NOL carryforwards can be carried forward indefinitely.

The federal and California state net operating loss carryforwards begin to expire in 2028 and 2029, respectively.

In addition, the Company had NOLs for other states of $ 270.9 million, which expire beginning in the year 2023.

As of January 31, 2022, the Company had federal and California state research credit carryforwards of $ 24.5 million and $ 23.2 million, respectively.

The federal credit carryforwards will begin to expire in 2038.

The California research credit carryforwards can be carried forward indefinitely.

The Company had alternative refueling property tax credits that are permanently limited by Section 382.

Under Internal Revenue Code Section 382 (“Section 382”) , the Company’s ability to utilize NOL carryforwards or other tax attributes such as research tax credits, in any taxable year may be limited if the Company experiences, or has experienced, an “ownership change.” A Section 382 ownership change generally occurs if one or more stockholders or groups of stockholders, who own at least 5% of the Company’s stock, increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period.

Similar rules may apply under state tax laws.

In the prior year, the Company estimated the Section 382 impact on its tax attributes through January 31, 2021.

As of January 31, 2022, the Company completed its Section 382 analysis and determined it had experienced ownership changes in some periods through January 31, 2021.

As a result of the ownership changes, approximately $ 17.1 million of Federal NOLs, $ 17.9 million of California NOLs, and $ 4.7 million of federal tax credits are expected to expire unutilized for income tax purposes.

As such, these amounts are excluded from the above-mentioned carryforward balance as of January 31, 2022.

The Company expects to complete the Section 382 analysis of ownership changes that occurred during the year ending January 31, 2022 during the year ending January 31, 2023 and has not reduced NOLs for such changes as of January 31, 2022.

Subsequent ownership changes may affect the limitation in future years.

The following table summarizes the activity related to unrecognized tax benefits as follows:

Year Ended January 31,

2022 2021 2020

(in thousands)

Unrecognized tax benefits - beginning $ 9,402 $ 10,153 $ 6,884

Gross changes - prior period tax position 2,039 ( 3,620 ) —

Gross changes - current period tax position 7,797 2,869 3,269

Unrecognized tax benefits — ending $ 19,238 $ 9,402 $ 10,153

As of January 31, 2022, the Company had unrecognized tax benefits of $ 19.2 million, which would not impact the effective tax rate, if recognized, due to the valuation allowance.

The Company does not expect its unrecognized tax benefits will significantly change over the next twelve months.

The Company recognizes interest and penalties related to the underpayment of income taxes as a component of income tax expense or benefit.

To date, there have been no interest or penalties charged in relation to unrecongized tax benefits.

The Company is subject to income taxes in United States federal and various state, local, and foreign jurisdictions.

The fiscal years from 2008 to 2022 remain open to examination due to the carryover of unused net operating losses or tax credits.

The Company intends to indefinitely reinvest the undistributed earnings of its foreign subsidiaries in those operations.

Therefore, the Company has not accrued any provision for taxes associated with the repatriation of undistributed earnings from its foreign subsidiaries as of January 31, 2022.

The amount of unrecognized deferred tax liability on these undistributed earnings was not material as of January 31, 2022.

Related Party Transactions

Daimler AG and its affiliated entities (“Daimler”) is an investor in the Company and one of its employees is a member of the Company’s board of directors.

The following revenue transactions took place between the Company and Daimler during the respective fiscal years:

Year Ended January 31,

2022 2021 2020

(in thousands)

Daimler $ 4,443 $ 3,457 $ 3,112

Revenue from related parties

$ 4,443 $ 3,457 $ 3,112

Related party accounts receivable as of January 31, 2022 and 2021 from Daimler were $ 2.2 million and $ 1.2 million, respectively.

Geographic Information

Revenue by geographic area based on the shipping address of the customers was as follows:

Year Ended January 31,

2022 2021 2020

(in thousands)

United States $ 205,186 $ 131,571 $ 130,184

Rest of World 35,820 14,919 14,331

Total revenue $ 241,006 $ 146,490 $ 144,515

Long-lived assets by geographic area were as follows:

(in thousands)

United States $ 72,026 $ 46,759

Netherlands 87,731 504

Rest of World 7,580 4,542

Total long-lived assets $ 167,337 $ 51,805

Basic and Diluted Net Loss per Share

The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the years ended January 31, 2022, 2021, and 2020:

Year Ended January 31,

2022 2021 2020

(in thousands, except share and per share data)

Net income (loss) $ ( 132,241 ) $ ( 197,024 ) $ ( 134,327 )

Accretion of beneficial conversion feature of redeemable convertible preferred stock — ( 60,377 ) —

Cumulative dividends on redeemable convertible preferred stock ( 4,292 ) ( 16,799 ) —

Deemed dividends attributable to vested option holders ( 51,855 ) — —

Deemed dividends attributable to common stock warrant holders ( 110,635 ) — —

Net loss attributable to common stockholders - Basic $ ( 299,023 ) $ ( 274,200 ) $ ( 134,327 )

Gain attributable to earnout shares issued ( 84,420 ) — —

Change in fair value of dilutive warrants ( 68,223 ) — —

Net loss attributable to common stockholders - Diluted $ ( 451,666 ) $ ( 274,200 ) $ ( 134,327 )

Weighted average common shares outstanding 297,642,999 $ 15,116,763 $ 8,893,787

Weighted-average unvested restricted shares and shares subject to repurchase ( 221,030 ) — —

Weighted average shares outstanding - Basic 297,421,969 15,116,763 8,893,787

Earnout Shares under the treasury stock method 3,701,427 — —

Public and Private Placement Warrants under the treasury stock method 1,366,870 — —

Weighted average shares outstanding - Diluted 302,490,266 15,116,763 8,893,787

Net loss per share - Basic $ ( 1.01 ) $ ( 18.14 ) $ ( 15.10 )

Net loss per share - Diluted $ ( 1.49 ) $ ( 18.14 ) $ ( 15.10 )

As a result of the Merger, the Company has retroactively adjusted the weighted-average number of shares of Common Stock outstanding prior to the Closing Date by multiplying them by the Exchange Ratio of 0.9966 used to determine the number of shares of Common Stock into which they converted.

The Common Stock issued as a result of the redeemable convertible preferred stock conversion on the Closing Date was included in the basic net loss per share calculation on a prospective basis.

Redeemable convertible preferred stock and preferred stock warrants outstanding prior to the Merger Closing Date were excluded from the diluted net loss per share calculation for the year ended January 31, 2022, because including them would have had an antidilutive effect.

The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have had an antidilutive effect were as follows:

Year Ended January 31,

2022 2021 2020

Redeemable convertible preferred stock (on an as-converted basis)

— 193,037,715 170,686,661

Options to purchase common stock

22,200,869 30,167,178 34,883,465

Unvested restricted common stock

Restricted stock units 4,033,418 — —

Unvested early exercised common stock options

132,180 371,193 58,830

Redeemable convertible preferred stock warrants (on an as-converted basis)

— 2,358,546 2,358,546

Common stock warrants

35,549,024 36,402,515 14,051,462

Employee stock purchase plan 894,348 — —

Total potentially dilutive common share equivalents

62,809,839 262,337,147 222,205,064

Employee Benefit Plans

The Company has a defined-contribution plan intended to qualify under Section 401 of the Internal Revenue Code (the “401(k) Plan”).

The Company contracted with a third-party provider to act as a custodian and trustee, and to process and maintain the records of participant data.

Substantially all of the expenses incurred for administering the 401(k) Plan are paid by ChargePoint.

The Company has not made any matching contributions to date.

Subsequent Events

has evaluated subsequent events to determine if events or transactions occurring through the date the consolidated financial statements

were available for issuance require potential adjustment to or disclosure in the consolidated financial statements and has concluded

that all such events that would require recognition or disclosure have been recognized or disclosed.

On February 2, 2022, in connection with its acquisition of has•to•be on October 6, 2021, the Company paid the closing working capital adjustment amount of $ 2.8 million.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

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 8. Financial Statements and Supplementary Data