What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-04-03 compared with 2022-04-04 · 76 added, 42 removed, 151 unchanged (44% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934, as amended, (“Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is accumulated and communicated to management, including ChargePoint’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Disclosure controls and procedures include controls and other procedures that are designed to ensure that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934, as amended, (“Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is accumulated and communicated to ChargePoint’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

ChargePoint’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, evaluated, as of the end of the period covered by this Annual Report on Form 10-K, the effectiveness of ChargePoint’s disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

ChargePoint’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, evaluated, as of January 31, 2023, the effectiveness of ChargePoint’s disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that ChargePoint’s disclosure controls and procedures were not effective at the reasonable assurance level as of January 31, 2023 due to the material weaknesses in its internal control over financial reporting described below.

However, after giving full consideration to the material weaknesses described below, and the additional analyses and other procedures ChargePoint performed to ensure that its consolidated financial statements included in this Annual Report on Form 10-K were prepared in accordance with U.S.

GAAP, ChargePoint’s management has concluded that its consolidated financial statements present fairly, in all material respects, its financial position, results of operations and cash flows for the periods disclosed in conformity with U.S.

Management’s Report on Internal Control over Financial Reporting

6 unchanged sentences

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of ChargePoint’s assets that could have a material effect on its financial statements.

ChargePoint’s management, under the supervision of and with the participation of the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of ChargePoint’s internal control over financial reporting as of January 31, 2022 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (2013).

Based on the assessment by ChargePoint’s management, ChargePoint’s management determined that ChargePoint’s internal control over financial reporting as of January 31, 2022 was not effective due to the material weaknesses described below.

ChargePoint’s management, under the supervision of and with the participation of its Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of ChargePoint’s internal control over financial reporting as of January 31, 2023 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (2013).

Based on the assessment by ChargePoint’s management, ChargePoint’s management concluded that ChargePoint did not maintain effective internal control over financial reporting as of January 31, 2023 due to the material weaknesses described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of ChargePoint’s annual or interim financial statements will not be prevented or detected on a timely basis.

ChargePoint did not design and maintain an effective control environment commensurate with its financial reporting requirements.

Specifically, ChargePoint did not maintain a sufficient complement of personnel with an appropriate degree of accounting knowledge, experience and training to appropriately analyze, record and disclose accounting matters commensurate with its accounting and reporting requirements.

This material weakness contributed to the following additional material weaknesses:

• ChargePoint did not design and maintain formal accounting policies, procedures and controls over significant accounts and disclosures to achieve complete, accurate and timely financial accounting, reporting and disclosures, including accounting for complex features associated with warrants, segregation of duties and adequate controls related to the preparation and review of journal entries.

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

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

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

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

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

Table of Content

ChargePoint did not design and maintain effective controls over certain information technology (“IT”) general controls for information systems that are relevant to the preparation of its consolidated financial statements.

2 unchanged sentences

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

As permitted by the SEC guidance for newly acquired businesses, ChargePoint has excluded ViriCiti and 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 year 2022.

ViriCiti and HTB are wholly-owned subsidiaries whose total assets and total revenues

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.

ChargePoint did not design and maintain effective controls over segregation of duties.

The material weaknesses described above did not result in a misstatement to our annual or interim consolidated financial statements.

However, each of these material weaknesses could result in a misstatement of our financial statement accounts or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

ChargePoint’s independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of ChargePoint’s internal control over financial reporting as of January 31, 2023, as stated in their report, which appears in Part II, Item 8 of this Annual Report on Form 10-K.

2 unchanged sentences

These remediation measures are ongoing and include the following:

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

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

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

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

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

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

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

• Engaging an external advisor to assist with evaluating and documenting the design and operating effectiveness of IT general controls and assist with the remediation of deficiencies, as necessary;

• Designing and implementing controls over segregation of duties;

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

3 unchanged sentences

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

Remediation of Previously Identified Material Weaknesses

As previously disclosed in our Annual Report on Form 10-K for the year ended January 31, 2022, management concluded the following material weaknesses existed in ChargePoint’s internal control over financial reporting:

• ChargePoint did not design and maintain an effective control environment commensurate with its financial reporting requirements.

• ChargePoint did not design and maintain formal accounting policies, procedures and controls over significant accounts and disclosures to achieve complete, accurate and timely financial accounting, reporting and disclosures, including accounting for complex features associated with warrants, and adequate controls related to the preparation and review of journal entries.

Table of Content

ChargePoint completed the following actions and measures designed to remediate the control deficiencies that had led to the material weaknesses:

• Hired additional finance and accounting personnel with the appropriate level of public accounting knowledge and experience to enhance ChargePoint’s accounting and financial reporting team and to establish and maintain internal control over financial reporting;

• Engaged the internal audit team, along with third-party consultants, in assisting ChargePoint in evaluating internal control over financial reporting;

• Designed and implemented additional review and training procedures within ChargePoint’s accounting and finance functions to enhance knowledge and understanding of internal control over financial reporting;

• Performed a comprehensive assessment of financial reporting risks relevant to ChargePoint’s consolidated financial statements, including identification of financially relevant systems and business processes at the financial statement assertion level, to facilitate the design and implementation or enhancement of existing controls to address the identified risks;

• Redesigned and enhanced existing controls related to the identification of and accounting for certain non-routine, unusual or complex transactions, including the accounting for complex features associated with warrants;

• Redesigned and enhanced existing controls related to the review of the inputs and assumptions used in the valuation of acquired intangible assets;

• Redesigned and enhanced controls over the preparation and review of journal entries, including controls over the segregation of duties of journal entries.

Management has completed its documentation, testing and evaluation of the newly designed and enhanced control activities and determined that, as of January 31, 2023, these control activities have been appropriately designed and implemented, and have operated effectively for a sufficient period of time to conclude that these previously identified material weaknesses have been remediated.

Changes in Internal Control Over Financial Reporting

1 unchanged sentence

Other Information.

Amended and Restated Bylaws

On March 31, 2022, ChargePoint’s board of directors approved ChargePoint’s amended and restated bylaws (the “A&R Bylaws”), effective immediately.

The A&R Bylaws were amended and restated, among other things, to amend Section 1.12 to incorporate notice and director nominee provisions under Rule 14a-19 of the Exchange Act The foregoing description of ChargePoint’s A&R Bylaws is qualified in its entirety by the full text of the A&R Bylaws, a copy of which is included as Exhibit 3.2 to this Annual Report on Form 10-K.

Change of Location of Registered Agent

On March 31, 2022, ChargePoint’s board of directors approved the change in ChargePoint’s registered agent and registered office and ChargePoint filed a Certificate of Change of Registered Agent and/or Registered Office (the “Certificate of Change”) with the Secretary of State of the State of Delaware to change its registered agent and registered office to Corporation Service Company, 251 Little Falls Drive in the City of Wilmington, County of New Castle Zip Code 19808.

The foregoing description of the Certificate of

Change is qualified in its entirety by the full text of the Certificate of Change, a copy of which is included as Exhibit 3.3 to this Annual Report on Form 10-K.

Not applicable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Table of Content

Directors, Executive Officers and Corporate Governance.

9 unchanged sentences

Information required to be provided in response to this item will be presented in the definitive proxy statement filed pursuant to Regulation 14A for the 2023 Annual Meeting of Stockholders to be held on or about July 18, 2023, which information is incorporated herein by reference.

Table of Content

Exhibits and Financial Statement Schedules.

6 unchanged sentences

0139004), filed with the SEC on March 1, 2021).

3.2+ Amended and Restated Bylaws of ChargePoint Holdings, Inc., effective as of March 31, 2022.

3.3+ Certificate of Change of Location of Registered Agent and/or Registered Office

3.2 Amended and Restated Bylaws of ChargePoint Holdings, Inc., effective as of March 31, 2022 (incorporated by reference to Exhibit 3.2 to ChargePoint Holdings, Inc.’s Annual Report on Form 10-K (File No.

001-39004), filed with the SEC on April 4, 2022).

3.3 Certificate of Change of Registered Agent and/or Registered Office (incorporated by reference to Exhibit 3.3 to ChargePoint Holdings, Inc.’s Annual Report on Form 10-K (File No.

001-39004), filed with the SEC on April 4, 2022).

4.1 Form of Warrant to Purchase Shares of Common Stock of ChargePoint, Inc.

5 unchanged sentences

4.3+ Description of Registrant’s Securities

4.4 Indenture (including form of Note), dated April 12, 2022, by and among ChargePoint Holdings, Inc., ChargePoint, Inc.

and Wilmington Trust National Association (incorporated by reference to Exhibit 4.1 to ChargePoint Holdings, Inc.’s Current Report on Form 8-K (File No.

001-39004), filed with the SEC on April 12, 2022).

4.5 Form of Indenture with respect to Debt Securities (incorporated by reference to Exhibit 4.6 to the Registration Statement on Form S-3 (File No.

333-265986), filed with the SEC on July 1, 2022).

10.1 Letter Agreement (incorporated by reference to Exhibit 10.1 to Switchback Energy Acquisition Corporation’s Current Report on Form 8-K (File No.

11 unchanged sentences

10.7* ChargePoint Holdings, Inc.

2021 Equity Incentive Plan and related forms of agreement .

2021 Equity Incentive Plan and related forms of agreement (incorporated by reference to Exhibit 10.7 to ChargePoint Holdings, Inc.’s Annual Report on Form 10-K (File No.

001-39004), filed with the SEC on April 4, 2022).

10.8* ChargePoint Holdings, Inc.

2021 Employee Stock Purchase Plan .

10.9+ Form of Indemnification Agreement.

2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.

8 to ChargePoint Holdings, Inc.’s Annual Report on Form 10-K (File No.

001-39004), filed with the SEC on April 4, 2022).

10.9 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.9 to C hargePoint Holdings, Inc.

’ s Annual Report on F o rm 10-K (File No.

001-39004 ), filed with th e SEC on April 4, 2022).

Table of Content

10.10* ChargePoint Holdings Incentive Bonus Plan (incorporated by reference to Exhibit 10.10 to ChargePoint Holdings, Inc.’s Current Report on Form 8-K (File No.

1 unchanged sentence

10.11* ChargePoint Holdings, Inc.

Compensation Program for Non-Employee Directors (incorporated by reference to Exhibit 10.11 to ChargePoint Holdings, Inc.’s Current Report on Form 8-K (File No.

001-39004), filed with the SEC on March 1, 2021).

Compensation Program for Non-Employee Directors (incorporated by reference to Exhibit 10.5 to ChargePoint Holdings, Inc.’s Quarterly Report on Form 10-Q (File 0001-39004), filed with the SEC on June 7, 2022).

10.12 Form of Lock-up Agreement (incorporated by reference to Exhibit 10.1 to Switchback Energy Acquisition Corporation’s Current Report on Form 8-K (File No.

001-39004), filed with the SEC on September 24, 2020).

10.13 Amended and Restated Registration Rights Agreement, dated February 26, 2021, by and among ChargePoint, and certain stockholders and equityholders of Chargepoint (incorporated by reference to Exhibit 10.13 to ChargePoint Holdings, Inc.’s Current Report on Form 8-K (File No.

10.13 Amended and Restated Registration Rights Agreement, dated February 26, 2021, by and among ChargePoint Holdings, Inc., and certain stockholders and equityholders of ChargePoint Holdings, Inc.(incorporated by reference to Exhibit 10.13 to ChargePoint Holdings, Inc.’s Current Report on Form 8-K (File No.

001-39004), filed with the SEC on March 1, 2021).

21 unchanged sentences

10.21* Addendum to Employment Agreement between ChargePoint Network (Netherlands) B.V.

and Christopher Burghardt, dated December 22, 2021.

and Christopher Burghardt, dated December 22, 2021 (incorporated by reference to Exhibit 10.

21 to ChargePoint Holdings, Inc.’s Annual Report on Form 10-K (File No.

001-39004), filed with the SEC on April 4, 2022).

10.22^* Offer Letter between ChargePoint, Inc.

and Eric Sidle, dated August 27, 2018 (incorporated by reference to Exhibit 10.16 to Switchback’s Registration Statement on Form S-4/A (File No.

333-249549), filed with the SEC on December 4, 2020.

10.23^* Offer Letter between ChargePoint, Inc.

and Colleen Jansen, dated July 8, 2016 (incorporated by reference to Exhibit 10.2 to ChargePoint Holdings, Inc.’s Quarterly Report on Form 10-Q (File No.

0001-39004), filed with the SEC on June 7, 2022).

10.24^* Offer Letter between ChargePoint, Inc.

and Rex Jackson, dated November 19, 2021 (incorporated by reference to Exhibit 10.3 to ChargePoint Holdings, Inc.’s Quarterly Report on Form 10-Q (File No 0001-39004), filed with the SEC on June 7, 2022).

10.25 Investment Agreement, dated April 4, 2022, by and among ChargePoint Holdings, Inc., ChargePoint, Inc.

and Antara Capital LP (incorporated by reference to Exhibit 10.1 to ChargePoint Holdings, Inc.’s Current Report on Form 8-K (File No.

001-39004), filed with the SEC on April 12, 2022).

10.26^* Transition and Separation Agreement, by and among Colleen Jansen, ChargePoint Holdings, Inc.

and ChargePoint, Inc., dated October 24, 2022 (incorporated by reference to Exhibit 10.1 to ChargePoint Holdings, Inc.’s Quarterly Report on Form 10-Q (File 0001-39004), filed with the SEC on December 8, 2022).

10.27^*+ Transition and Separation Agreement, by and among Eric Sidle, ChargePoint Holdings, Inc.

and ChargePoint, Inc., dated January 10, 2023 .

10.28*+ Offer Letter between ChargePoint, Inc.

and Richard Wilmer, dated May 25, 2022.

21.1+ Material Subsidiaries of the Registrant

Table of Content

23.1+ Consent of PricewaterhouseCoopers LLP.

24.1+ Powers of Attorney (included on the signature page to this Annual Report on Form 10-K)

31.1+ Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)

15 unchanged sentences

Form 10-K Summary

Table of Content

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

23 unchanged sentences

SUSAN HEYSTEE

Table of Content

Signature Title Signature Date

2 unchanged sentences

MICHAEL LINSE

/s/ Ekta Singh-Bushell Director April 3, 2023

EKTA SINGH-BUSHELL

Richard Wagoner, Jr.

2 unchanged sentences

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 9A. Controls and Procedures