What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2023-04-03 compared with 2022-04-04 · 373 added, 485 removed, 1057 unchanged (45% of the section changed)

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Notes to Consolidated Financial Statements

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Report of Independent Registered Public Accounting Firm

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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”).

and its subsidiaries (the “Company”) as of January 31, 2023 and 2022, and the related consolidated statements of operations, of comprehensive loss, of redeemable convertible preferred stock and stockholders' equity (deficit) and of cash flows for each of the three years in the period ended January 31, 2023, 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, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2023 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.

Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of January 31, 2023, 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) 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 and (ii) effective controls over segregation of duties.

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.

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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;

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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.

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

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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.

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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.

(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 and adequate controls related to the preparation and review of journal entries;

(iii) designing and maintaining controls over segregation of duties;

and (iv) 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 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 disclosed by management, material weaknesses existed during the year related to management not designing and maintaining (i) a sufficient complement of personnel with an appropriate degree of accounting knowledge, experience and training to appropriately analyze, record and disclose accounting matters and (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 and adequate controls related to the preparation and review of journal entries.

As described in the “Opinions on the Financial Statements and Internal Control over Financial Reporting” section, material weaknesses related to not designing and maintaining (i) 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 and (ii) effective controls over segregation of duties existed as of January 31, 2023 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.

These procedures also included (i) manually testing the completeness and accuracy of system reports or other information generated by the Company’s information systems;

(ii) evaluating whether segregation of duties was maintained;

and (iii) evaluating whether management designed and maintained 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 and adequate controls related to the preparation and review of journal entries.

/s/ PricewaterhouseCoopers LLP

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

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ChargePoint Holdings, Inc.

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Restricted cash 30,400 400

Short-term investments 104,966 —

Accounts receivable, net of allowance of $ 10,000 as of January 31, 2023 and $ 5,584 as of January 31, 2022

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Total assets $ 1,079,957 $ 855,897

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

Liabilities and Stockholders' Equity

Current liabilities:

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Deferred revenue 88,777 77,142

Debt, current — 10,208

Total current liabilities 284,336 189,046

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Deferred tax liabilities 12,987 17,697

Redeemable convertible preferred stock warrant liability — 75,843

Other long-term liabilities 1,032 7,104

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Commitments and contingencies (Note 10)

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):

Stockholders' equity:

Common stock:

$ 0.0001 par value;

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

1,000,000,000 shares authorized as of each of January 31, 2023 and 2022;

348,330,481 and 334,760,615 shares issued and outstanding as of January 31, 2023 and 2022, 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

10,000,000 shares authorized as of each of January 31, 2023 and 2022;

zero shares issued and outstanding as of each of January 31, 2023 and 2022

Additional paid-in capital 1,528,104 1,366,855

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Accumulated deficit ( 1,156,763 ) ( 811,655 )

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

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

Total stockholders' equity 354,992 547,014

Total liabilities and stockholders' equity $ 1,079,957 $ 855,897

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

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ChargePoint Holdings, Inc.

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Interest income 5,534 98 315

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

Interest expense and amortization of debt discount and issuance cost ( 9,434 ) ( 1,502 ) ( 3,253 )

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

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

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ChargePoint Holdings, Inc.

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Other comprehensive income (loss):

Foreign currency translation adjustment ( 8,374 ) 141 131

Foreign currency translation adjustment, net of tax ( 7,716 ) ( 8,374 ) 141

Available-for-sale short-term investments:

Unrealized gain, net of tax — — 23

Unrealized loss on short-term investments, net of tax ( 449 ) — —

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

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

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ChargePoint Holdings, Inc.

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

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 )

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

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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

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

— — — — 66,606 — — 66,606

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

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Issuance of earnout shares upon triggering events, net of tax withholding — — 26,313,253 3 480,222 — — 480,225

— — 26,313,253 3 480,222 — — 480,225

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

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

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

Issuance of common stock under stock plans, net of tax withholdings — — 7,267,807 1 2,501 — — 2,502

Issuance of common stock upon exercise of warrants — — 1,041,533 — 6,932 — — 6,932

Issuance of common stock upon ESPP purchase — — 607,384 — 8,947 — — 8,947

Issuance of common stock in connection with ATM offerings, net of issuance costs — — 4,657,806 1 49,449 — — 49,450

Vesting of early exercised stock options — — — — 69 — — 69

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Preferred Stock Common Stock Additional

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Shares Amount Shares Amount

Reclassification of remaining contingent earnout liability upon triggering event

— — — — 242,640 — — 242,640

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

Repurchase of early exercised common stock — — ( 4,664 ) — — — —

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

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ChargePoint Holdings, Inc.

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

Deferred tax benefit ( 3,306 ) — —

Other 16,832 374 1,858

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

Proceeds from issuance of debt, net of issuance costs 293,972 — —

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

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Proceeds from issuance of stock in connection with stock plans, net of withholding taxes 11,446 4,916 5,913

Proceeds from issuance of common stock in connection with ATM offerings 49,450 — —

Net cash provided by financing activities 372,859 549,687 128,913

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Cash, cash equivalents, and restricted cash at end of period $ 294,562 $ 315,635 $ 145,891

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Year Ended January 31,

2023 2022 2021

Supplementary cash flow information

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

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ChargePoint Holdings, Inc.

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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.

(“ChargePoint” or the “Company”, “it”, “its”) designs, develops and markets networked electric vehicle (“EV”) charging system infrastructure (“Networked Charging Systems”), connected through cloud-based services (“Cloud” or “Cloud Services”) which (i) enable charging system owners, or hosts, to manage their Networked Charging Systems, and (ii) enable drivers to locate, reserve and authenticate Networked Charging Systems, and to transact EV charging sessions on those systems.

ChargePoint’s Networked Charging Systems, subscriptions and other offerings provide 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.

In addition, the Company offers a range of extended warranties (“Assure”), as well as its ChargePoint as a Service (“CPaaS”) program which bundles use of ChargePoint owned and operated systems with Cloud Services, Assure and other benefits into one subscription.

On September 23, 2020, ChargePoint, Inc.

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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.

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.

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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.

Since inception, the Company has been engaged in developing and marketing its Networked Charging Systems, subscriptions and other 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, 2023, the Company had an accumulated deficit of $ 1,156.8 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.

The Company has funded its operations primarily with proceeds from the issuance of redeemable convertible preferred stock, convertible notes, exercise proceeds from options and warrants, borrowings under its loan facilities, customer payments, proceeds from sale of Common Stock under the ATM Facility, 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.

The Company had cash, cash equivalents, and restricted cash and short-term investments of $ 399.5 million as of January 31, 2023.

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.

The Company’s operating plan may change as a result of many factors currently unknown and there can be no assurance that the current operating plan will be achieved at the levels or in the time frame anticipated by the Company, and it may need to seek additional funds sooner than planned.

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

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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.

Significant estimates include determining standalone selling price for performance obligations in contracts with customers, the estimated expected benefit period for

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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, 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.

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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.

Cash and cash equivalents are held in domestic and foreign cash accounts across 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.

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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.

As of January 31, 2023, one customer individually accounted for 10 % or more of accounts receivable, net.

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

For the year ended January 31, 2023, there was one customer that represented 10 % or more of total revenue.

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

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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

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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.

Restricted cash relates to cash deposits restricted under letters of credit issued in support of customer and contract manufacturer agreements.

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

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Total cash, cash equivalents, and restricted cash $ 294,562 $ 315,635 $ 145,891

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Short-Term Investments

The Company's portfolio of marketable debt securities is comprised solely of U.S.

government securities with maturities of more than three months, but less than one year.

The Company classifies these as available-for-sale at purchase date and will reevaluate such designation at each period end date.

The Company may sell these marketable debt securities prior to their stated maturities depending upon changing liquidity requirements.

These debt securities are classified as current assets in the consolidated balance sheet and recorded at fair value, with unrealized gains or losses included in accumulated other comprehensive income (loss) and as a component of the consolidated statements of comprehensive loss.

Gains and losses are recognized when realized.

Gains and losses are determined using the specific identification method and are reported in other income (expense), net in the consolidated statements of operations.

An impairment loss may be recognized when the decline in fair value of the debt securities is determined to be other-than-temporary.

The Company evaluates its investments for other-than-temporary declines in fair value below the cost basis each quarter, or whenever events or changes in circumstances indicate that the cost basis of the short-term investments may not be recoverable.

The evaluation is based on a number of factors, including the length of time and the extent to which the fair value has been below the cost basis, as well as adverse conditions related specifically to the security, such as any changes to the credit rating of the security and the intent to sell or whether the Company will more likely than not be required to sell the security before recovery of its amortized cost basis.

Credit-related impairment losses, not to exceed the amount that fair value is less than the amortized cost basis, are recognized through an allowance for credit losses with changes in the allowance for credit losses recorded in other income (expense), net in the consolidated statements of operations.

Accrued interest receivable is excluded from the estimate of credit losses.

Accounts Receivable, net

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

Accounts receivable for products, services and in certain scenarios charging sessions 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.

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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.

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Property and Equipment, net

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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 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.

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

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

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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

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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.

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 six to ten years .

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Fair Value of Financial Instruments

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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.

As discussed in Note 12, Stock Warrants and Earnout , upon the effectiveness of the Merger, substantially all of the outstanding redeemable convertible preferred stock warrants were converted into shares of Common Stock.

As such, the associated warrant liability was reclassified to additional paid-in-capital upon the Merger and was no longer an outstanding Level 3 financial instrument as of January 31, 2023 and 2022.

Prior to the Merger, the Company evaluated whether its warrants to purchase shares of redeemable convertible preferred stock were freestanding financial instruments that obligated the Company to redeem the underlying preferred stock at some point in the future and determined that each of its outstanding warrants for preferred stock were liability classified.

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

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

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

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.

During the fiscal year ended January 31, 2023, the remaining 10,435 Private Placement Warrants were exercised.

As of January 31, 2023, no Common Stock Warrants remain outstanding.

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

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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.

As the Common Stock Warrants meet the definition of a derivative, the Company recorded these warrants as liabilities on the consolidated balance sheets 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.

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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.

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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.

Prior to 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.

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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.

The Company enters into contracts with customers that regularly include promises to transfer multiple products and services, such as Networked 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.

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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.

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.

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

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Networked Charging Systems revenue

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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.

CPaaS subscriptions are considered for accounting purposes to 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.

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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 .

Remaining performance obligations represent 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 and are paid upfront.

Revenue expected to be recognized from remaining performance obligations was $ 222.4 million as of January 31, 2023, of which 43 % is expected to be recognized over the next twelve months and the remainder thereafter.

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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.

The following table shows the total deferred revenue for each period presented.

January 31, 2023 January 31, 2022

(in thousands)

Total deferred revenue $ 198,610 $ 146,808

The following table shows the revenue recognized that was included in the deferred revenue balance at the beginning of the period.

Year Ended January 31,

2023 2022 2021

(in thousands)

Total deferred revenue recognized $ 77,142 $ 40,934 $ 39,400

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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.

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, 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.

Cost of subscriptions revenue includes hosting, 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, allocated overhead costs, and support costs to manage the systems and helpdesk services for site hosts.

Cost of other revenue includes depreciation and other costs for ChargePoint’s owned and operated charging sites, charging related processing charges, salaries and related personnel expenses, including stock-based compensation, 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 .

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.

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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 expenses consist primarily of salary and related personnel 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, 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.

The Company measures 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 and recognizes stock-based compensation expense over the requisite

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service period.

The Company estimates the fair value of stock options and rights granted under the employee stock purchase plan (“ESPP”) using the Black-Scholes option pricing model, and the Monte Carlo simulation model to estimate the fair value of performance restricted stock units (“PRSUs”).

The fair value of restricted stock units (“RSUs”) equals the fair market value of the Company’s Common Stock on grant date.

The Company amortizes the fair value of each stock award, except for market-based PRSU, on a straight-line basis over the requisite service period of the awards.

For market-based PRSU, the Company amortizes using a graded-vesting attribution approach.

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

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As such, the Company’s net losses for the years ended January 31, 2023, 2022, and 2021 were not allocated to these participating securities.

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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.

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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.

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 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.

The guidance became effective for fiscal years beginning after December 15, 2021.

The Company adopted the amendments effective February 1, 2022.

The adoption of ASU 2020-06 did not have a material impact on the Company’s consolidated financial statements.

In November 2021, the FASB issued ASU No.

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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.

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 consolidated balance sheets 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 became 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.

The Company adopted the amendments effective February 1, 2022.

The adoption of ASU 2021-10 did not have a material impact on the Company’s consolidated financial statements.

Fair Value Measurements

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Money market funds $ 133,979 $ — $ — $ 133,979

Treasury securities — 104,966 — 104,966

Total financial assets $ 133,979 $ 104,966 $ — $ 238,945

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, 2022

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Total financial assets $ 254,716 $ — $ — $ 254,716

Redeemable convertible preferred stock warrant liability $ — $ — $ 75,843 $ 75,843

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

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.

The aggregate fair value of the Company’s money market funds approximated amortized cost and, as such,

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there were no unrealized gains or losses on money market funds as of January 31, 2023 and 2022.

Realized gains and losses, net of tax, were not material for any of the periods presented.

Short-term investments, consisting of U.S.

Treasury securities, were classified as available-for-sale on the purchase date and recorded at fair value on the consolidated balance sheets (see Note 4, Short-Term Investments , for more details).

As of January 31, 2023 and 2022, the Company had no investments with a contractual maturity of greater than one year.

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Fair value as of January 31, 2021 $ ( 75,843 ) $ — $ — $ —

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 ) — —

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Fair value as of January 31, 2022 $ — $ ( 25 ) $ — $ ( 5,993 )

Change in fair value included in other income (expense), net — ( 23 ) — —

Effect of foreign currency translation — — — 191

Reclassification of warrants to stockholder’s equity (deficit) due to exercise — 48 — —

Contingent earnout liability increase upon satisfaction of earnings goal of ViriCiti (ViriCiti Earnout) — — — ( 1,283 )

Transfer out of Level 3 upon achievement of earnings target for the earnout period — — — 7,085

Fair Value as of January 31, 2023 $ — $ — $ — $ —

Redeemable Convertible Preferred Stock Warrant Liability, Private Placement Warrant Liability, and Earnout Liability

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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

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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.

The fair value

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of the ViriCiti Earnout liability was previously based on significant unobservable inputs, which represented Level 3 measurements within the fair value hierarchy.

See Note 5, Reverse Capitalization and Business Combination s, for information on the valuation of the ViriCiti Earnout liability.

On January 31, 2023, the ViriCiti Earnout liability of $ 7.1 million, for the earnout period is based on the actual achievement of the revenue target and was subsequently paid in full on March 6, 2023 (see Note 18, Subsequent Events ).

Thus, the liability is no longer subject to fair value measurement and was accordingly transferred out of Level 3 fair value hierarchy, and is included in the “Accrued and other current liabilities” on the Company’s consolidated balance sheets.

Non-Recurring Fair Value Measurements

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The carrying values of these financial instruments approximate their fair values.

Short-Term Investments

Short-term investments consisted of the following:

January 31, 2023

Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value

(in thousands)

Treasury Securities $ 105,415 $ — $ ( 449 ) $ 104,966

The amortized cost and fair value amounts include accrued interest receivable of $ 0.5 million as of January 31, 2023.

There were no short-term investments as of January 31, 2022 and 2021.

treasury securities are marketable debt securities stated on the consolidated balance sheets at fair value based upon inputs other than quoted prices in active markets (Level 2 inputs).

The Company recorded $ 0.4 million unrealized losses as a component of other comprehensive loss for the year ended January 31, 2023.

The Company did not recognize any gains or losses for the year ended January 31, 2023.

As of January 31, 2023, all of the available-for-sale debt securities were in a continuous unrealized loss position for less than twelve months.

During the year ended January 31, 2023, the Company did not recognize credit-related impairment losses and had no ending allowance for credit losses.

The decline in fair value below amortized cost basis was not considered other than temporary as it is more likely than not the Company will hold the debt securities until maturity or a recovery of the cost basis.

As of January 31, 2023, all of the marketable debt securities have contractual maturities of less than one year.

Reverse Capitalization and Business Combinations

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• 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;

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• 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;

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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.

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All fractional shares were rounded down.

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The Merger is accounted for as a reverse recapitalization under U.S.

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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.

Additionally, upon the consummation of the Merger, the Company gave effect to the issuance of 60,746,989 shares of 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.

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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”).

On August 11, 2021, the Company acquired all of the outstanding shares of ViriCiti for $ 79.4 million in cash, as well as $ 7.1 million of additional earnout consideration contingent on meeting certain revenue targets as of January 31, 2023 (“ViriCiti Earnout”), which was paid in full on March 6, 2023 (see Note 18, Subsequent Events ).

ViriCiti is a Netherlands-based provider of electrification solutions for eBus and commercial fleets with offices in the Netherlands and the United States.

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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 total purchase price was allocated to $ 62.8 million of goodwill, $ 17.7 million of customer relationship intangible assets, and $ 6.6 million of developed technology intangible assets acquired, and deferred tax liabilities of $ 3.5 million and net liabilities of $ 0.2 million were assumed.

Goodwill is not deductible for tax purposes.

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

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(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.

There were no measurement period adjustments for the year ended January 31, 2023.

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.

Of the cash component, $ 2.8 million was 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.

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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 total purchase price was allocated to $ 159.0 million of goodwill, $ 78.7 million of customer relationship intangible assets, $ 12.7 million of developed technology intangible assets, and net assets of $ 2.9 million acquired, and deferred tax liabilities of $ 18.3 million were assumed.

Goodwill is not deductible for tax purposes.

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.

There were no measurement period adjustments for the year ended January 31, 2023.

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Goodwill and Intangible Assets

The following table summarizes the changes in carrying amounts of goodwill (in thousands):

The following table summarizes the changes in carrying amounts of goodwill:

(in thousands)

Balance as of January 31, 2021 $ 1,215

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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):

Foreign exchange fluctuations ( 4,768 )

Balance as of January 31, 2023 $ 213,716

There was no impairment recognized for the years ended January 31, 2023, 2022, and 2021.

Intangible Assets

The following table presents the details of intangible assets:

January 31, 2023

Cost (1) Accumulated Amortization (1) Net (1) Useful Life

Accumulated Amortization (1)

(amounts in thousands, useful lives in years)

Customer relationships $ 90,738 $ ( 12,223 ) $ 78,515 10

Developed technology 18,355 ( 4,197 ) 14,158 6

$ 109,093 $ ( 16,420 ) $ 92,673

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(1) Values are translated into U.S.

Dollars at period-end foreign exchange rates.

January 31, 2022

Accumulated Amortization (1)

(amounts in thousands, useful lives in years)

Customer relationships $ 93,065 $ ( 3,223 ) $ 89,842 10

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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.

Amortization expense for customer relationships and developed technology is shown as sales and marketing and cost of revenue, respectively, in the consolidated statements 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.

Based on the annual impairment analysis completed during the years ended January 31, 2023 and 2022, the Company determined that there was no impairment of intangible assets.

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.

The following table presents the amortization expense related to intangible assets:

Year ended January 31,

2023 2022 2021

(in thousands)

Amortization Expense $ 11,646 $ 4,617 $ —

The following table presents the estimated aggregate amortization expense related to intangible assets:

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Years Ending January 31, (in thousands)

2024 $ 12,133

Thereafter 33,146

Total amortization expense $ 92,673

The expected amortization expense is an estimate.

Actual amounts of amortization may differ from estimated amounts due to additional intangible assets acquisitions, changes in foreign currency exchange rates, impairment of intangible assets, future changes to expected useful lives of intangible assets, and other events.

Balance Sheet Components

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Raw materials $ 11,509 $ 9,712

Work-in-progress — 68

Finished goods 57,221 26,167

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Total Property and Equipment, Net $ 40,046 $ 34,593

Depreciation expense for the years ended January 31, 2022, 2021, and 2020 was $ 11.8 million, $ 10.1 million, and $ 7.1 million, respectively.

The following table presents the depreciation expense related to fixed assets:

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Year ended January 31,

2023 2022 2021

(in thousands)

Depreciation Expense $ 13,404 $ 11,840 $ 10,083

Accrued and Other Current Liabilities

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Other current liabilities (1)

37,100 17,968

Total Accrued and Other Current Liabilities $ 133,483 $ 84,328

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(1) Beginning July 31, 2022, ViriCiti Earnout liability was reclassified from long-term liabilities to current liabilities as the Company expected the liability to be payable within twelve months of July 31, 2022.

The ViriCiti Earnout liability was subsequently paid in full on March 6, 2023 (see Note 18, Subsequent Events ).

The Company leases its office facilities under non-cancellable operating leases with various lease terms.

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Operating lease costs for short-term leases and variable lease costs were not material during the years ended January 31, 2023, 2022 and 2021.

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Future payments of operating lease liabilities under the Company’s non-cancellable operating leases as of January 31, 2023 were as follows:

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Cash paid for amounts in the measurement of operating lease liabilities $ 6,927 $ 5,164 $ 4,226

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.

As of January 31, 2023, 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 sheets.

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 was secured by substantially all of the Company’s assets, contained customary affirmative and negative covenants, and required the Company to maintain minimum cash balances and attain certain customer billing targets.

The 2018 Loan had a five -year maturity and interest was calculated at LIBOR plus 6.55 %.

Transaction costs were recorded as debt discount and amortized over the term of the loan.

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.

In March 2021, the Company repaid the entire loan balance of $ 35.0 million plus accrued interest and prepayment fees of $ 1.2 million.

There was no interest expense incurred during the year ended January 31, 2023.

Total interest expense incurred was $ 1.5 million and $ 3.3 million for the years ended January 31, 2022 and 2021, respectively.

2027 Convertible Notes

The following table presents the Company’s convertible debt outstanding:

January 31, 2023

Amount Debt Discount and Issuance Costs Carrying

Amount Estimated Fair Value

(in thousands)

2027 Convertible Notes $ 300,000 $ ( 5,064 ) $ 294,936 $ 233,000

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The following table presents the Company’s interest expense related to convertible debt:

Year ended January 31,

(in thousands)

Contractual interest expense $ 8,429

Amortization of debt discount and issuance costs 965

Total interest expense $ 9,394

In April 2022, the Company completed a private placement of $ 300 million aggregate principal amount of unsecured Convertible Senior PIK Toggle Notes (the “2027 Convertible Notes”), which will mature on April 1, 2027.

The 2027 Convertible Notes were sold in a private placement in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(a)(2) of the Securities Act .

The net proceeds from the sale of the 2027 Convertible Notes were approximately $ 294.0 million after deducting initial purchaser discounts and commissions and the Company’s offering expenses.

The debt discount and issuance costs, net of accumulated amortization, are reported as a direct deduction from the face amount of the 2027 Convertible Notes.

The Company expects to use the net proceeds for general corporate purposes.

The 2027 Convertible Notes bear interest at 3.50 % per annum, to the extent paid in cash (“Cash Interest”) or 5.00 % per annum, to the extent paid in kind through the issuance of additional 2027 Convertible Notes (“PIK Interest”).

Interest is payable semi-annually in arrears on April 1st and October 1st of each year, beginning on October 1, 2022.

The Company can elect to make any interest payment through Cash Interest, PIK Interest or any combination thereof.

The 2027 Convertible Notes are convertible, based on the applicable conversion rate, into cash, shares of the Company’s Common Stock or a combination thereof, at the Company’s election.

The initial conversion rate was 41.6119 shares per $1,000 principal amount of the 2027 Convertible Notes, subject to customary anti-dilution adjustment in certain circumstances, which represented an initial conversion price of approximately $ 24.03 per share.

Prior to the close of business on the business day immediately preceding January 1, 2027, the 2027 Convertible Notes will be convertible at the option of the holders only upon the occurrence of specified events and during certain periods, and will be convertible on or after January 1, 2027, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date of the 2027 Convertible Notes.

Holders of the 2027 Convertible Notes may convert all or a portion of their 2027 Convertible Notes prior to the close of business on January 1, 2027, only under the following circumstances:

• during any calendar quarter commencing after the calendar quarter ended on September 30, 2022, if the Company’s closing Common Stock price for at least 20 trading days out of the most recent 30 consecutive trading days of the preceding calendar quarter is greater than or equal to 130 % of the current conversion price of the 2027 Convertible Notes on each applicable trading day;

• during the five business day period after any ten consecutive trading days in which the trading price per $1,000 principal amount of 2027 Convertible Notes for each trading day of such ten consecutive trading day period is less than 98 % of the product of the Company’s closing Common Stock price and the conversion rate of the 2027 Convertible Notes on each such trading day;

• if the Company calls the 2027 Convertible Notes for redemption, at any time prior to the close of business on the second business day immediately preceding the redemption date;

• upon the occurrence of specified corporate events, including certain distributions, the occurrence of a fundamental change or a transaction resulting in the Company’s Common Stock converting into other securities or property or assets.

The 2027 Convertible Notes will be redeemable, in whole or in part, at the Company’s option at any time on or after April 21, 2025, and before the 41st scheduled trading day immediately before the maturity date.

The redemption price will be equal to the aggregate principal amount of the 2027 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

In addition, a holder may elect to convert its 2027 Convertible Notes during any such redemption period, in which case the applicable conversion rate may be increased in certain circumstances if 2027 Convertible Notes are converted after they are called for redemption.

Additionally, if the Company undergoes a fundamental change or a change in control transaction (each such term as defined in the indenture governing the 2027 Convertible Notes), subject to certain conditions, holders may require the Company to purchase for cash all or any portion of their 2027 Convertible Notes.

The fundamental change repurchase price will be 100 % of the capitalized principal amount of the 2027 Convertible Notes, while the change in control repurchase price will be 125 % of the capitalized principal

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amount of the 2027 Convertible Notes to be purchased, in each case plus any accrued and unpaid interest to, but excluding, the repurchase date.

The indenture governing the 2027 Convertible Notes includes a restrictive covenant that, subject to specified exceptions, limits the ability of the Company and its subsidiaries to incur secured debt in excess of $ 750.0 million.

In addition, the indenture governing the 2027 Convertible Notes contains customary terms and covenants, including certain events of default in which case either the trustee or the holders of at least 25 % of the aggregate principal amount of the outstanding 2027 Convertible Notes may declare 100 % of the principal of, and accrued and unpaid interest, if any, on, all the 2027 Convertible Notes to be due and payable immediately.

As of January 31, 2023, the effective interest rate on the 2027 Convertible Notes was 3.93 %.

Amortization of debt discount and issuance costs is reported as a component of interest expenses and is computed using the straight-line method over the term of the 2027 Convertible Notes, which approximates the effective interest method.

The estimated fair value of the 2027 Convertible Notes, as of January 31, 2023 using Level 2 fair value inputs, was $ 233.0 million.

Commitments and Contingencies

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They were not recorded as liabilities on the consolidated balance sheets as of January 31, 2023 and 2022 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 may be involved from time to time 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.

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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.

The Company believes it has recorded adequate provisions for any such lawsuits, claims, and proceedings and, as of January 31, 2023, the Company believes 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.

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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.

The Company has service level commitments to certain of 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.

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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.

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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.

The Company had $ 30.4 million and $ 0.4 million of secured letters of credit outstanding as of January 31, 2023 and 2022, respectively.

These primarily relate to support of contract manufacturer and 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.

As of each of January 31, 2023 and 2022, the Company was authorized to issue 1,000,000,000 shares of Common Stock, with a par value of $ 0.0001 per share.

There were 348,330,481 and 334,760,615 shares issued and outstanding as of January 31, 2023 and 2022, respectively.

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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.

At-the-Market Offering

On July 1, 2022, ChargePoint filed a registration statement on Form S-3 (File No.

333-265986) with the SEC (that was declared effective by the SEC on July 12, 2022), which permits the Company to offer up to $ 1.0 billion of Common Stock, preferred stock, debt securities, warrants and rights in one or more offerings and in any combination, including in units from time to time (the “Shelf Registration Statement”).

As part of the Shelf Registration Statement, ChargePoint filed a prospectus supplement registering for sale from time to time up to $ 500.0 million of Common Stock pursuant to a sales agreement (the “ATM Facility”).

During the fiscal year ended January 31, 2023, the Company sold a total of 4,657,806 shares of its Common Stock pursuant to the ATM Facility at the prevailing market prices for total proceeds of $ 49.5 million, net of $ 0.5 million of issuance costs.

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.

Warrants to purchase shares of 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.

At that time, the redeemable convertible preferred stock warrant liability was remeasured and reclassified to additional paid-in capital.

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Expected term (years) 0 1.4 2.0

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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.

Legacy ChargePoint had outstanding warrants to purchase 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.

During the fiscal year ended January 31, 2023 and 2022, 1,039,153 and 3,222,442 Legacy Warrants were exercised resulting in the issuance of 1,037,808 and 2,906,689 shares of Common Stock.

During the fiscal year ended January 31, 2023 and 2022, proceeds received from the exercise of Legacy Warrants were $ 6.9 million and $ 1.2 million, respectively.

As of January 31, 2023, there were 34,499,436 Legacy Warrants outstanding which are classified as equity.

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Common Stock 20,922,215 $ 6.03 7/31/2030 – 8/4/2030

3/4/2022 – 8/6/2030

Common Stock 13,577,221 $ 9.04 11/16/2028 – 2/13/2029

Total outstanding common stock warrants 34,499,436

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, 2022

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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

_____________

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:

The Company recorded an immaterial loss and a gain of $ 63.7 million for the fiscal years ended January 31, 2023 and 2022, respectively, classified within change in fair value of warrant liabilities in the consolidated statements of operations.

The Private Placement Warrants were valued using the assumptions under the BLM that assumes optimal exercise of the Company’s redemption option at the earliest possible date.

On February 21, 2022, the Company redeemed the remaining Private Placement Warrants for 0.355 shares of Common Stock per warrant.

As of January 31, 2023, there were zero Private Placement Warrants outstanding.

2022 February 26, 2021 (Merger Date)

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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.

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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, 2023, no Public Warrants remained outstanding.

Warrants Activity

The Company recognized no gain or loss for the fiscal year ended January 31, 2023, and 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 years ended January 31, 2023 and 2022, proceeds received from the exercise of Public Warrants were zero and $ 117.6 million, respectively.

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Warrant Activity

Activity of warrants is set forth below:

Legacy Warrants (1)

Private Placement Warrants Public Warrants Total

Legacy Warrants Private Placement Warrants Total

Common Stock Warrants

Outstanding as of January 31, 2022 35,538,589 10,435 35,549,024

Common Stock Warrants as Part of the Merger

— 6,521,568 10,470,562 16,992,130

Warrants Exercised ( 1,039,153 ) ( 10,435 ) ( 1,049,588 )

Warrants Redeemed — — ( 244,481 ) ( 244,481 )

Outstanding as of January 31, 2023 34,499,436 — 34,499,436

_______________

Contingent Earnout Liability

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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.

No further Earnout Shares remained contingently issuable as of January 31, 2023 and 2022.

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Equity Plans and Stock-Based Compensation

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Total stock-based compensation expense $ 93,350 $ 67,331 $ 4,947

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

As of January 31, 2023, the Company had unrecognized stock-based compensation expense related to stock options, RSUs, PRSUs, and ESPP of $ 191.6 million, which is expected to be recognized over a weighted-average period of 2.8 years.

2021 Employee Stock Purchase Plan

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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.

Participants may end their participation at any time during an offering and will be refunded any accrued 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.

Thereafter, offering periods will begin on March 10 and September 10.

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 of Common Stock (subject to standard anti-dilution adjustments), or (iii) a number of shares of Common Stock determined by the Company’s Board of Directors.

As of January 31, 2023, 10,919,906 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.

During the year ended January 31, 2023, the Company's employees purchased 607,384 shares of its Common Stock under the 2021 ESPP.

The shares were purchased at a weighted-average purchase price of $ 14.73 per share, with proceeds of $ 8.9 million.

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.

Under the 2021 EIP, the Company can grant stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance restricted stock units (“PRSUs”), 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 of Common Stock actually issued and outstanding on the last day of the preceding month and (b) a number of shares of Common Stock determined by the Company’s Board of Directors.

As of January 31, 2023, 39,406,473 shares of Common Stock were available under the 2021 EIP.

There were no options granted for the year ended January 31, 2023.

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Restricted Stock Units

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Outstanding as of January 31, 2023 12,935,413 $ 15.02

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, 2023 was $ 58.4 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.

Performance Restricted Stock Units

On June 1, 2022, pursuant to the 2021 EIP, the Company granted PRSUs to certain officers, including the Company’s Chief Executive Officer.

Subsequently, on September 1, 2022, the Company granted additional PRSUs to one of its newly-hired officers.

Vesting of the PRSUs is dependent upon the satisfaction of both market- and service-based conditions.

The market-based condition is achieved if the closing price of the Company’s Common Stock is greater than or equal to the applicable stock price appreciation target for at least 20 consecutive trading days at any time during the period beginning the date of the grant and ending on the expiration date.

There are three stock appreciation targets applicable to each PRSU award, the achievement of which will cause the market-based condition to be satisfied with respect to the following percentage of each award (each of which is called a tranche):

$ 17 per share/ 25 % of the total PRSUs, $ 22 per share/ 35 % of the total PRSUs and $ 30 per share/ 40 % of the total PRSUs.

For officers other than the Company’s Chief Executive Officer, the service-based conditions applicable to 1/20th of the PRSUs subject to each tranche will be satisfied if such officer remains in continuous service from the date of the grant until each PRSU vesting date occurring after June 20, 2022 or, if later, until the first PRSU vesting date after the applicable stock price appreciation target is achieved.

The PRSUs vesting dates are each March 20th, June 20th, September 20th, and December 20th.

For the Company’s Chief Executive Officer, the service-based conditions applicable to 1/12th of the PRSUs subject to each tranche will be satisfied if he remains in continuous service from the date of the grant until each PRSU vesting date occurring after June 20, 2024 or, if later, until the first PRSU vesting date after the applicable stock price appreciation target is achieved.

A summary of activity of PRSUs under the 2021 EIP at January 31, 2023 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, 2022 — $ —

PRSU granted 2,266,754 $ 10.81

PRSU forfeited ( 119,388 ) $ 10.47

Outstanding as of January 31, 2023 2,147,366 $ 10.83

2017 Plan and 2007 Plan

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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.

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Stock Options Activity

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As of January 31, 2023 and 2022, the total unrecognized compensation expense related to the unvested portion of the CEO Award was $ 14.1 million and $ 28.4 million, respectively, which is expected to be recognized over a period of 1.0 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 Company did not grant any options during the years ended January 31, 2023 and 2022.

The weighted-average grant date fair value of options granted during the year ended January 31, 2021 was $ 0.94 per share.

The total fair value of options vested during the years ended January 31, 2023, 2022, and 2021 was $ 2.0 million, $ 3.4 million, and $ 5.4 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:

The Company records stock-based compensation based on the grant date fair value of the equity instruments issued to employees and uses different appropriate methods to establish the fair value depending on the features of the awards.

The grant date fair value of RSUs equals the fair market value of the Company’s Common Stock on the grant date.

The Company utilizes the Black-Scholes option-pricing model to establish the fair value of stock options and ESPP, and the Monte Carlo simulation model to establish the fair value of PRSUs containing a market condition.

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, 2023 were as follows:

Year Ended January 31,

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Expected term (in years) 0.5 - 2.0

Fair value of the underlying common stock:

• Expected volatility:

The expected volatility was determined by using a blended volatility approach of peer volatility and implied volatility.

• Risk-free interest rate:

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• Expected dividend yield:

The expected dividend rate is zero as Legacy ChargePoint had no history or expectation of declaring dividends on its common stock.

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 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:

The expected term represents the length of time the ESPP rights under each purchase period are outstanding.

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The weighted-average assumptions in the Monte Carlo valuation model used to determine the fair value of PRSUs granted during the year ended January 31, 2023 were as follows:

Year Ended January 31, 2023

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• Expected volatility:

The expected volatility was determined by using a blended volatility approach of peer volatility and implied volatility.

The expected volatility was determined using a blended volatility approach of historical 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.

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

Treasury notes with maturities approximately equal to the expected term of the options.

• Expected dividend yield:

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

The expected dividend rate is zero as the Company 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 expected term input for the award with a market condition is based upon the derived service period (“DSP”).

The DSP represents the duration of the median of the distribution of stock-price paths on which the market condition is satisfied.

The components of net loss before income taxes were as follows:

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Total provision for income taxes $ ( 2,167 ) $ ( 2,930 ) $ 198

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A reconciliation of the U.S.

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State tax rate, net — % — % — %

Permanent differences 0.2 % ( 0.6 %) ( 1.5 %)

Warrant and earnout revaluation — % 20.9 % ( 7.8 %)

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( 1.2 ) % ( 5.3 ) % — %

Other ( 1.1 ) % 0.2 % ( 0.6 ) %

Effective tax rate 0.6 % 2.2 % ( 0.1 ) %

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Operating lease liabilities 6,589 7,490

Capitalized research & development expense 39,761 —

Total deferred tax assets 343,970 256,532

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Net deferred tax assets (liabilities) $ ( 12,987 ) $ ( 17,697 )

Beginning January 1, 2022, the Tax Cuts and Jobs Act, or the Tax Act, eliminated the option to deduct research and development expenditures in the current year and requires taxpayers to capitalize such expenses pursuant to Internal Revenue Code Section 174.

The capitalized expenses are amortized over a 5-year period for domestic expenses and a 15-year period for foreign expenses.

As a result of this provision of the Tax Act, deferred tax assets related to capitalized research expenses increased by $ 39.8 million.

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.

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accordingly, the Company has recorded a full valuation allowance on its net US deferred tax assets as of January 31, 2023 and 2022.

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.

The valuation allowance increased by $ 88.2 million, $ 89.6 million, and $ 16.7 million during the years ended January 31, 2023, 2022, and 2021, respectively, primarily driven by losses, capitalized research and development expenses, and tax credits generated in the United States.

As of January 31, 2023, the Company had federal and California state net operating loss (“NOL”) carryforwards of $ 793.1 million and $ 371.1 million, respectively, of which $ 604.3 million of the federal NOL carryforwards can be carried forward indefinitely.

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In addition, the Company had NOLs for other states of $ 313.8 million, which expire beginning in the year 2023.

Table of Content

As of January 31, 2023, the Company had federal and California state research credit carryforwards of $ 33.1 million and $ 30.7 million, respectively.

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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.

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.

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As of January 31, 2023, the Company had unrecognized tax benefits of $ 25.8 million, which would not impact the effective tax rate, if recognized, due to the valuation allowance.

The unrecognized tax benefits are related to activities which the Company believes qualify for research and development tax credits.

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.

To date, there have been no interest or penalties charged in relation to unrecognized tax benefits.

The Company is subject to income taxes in United States federal and various state, local, and foreign jurisdictions.

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The amount of unrecognized deferred tax liability on these undistributed earnings was not material as of January 31, 2023.

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

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Total long-lived assets $ 154,961 $ 167,337

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Basic and Diluted Net Loss per Share

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Weighted average common shares outstanding (1)

338,576,326 297,642,999 15,116,763

Weighted-average unvested restricted shares and shares subject to repurchase ( 87,659 ) ( 221,030 ) —

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Net loss per share - Diluted $ ( 1.02 ) $ ( 1.49 ) $ ( 18.14 )

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.

_______________

(1) For the fiscal year ended January 31, 2022, as a result of the Merger, the Company 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.

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— — 193,037,715

2027 Convertible Notes (on an as-converted basis) 12,483,569 — —

Options to purchase common stock

17,600,524 22,200,869 30,167,178

Unvested restricted common stock

Restricted stock units 12,935,413 4,033,418 —

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79,395,156 62,809,839 262,337,147

PRSUs granted during the fiscal year ended January 31, 2023 were excluded from the above table because the respective stock price targets had not been met as of the year end.

Table of Content

Employee Benefit Plans

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Subsequent Events

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.

On March 6, 2023, the Company paid $ 7.1 million to settle the ViriCiti Earnout liability pursuant to the acquisition of ViriCiti on August 11, 2021.

In accordance with the acquisition agreement, the Company was required to pay additional earnout consideration on meeting certain revenue targets through January 31, 2023.

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