What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2024-04-01 compared with 2023-04-03 · 345 added, 410 removed, 1020 unchanged (43% of the section changed)

16 unchanged sentences

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, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2024 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, 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.

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

We considered these material weaknesses in determining the nature, timing, and extent of audit tests applied in our audit of the January 31, 2023 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

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

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

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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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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 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.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole,

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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 Segregation of Duties and IT General Controls

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) designing and maintaining controls over segregation of duties and (ii) 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 performing procedures relating to the consolidated financial statements – impact of segregation of duties and IT general controls 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) controls over segregation of duties and (ii) 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.

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, 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) 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.

These procedures included, among others, (i) evaluating and determining the nature and extent of audit procedures performed and evidence obtained that are responsive to the material weaknesses that existed during the year;

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

and (iii) evaluating whether segregation of duties was maintained.

/s/ PricewaterhouseCoopers LLP

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Additional paid-in capital 1,957,932 1,528,104

Accumulated other comprehensive income (loss) ( 16,384 ) ( 8,219 )

Accumulated other comprehensive loss

( 15,926 ) ( 16,384 )

Accumulated deficit ( 1,614,372 ) ( 1,156,763 )

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Interest income 9,603 5,534 98

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

Interest expense

( 16,273 ) ( 9,434 ) ( 1,502 )

Change in fair value of redeemable convertible preferred stock warrant liability — — 9,237

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Transaction costs expensed — — ( 7,031 )

Other income (expense), net ( 1,569 ) ( 2,775 ) 229

Other expense, net

( 1,009 ) ( 1,569 ) ( 2,775 )

Net loss before income taxes $ ( 457,630 ) $ ( 347,275 ) $ ( 135,171 )

Provision (benefit) for income taxes ( 2,167 ) ( 2,930 ) 198

Benefit from income taxes

( 21 ) ( 2,167 ) ( 2,930 )

Net loss $ ( 457,609 ) $ ( 345,108 ) $ ( 132,241 )

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

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

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

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

Reclassification adjustment for net realized gains on short-term investments included in net income, net of tax

Other comprehensive income (loss) 458 ( 8,165 ) ( 8,374 )

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

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

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

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

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

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

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

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

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

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

Other comprehensive income — — — — — 118 — 118

Balances as of January 31, 2021

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

Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization, including impact of Series H-1 paid in kind dividend ( 182,934,257 ) ( 615,697 ) 194,060,336 20 615,677 — — 615,697

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

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

Stock-based compensation — — — — 93,351 — — 93,351

Net loss — — — — — — ( 345,108 ) ( 345,108 )

Other comprehensive loss — — — — — ( 8,165 ) — ( 8,165 )

Balances as of January 31, 2023

— $ — 348,330,481 $ 35 $ 1,528,104 $ ( 16,384 ) $ ( 1,156,763 ) $ 354,992

Issuance of common stock under stock plans, net of tax withholding

— — 12,223,116 — 3,763 — — 3,763

Issuance of common stock in connection with ATM offerings, net of issuance costs

— — 59,299,481 7 287,192 — — 287,199

Issuance of common stock upon ESPP purchase

— — 1,265,309 — 8,290 — — 8,290

Vesting of early exercised stock options

— — — — 31 — — 31

Repurchase of unvested restricted shares

— — ( 1,667 ) — — — — —

Impact of convertible note modification

— — — — 13,225 — — 13,225

Stock-based compensation

— — — — 117,327 — — 117,327

— — — — — — ( 457,609 ) ( 457,609 )

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Shares Amount Shares Amount

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

Stock-based compensation — — — — 93,351 — — 93,351

Net loss — — — — — — ( 345,108 ) ( 345,108 )

Other comprehensive loss — — — — — ( 8,165 ) — ( 8,165 )

Other comprehensive income

— — — — — 458 — 458

Balances as of January 31, 2024

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

Other 16,832 374 1,858

Inventory impairment

Reserves and other

8,439 16,832 374

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

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Prepaid expenses and other assets 7,002 ( 37,969 ) ( 23,941 )

Operating lease liabilities ( 5,043 ) ( 3,460 ) ( 2,815 )

Accounts payable 31,476 7,933 ( 493 )

Accrued and other liabilities 29,394 21,619 11,556

Accounts payable, operating lease liabilities, and accrued and other liabilities

( 5,466 ) 55,827 26,092

Deferred revenue 32,829 51,803 55,281

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Cash flows from financing activities

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

Proceeds from the exercise of public warrants — 6,884 118,864

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Repayment of borrowings — — ( 36,051 )

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

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

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Change in driver funds and amounts due to customers 13,691 11,107 3,675

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

Debt issuance costs related to the revolving credit facility

( 2,882 ) — —

Settlement of contingent earnout liability

( 3,537 ) — —

Proceeds from issuance of stock in connection with stock plans, net of withholding taxes 12,054 11,446 4,916

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

Proceeds from issuance of common stock in connection with ATM offerings, net of issuance costs

287,198 49,450 —

Net cash provided by financing activities 306,524 372,859 549,687

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Net increase (decrease) in cash, cash equivalents, and restricted cash 63,248 ( 21,073 ) 169,744

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

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

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2024 2023 2022

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

Cash, cash equivalents, and restricted cash at end of period $ 357,810 $ 294,562 $ 315,635

Supplementary cash flow information

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

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

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

Impact of convertible note modification

$ 13,225 $ — $ —

Right-of-use assets obtained in exchange for lease liabilities $ 536 $ — $ 7,991

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

Impairment charges and accelerated depreciation of right-of-use assets due to reorganization

$ ( 5,647 ) $ — $ —

Acquisitions of property and equipment included in accounts payable and accrued and other current liabilities $ 2,095 $ 1,954 $ 660

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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”), 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” or the “Company”, “it”, or “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.

This network also 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.

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

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

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

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

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 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.

Since inception, the Company has been engaged in developing and marketing its Networked Charging Systems, subscriptions and other offerings, raising capital, and recruiting personnel.

The Company 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, 2024, the Company had an accumulated deficit of $ 1,614.4 million.

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

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

The Company had cash, cash equivalents and restricted cash of $ 357.8 million as of January 31, 2024.

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.

The Company’s assessment of the period of time its financial resources will be adequate to support its operations is a forward-looking statement and involves risks and uncertainties.

The Company’s actual results could vary as a result of, and its near- and long-term future capital requirements will depend on, many factors, including its growth rate, subscription renewal activity, the timing and extent of spending to support its acquisitions, infrastructure, and research and development efforts, the expansion of sales and marketing activities, the timing of new introductions of products or features, the continuing market adoption of its Networked Charging Systems and Cloud Services platform, and the overall market acceptance of EVs.

The Company has and may in the future enter into arrangements to acquire or invest in complementary businesses, services, and technologies, including intellectual property rights.

The Company has based its estimates on assumptions that may prove to be wrong, and it could use its available capital resources sooner than it currently expects.

The Company may be required to seek additional equity or debt financing.

Future liquidity and cash requirements will depend on numerous factors, including market penetration, the introduction of new products, and potential acquisitions of related businesses or technology.

If additional financing is required from outside sources, the Company may not be able to raise it on acceptable terms or at all.

If the Company is unable to raise additional capital when desired, or if it cannot expand its operations or otherwise capitalize on its business opportunities because it lacks sufficient capital, the Company may need to reorganize its operations including through further reductions in its workforce and its business, operating results, and financial condition would be materially adversely affected.

Reverse Recapitalization

On February 26, 2021, Lightning Merger Sub Inc., a wholly-owned subsidiary of Switchback Energy Acquisition Corporation (“Switchback”), merged with ChargePoint, Inc.

(“Legacy ChargePoint”), with Legacy ChargePoint surviving as a wholly-owned subsidiary of Switchback (the “Merger”).

As a result of the Merger, Switchback was renamed “ChargePoint Holdings, Inc.” Immediately prior to the closing of the Merger (the “Closing”), Legacy ChargePoint’s outstanding series of redeemable convertible preferred stock were converted to Legacy ChargePoint common stock, which then converted to the Company’s common stock (“Common Stock”).

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In connection with the Merger, the Company raised $ 511.6 million of proceeds including the contribution of $ 286.6 million of cash held in Switchback’s trust account from its initial public offering, net of redemptions of Switchback public stockholders of $ 0.3 million, and $ 225.0 million of cash in connection with the PIPE financing.

The Company incurred $ 36.5 million of transaction costs, consisting of banking, legal, and other professional fees, of which $ 29.5 million was recorded as a reduction to additional paid-in capital of proceeds and the remaining $ 7.0 million was expensed in the consolidated statements of operations.

The Merger is accounted for as a reverse capitalization in accordance with U.S.

On August 11, 2021, the Company acquired all of the outstanding shares of ViriCiti Group B.V.

(“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.

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

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 was paid on February 3, 2022 as part of a working capital adjustment, and of the shares, 885,692 shares, valued at $ 15.9 million, were held in escrow to cover indemnity claims the Company could have made within eighteen months from the closing date and which were released to former HTB stockholders in April 2023.

HTB is an Austria-based e-mobility provider with a European charging software platform.

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

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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.

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

Short-term investments consist of U.S.

Short-term investments have historically consisted of U.S.

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

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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, 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.

As of January 31, 2024 and 2023, one customer individually accounted for 10 % or more of accounts receivable, net.

For the year ended January 31, 2024, there were no customers that represented 10% or more of total revenue.

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.

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

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

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Total cash, cash equivalents, and restricted cash $ 357,810 $ 294,562 $ 315,635

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Short-Term Investments

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

The Company's portfolio of marketable debt securities have historically been comprised solely of U.S.

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

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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.

These debt securities were 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.

For available-for-sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell the security or it is more likely than not that the Company will be required to sell the security before the recovery of its entire amortized cost basis.

If either of these criteria is met, the security’s amortized cost basis is written down to fair value through other income (expense), net in the consolidated statements of operations.

If neither of these criteria is met, the Company evaluates whether the decline in fair value below amortized cost is due to credit or non-credit related factors.

In making this assessment, the Company considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and any adverse conditions specifically related to the security, among other factors.

Credit related unrealized losses are recognized as an allowance for expected credit losses of available-for-sale debt securities on the consolidated balance sheets with a corresponding charge in other income (expense), net in the consolidated statements of operations.

Non-credit related unrealized losses are included in accumulated other comprehensive income (loss).

All of the short-term investments in U.S.

Treasury securities have matured and no short-term investments remain outstanding as of January 31, 2024.

As of January 31, 2023, short-term investments consisted of the following:

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January 31, 2023

Amortized Cost (1)

Gross Unrealized Gains Gross Unrealized Losses Fair Value

(in thousands)

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

_______________

(1) Amortized cost and fair value amounts included interest receivable of $ 0.5 million.

treasury securities were 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 of unrealized losses as a component of other comprehensive loss for the year ended January 31, 2023, which was reclassified out of other comprehensive loss at the maturity of the marketable debt securities during the year ended January 31, 2024.

The Company did not recognize any gains or losses for either of the years ended January 31, 2024 and 2023.

Accounts Receivable, net

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The change in the allowance for expected credit losses for the years ended January 31, 2024, 2023, and 2022 was as follows:

Balance Additions

Expense Write-offs Ending

Balance Change in Provision

Write-offs Ending

(in thousands)

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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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Tooling 3 to 5 years

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Leasehold improvements Shorter of the estimated lease term or useful life

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

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

CPaaS combines the customer’s use of the Company’s owned and operated systems with Cloud and Assure into a single subscription.

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

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

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Similar to other long-lived assets discussed below, the Company measures recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows that the assets or the asset group are expected to generate.

If the carrying value of the assets are not recoverable, the impairment recognized is measured as the amount by which the carrying value of the asset exceeds its fair value.

For leased assets, such circumstances would include the decision to leave a leased facility prior to the end of the minimum lease term or subleases for which estimated cash flows do not fully cover the costs of the associated lease.

The Company committed to a decision to exit and sublease or cease use of certain facilities to align with the Company’s anticipated operating needs and incurred impairment charges related to real estate operating right-of-use assets of $ 2.7 million during the year ended January 31, 2024.

Refer to Note 14, Restructuring , in the notes to the consolidated financial statements for further information.

The Company leases Networked Charging Systems to customers within certain CPaaS contracts.

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

There were no impairments of long-lived assets for the years ended January 31, 2023, 2022, and 2021.

With the exception of impairment charges related to real estate operating right-of-use assets discussed above, there was no other material impairments of long-lived assets for the years ended January 31, 2024, 2023, and 2022.

Business Combinations

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

Redeemable Convertible Preferred Stock Warrants

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, 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.

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

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

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

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

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

Certain assets, including goodwill and other intangible assets, which are measured at fair value on a non-recurring basis and are adjusted to fair value only if an impairment charge is recognized.

The categorization of the framework used to measure fair value of the assets is considered to be within the Level 3 valuation hierarchy due to the subjective nature of the unobservable inputs used.

As of January 31, 2024, there were no assets or liabilities that were measured at fair value on a recurring basis.

As of January 31, 2023, the Company’s assets and liabilities that were measured at fair value on a recurring basis were as follows:

Fair Value Measured as of January 31, 2023

Level 1 Level 2 Level 3 Total

( in thousands)

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

Treasury securities

— 104,966 — 104,966

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

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, 2024 and 2023.

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 purchase date and recorded at fair value on the consolidated balance sheets.

No short-term investments have been outstanding since April 30, 2023.

There have been no Level 3 financial instruments outstanding since January 31, 2023.

Debt Modification

The Company evaluates amendments to its debt instruments in accordance with ASC 470-50, Debt Modifications and Extinguishments .

This evaluation includes (1) if applicable, the change in fair value of an embedded conversion option to that of the carrying value of the debt immediately prior to amendment and (2) the net present value of future cash flows of the amended debt to that of the original debt to determine, in each case, if a change greater than 10% occurred.

In instances where the net present value of future cash flows or the fair value of an embedded conversion option, if any, changed more than 10%, the Company applies extinguishment accounting.

In instances where the net present value of future cash flows and the fair value of an embedded conversion option, if any, changed less than 10%, the Company obtains the fair value of the embedded conversion option to determine if the change in fair value is an increase of more than 10% of the carrying value of the debt immediately prior to the amendment.

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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 Note 12, Stock Warrants and Earnout ).

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

The estimated fair value of the contingent consideration was determined using a Monte Carlo simulation using a distribution of potential outcomes on a monthly basis over the Earnout Period (as defined in Note 12, Stock Warrants and Earnout ) prioritizing the most reliable information available.

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

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.

Revenue Recognition

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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

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

Networked Charging Systems revenue includes revenue related to the deliveries of EV charging system infrastructure and fees received for transferring regulatory credits earned for participating in low carbon fuel programs in jurisdictions with such programs.

The Company recognizes revenue from sales of Networked Charging Systems upon shipment to the customer, which is when the performance obligation has been satisfied.

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

Subscriptions revenue

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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.

The leasing arrangements the Company

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enters into with lessees are operating leases.

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

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Other revenue

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

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

Other revenue consists of charging related fees received from drivers using charging sites owned and operated by the Company, net transaction fees earned for processing payments collected on driver charging sessions at charging sites owned by ChargePoint customers, and other professional services.

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

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Total deferred revenue recognized $ 88,777 $ 77,142 $ 40,934

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Cost of Revenue

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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.

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Costs to Obtain a Customer Contract

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Stock-based Compensation

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”).

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

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

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As such, the Company’s net losses for the years ended January 31, 2024, 2023, and 2022 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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When computing dilutive net loss, the numerator is also adjusted by changes in fair value attributable to dilutive warrants and gains attributable to Earnout Shares issued.

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

As a result, some of the

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

Reclassifications of Prior Period Presentation

Certain prior period amounts have been reclassified for consistency with the current year presentation.

Accounting Pronouncements

Recently Adopted Accounting Standards

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 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 March 2022, the Financial Accounting Standards Board (“FASB”) issued ASU 2022-02, “ Financial Instruments—Credit Losses (Topic 326):

Troubled Debt Restructurings and Vintage Disclosures,” which addresses areas identified by the FASB as part of its post-implementation review of ASU 2016-13, “ Financial Instruments--Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”) that introduced the current expected credit losses (“CECL”) model.

The new guidance eliminates the accounting guidance for troubled debt restructurings by creditors that have already adopted the CECL model and enhances the disclosure requirements for loan refinancings and restructurings made with borrowers experiencing financial difficulty.

In addition, the new guidance requires a public business entity to disclose current-period gross write-offs for financing receivables and net investment in leases by year of origination.

The guidance is effective for public business entities that have adopted ASU 2016-13 for fiscal years beginning after December 31, 2022, including interim periods within those fiscal years.

The Company adopted ASU 2022-02 on February 1, 2023 and elected to apply the amendments prospectively to all transactions within the scope of the amendment that are reflected in the financial statements at the date of adoption.

The adoption did not have a material effect on the consolidated financial statements and related disclosures.

Recent Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU No.

2021-10, “ Government Assistance (Topic 832):

Disclosures by Business Entities about Government Assistance,” which requires entities to disclose annually its transactions with a government accounted for by applying a grant or contribution accounting model by analogy.

The disclosure requirement includes information about the nature of the transactions and the related accounting policy used to account for the transactions, the line items on the 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 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

The Company’s assets and liabilities that were measured at fair value on a recurring basis were as follows:

Fair Value Measured as of January 31, 2023

Level 1 Level 2 Level 3 Total

( in thousands)

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

Treasury securities — 104,966 — 104,966

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

Fair Value Measured as of January 31, 2022

Level 1 Level 2 Level 3 Total

( in thousands)

Money market funds $ 254,716 $ — $ — $ 254,716

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

Common stock warrant liabilities (Private Placement) $ — $ — $ 25 $ 25

Contingent earnout liability recognized upon acquisition of ViriCiti (ViriCiti Earnout) — — 5,993 5,993

Total financial liabilities $ — $ — $ 6,018 $ 6,018

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,

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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.

The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments:

Redeemable convertible preferred stock warrant liability Private placement warrant liability Earnout liability ViriCiti Earnout liability

(in thousands)

Fair value as of January 31, 2020 $ ( 2,718 ) $ — $ — $ —

Change in fair value included in other income (expense), net ( 73,125 ) — — —

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

Private placement warrant liability acquired as part of the Merger — ( 127,888 ) — —

Contingent earnout liability recognized upon the closing of the reverse recapitalization

— — ( 828,180 ) —

Contingent earnout liability recognized upon the acquisition of ViriCiti (“ViriCiti Earnout”) — — — ( 3,856 )

Change in fair value 9,237 63,746 84,420 ( 2,137 )

Reclassification of warrants to stockholders’ equity (deficit) due to exercise — 64,117 — —

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

Issuance of earnout shares upon triggering events — — 501,120 —

Reclassification of remaining contingent earnout liability upon triggering event

— — 242,640 —

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

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

The fair values of the private placement warrant liability, redeemable convertible preferred stock warrant liability and earnout liability are based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy.

The significant unobservable inputs used in the fair value measurements of the private placement warrant liability, the redeemable convertible preferred stock warrant liability and the earnout liability include the expected volatility and dividend yield.

In determining the fair value of the private placement warrant liability, the Company used the Binomial Lattice Model (“BLM”) that assumes optimal exercise of the Company's redemption option at the earliest possible date.

In determining the fair value of the redeemable convertible preferred stock warrant liability, the Company used the Black-Scholes Option Pricing Model (“Black-Scholes”) to estimate the fair value using unobservable inputs including the expected term, expected volatility, risk-free interest rate and dividend yield.

In determining the fair value of the earnout liability, the Company used the Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the Earnout Period using the most reliable information available.

ViriCiti Earnout Liability

On August 11, 2021, the Company acquired all of the outstanding shares of ViriCiti Group B.V.

(“ViriCiti”).

The purchase price consideration included an earnout consideration contingent on meeting certain revenue targets through January 21, 2023.

The fair value

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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

The Company has certain assets, including goodwill and other intangible assets, which are measured at fair value on a non-recurring basis and are adjusted to fair value only if an impairment charge is recognized.

The categorization of the framework used to measure fair value of the assets is considered to be within the Level 3 valuation hierarchy due to the subjective nature of the unobservable inputs used.

Disclosure of Fair Values

The Company has financial instruments that are not re-measured at fair value including accounts receivable, accounts payable, and accrued and other current liabilities.

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

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

Reverse Recapitalization

On February 26, 2021, Lightning Merger Sub, a wholly-owned subsidiary of Switchback, merged with Legacy ChargePoint, with Legacy ChargePoint surviving as a wholly-owned subsidiary of Switchback.

As a result of the Merger, Switchback was renamed ChargePoint Holdings, Inc.

Immediately prior to the closing of the Merger:

• all 22,427,306 shares of Legacy ChargePoint’s outstanding Series H-1 redeemable convertible preferred stock were converted into an equivalent number of shares of Legacy ChargePoint common stock on a one -to-one basis and an additional 1,026,084 shares of Common Stock were issued to settle the accumulated dividend to the Series H-1 redeemable convertible preferred stockholders of $ 21.1 million;

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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;

• all 45,376 shares of Legacy ChargePoint’s outstanding Series C redeemable convertible preferred stock were converted into an equivalent number of shares of Legacy ChargePoint common stock on a 1:

73.4403 basis;

• all 130,590 shares of Legacy ChargePoint’s outstanding Series B redeemable convertible preferred stock were converted into an equivalent number of shares of Legacy ChargePoint common stock on a 1:

42.9220 basis;

• all 29,126 shares of Legacy ChargePoint’s outstanding Series A redeemable convertible preferred stock were converted into an equivalent number of shares of Legacy ChargePoint common stock on a 1:

48.2529 basis.

At the Merger, eligible ChargePoint equity holders received or had the right to receive shares of Common Stock at a deemed value of $ 10.00 per share after giving effect to the exchange ratio of 0.9966 as defined in the Merger Agreement (“Exchange Ratio”).

Accordingly, immediately following the consummation of the Merger, Legacy ChargePoint common stock exchanged into 217,021,368 shares of Common Stock, 68,896,516 shares were reserved for the issuance of Common Stock upon the potential future exercise of Legacy ChargePoint stock options and warrants that were exchanged into ChargePoint stock options and warrants, and 27,000,000 shares of Common Stock were reserved for the potential future issuance of the Earnout Shares.

In connection with the execution of the Merger Agreement, Switchback entered into separate subscription agreements (each a “Subscription Agreement”) with a number of investors (each a “New PIPE Investor”), pursuant to which the New PIPE Investors agreed to purchase, and Switchback agreed to sell to the New PIPE Investors, an aggregate of 22,500,000 shares of Common Stock (“PIPE Shares”), for a purchase price of $ 10.00 per share and an aggregate purchase price of $ 225.0 million, in a private placement pursuant to the subscription agreements (“PIPE Financing”).

The PIPE Financing closed simultaneously with the consummation of the Merger.

Pursuant to the terms of a letter agreement the initial Switchback stockholders entered into in connection with the execution of the Merger Agreement (“Founders Stock Letter”), the initial stockholders surrendered 984,706 of Switchback Class B common stock shares purchased by NGP Switchback, LLC, a Delaware limited liability company (“Sponsor”) prior to the Switchback Public Offering on May 16, 2019 (“Founder Shares”) for no consideration, whereupon such Founder Shares were immediately cancelled.

Additionally, 900,000 Founder Shares, which were previously subjected to potential forfeiture until the closing volume weighted average price per share of the Company’s Common Stock achieved $ 12.00 for any ten trading days within any twenty consecutive trading day period during the five-year period following the Closing (“Founder Earn Back Triggering Event” and such Founder Shares the “Founder Earn Back Shares”), met the Founder Earn Back Triggering Event on March 12, 2021.

At the Closing, the Sponsor exercised its right to convert a portion of the working capital loans made by the Sponsor to Switchback into an additional 1,000,000 Private Placement Warrants at a price of $ 1.50 per warrant in satisfaction of $ 1.5 million principal amount of such loans.

The number of shares of Common Stock issued immediately following the consummation of the Merger was as follows:

Common stock of Switchback, outstanding prior to Merger 39,264,704

Less redemption of Switchback shares ( 33,009 )

Less surrender of Switchback Founder Shares ( 984,706 )

Common stock of Switchback 38,246,989

Shares issued in PIPE 22,500,000

Merger and PIPE financing shares (1) 60,746,989

Legacy ChargePoint shares (2) 217,021,368

Total shares of common stock immediately after Merger 277,768,357

_______________

(1) This includes 900,000 contingently forfeitable Founder Earn Back Shares pending the occurrence of the Founder Earn Back Triggering Event, which was met on March 12, 2021

(2) The number of Legacy ChargePoint shares was determined by converting the 217,761,738 shares of Legacy ChargePoint common stock outstanding immediately prior to the closing of the Merger using the Exchange Ratio of 0.9966 .

All fractional shares were rounded down.

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

This determination is primarily based on Legacy ChargePoint stockholders comprising a relative majority of the voting power of ChargePoint and having the ability to nominate the members of the Board of Directors, Legacy ChargePoint’s operations prior to the acquisition comprising the only ongoing operations of ChargePoint, and Legacy ChargePoint’s senior management comprising a majority of the senior management of ChargePoint.

Under this method of accounting, Switchback is treated as the “acquired” company for financial reporting purposes.

Accordingly, for accounting purposes, the financial statements of ChargePoint represent a continuation of the financial statements of Legacy ChargePoint with the Merger being treated as the equivalent of ChargePoint issuing stock for the net assets of Switchback, accompanied by a recapitalization.

The net assets of Switchback are stated at historical costs, with no goodwill or other intangible assets recorded.

Operations prior to the Merger are presented as those of ChargePoint.

All periods prior to the Merger have been retrospectively adjusted using the Exchange Ratio for the equivalent number of shares outstanding immediately after the Merger to effect the reverse recapitalization.

Additionally, upon the consummation of the Merger, the Company gave effect to the 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.

Acquisition of ViriCiti

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.

The acquisition is expected to enhance ChargePoint’s fleet solutions portfolio of hardware, software and services by integrating information sources to optimize electric fleet operations.

The acquisition of ViriCiti was considered a business combination and was accounted for under the acquisition method of accounting.

The total purchase price was allocated to the net tangible and intangible assets acquired and liabilities assumed based on their respective fair values on the acquisition date and the excess was recorded as goodwill.

The 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.

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

Acquisition of has•to•be gmbh

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.

The acquisition is intended to expand the Company’s market share in Europe.

The acquisition of HTB was considered a business combination and was accounted for under the acquisition method of accounting.

The total purchase price was allocated to the net tangible and intangible assets acquired and liabilities assumed based on their respective fair values on the acquisition date, and the excess was recorded as goodwill.

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.

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

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2023-07, “ Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures,” which amends and enhances the disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance.

All disclosure requirements under this standard will also be required for public entities with a single reportable segment.

The guidance is effective for public business entities for the fiscal years beginning after December 15, 2023, including interim periods within fiscal years beginning after December 15, 2024.

The Company is currently assessing the impact of adopting this standard on the consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU No.

2023-09, “ Income Taxes (Topic 740):

Improvements to Income Tax Disclosures,” which requires companies to provide disaggregated information about a reporting entity’s effective tax rate reconciliation as well as further disaggregation on income taxes paid disclosure by federal, state, and foreign taxes.

The guidance is effective for public business entities for the fiscal years beginning after December 15, 2024.

The Company is currently assessing the impact of adopting this standard on the consolidated financial statements and related disclosures.

Goodwill and Intangible Assets

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Balance as of January 31, 2022 $ 218,484

Goodwill acquired with ViriCiti acquisition 62,839

Goodwill acquired with HTB acquisition 158,997

Foreign exchange fluctuations ( 4,768 )

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There was no impairment recognized for the years ended January 31, 2024, 2023, and 2022.

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Intangible Assets

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

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Years Ending January 31, (in thousands)

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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.

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Balance Sheet Components

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Total Inventories $ 198,580 $ 68,730

During the fiscal year ended January 31, 2024, the Company recorded an impairment charge of $ 70.0 million to write down the carrying value of inventory on hand and charges for losses on non-cancelable purchase commitments to reduce the carrying value of certain products to their estimated net realizable value, address supply overruns related to product transitions, and to better align inventory with current demand.

The inventory impairment charge is included in the cost of revenue - networked charging systems in the consolidated statements of operations.

Prepaid expense and other current assets

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

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Year ended January 31,

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Depreciation Expense $ 16,345 $ 13,404 $ 11,840

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Accrued and Other Current Liabilities

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Accrued expenses $ 51,399 $ 46,105

Reserve for losses on non-cancellable purchase commitments

Refundable customer deposits 16,588 14,551

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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 ViriCiti Earnout liability was subsequently paid in full on March 6, 2023.

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, 2024, 2023 and 2022.

In September 2023, and subsequently in January 2024, the Company implemented reorganizations which included restructuring charges related to a decision to exit and sublease or cease use of certain facilities to align with the Company’s plan to reduce its operating expense and increase efficiencies.

Refer to Note 14, Restructuring , in the notes to the consolidated financial statements in this Annual Report for more information.

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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.

There was no interest expense incurred during the years ended January 31, 2024 and 2023, respectively.

Total interest expense incurred was $ 1.5 million for the year ended January 31, 2022.

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2028 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

Year Ended January 31,

(in thousands)

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

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$ 300,000 $ 300,000

Debt discount and issuance costs

( 16,296 ) ( 5,064 )

Carrying amount

$ 283,704 $ 294,936

Estimated fair value (Level 2 Inputs)

$ 211,000 $ 233,000

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

Year ended January 31,

Twelve Months Ended January 31,

(in thousands)

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Total interest expense $ 15,541 $ 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.

In April 2022, the Company completed a private placement of $ 300 million aggregate principal amount of unsecured Convertible Senior PIK Toggle Notes (formerly, the “2027 Convertible Notes”, hereafter the “Original Convertible Notes”), the terms of which were amended in October 2023, as described below (the “Notes Amendment”).

Prior to the Notes Amendment, the maturity date of the Original Convertible Notes was April 1, 2027.

The Original 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 Original 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 Original 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”).

Prior to the Notes Amendment, the Original Convertible Notes bore 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 Original 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

The Original 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 Original Convertible Notes, subject to customary anti-dilution adjustment in certain circumstances, which represented an initial conversion price of approximately $ 24.03 per share.

Under the terms of the Original Convertible Notes, prior to January 1, 2027, the Original 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 Original Convertible Notes.

Holders of the Original Convertible Notes may convert all or a portion of their Original 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 Original 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 Original 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 Original Convertible Notes on each such trading day;

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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 %.

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

The Original 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 Original 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 Original Convertible Notes during any such redemption period, in which case the applicable conversion rate may be increased in certain circumstances if the Original 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 Original Convertible Notes), subject to certain conditions, holders may require the Company to purchase for cash all or any portion of their Original Convertible Notes.

The fundamental change repurchase price will be 100 % of the capitalized principal amount of the Original Convertible Notes, while the change in control repurchase price will be 125 % of the capitalized principal amount of the Original Convertible Notes to be purchased, in each case plus any accrued and unpaid interest to, but excluding, the repurchase date.

The indenture governing the Original 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 Original 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 Original Convertible Notes may declare 100 % of the principal of, and accrued and unpaid interest, if any, on, all the Original Convertible Notes to be due and payable immediately.

On October 24, 2023, the Original Convertible Notes were amended to (1) extend the maturity date from April 1, 2027 to April 1, 2028, (2) increase the Cash Interest rate to 7.0 % from 3.5 % and PIK Interest rate to 8.5 % from 5.0 %, (3) increase the initial conversion rate to 83.333 shares per $1,000 principal amount of the convertible notes from 41.6119 shares per $1,000 principal amount of the convertible notes, which represented a revised initial conversion price of approximately $ 12.00 per share, and (4) revise the make-whole table to reflect the revised terms of the convertible notes (herein, “2028 Convertible Notes”).

Other than those previously stated, the terms of the 2028 Convertible Notes are not substantially different from the terms of Original Convertible Notes.

The Company assessed the Notes Amendment for a debt extinguishment or modification in accordance with ASC 470-50, Debt Modifications and Extinguishments .

As both the change in net present value of future cash flows of the 2028 Convertible Notes to that of the Original Convertible Notes and the change in fair value of the embedded conversion option of the 2028 Convertible Notes to that of the carrying value of the Original Convertible Notes immediately before modification resulted in a less than 10% change, the amendment is regarded as a modification.

The resulting increase in fair value of the embedded conversion option is recorded as an increase in debt discount, a contra-liability account, as well as the corresponding entry to additional paid-in-capital, in the consolidated balance sheets.

Legal fees and other costs incurred with third parties that were directly related to the debt modification were expensed as incurred.

As of January 31, 2024, the new effective interest rate on the 2028 Convertible Notes was approximately 8.59 %.

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 2028 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.

The estimated fair value of the 2028 Convertible Notes, as of January 31, 2024 and 2023 using Level 2 fair value inputs, was $ 211.0 million and $ 233.0 million, respectively.

2027 Revolving Credit Facility

On July 27, 2023, the Company entered into a revolving credit agreement by and among the Company, ChargePoint, Inc.

(the “Borrower”), certain subsidiaries of the Borrower as guarantors (the “Subsidiary Guarantors”), JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto (the “Credit Agreement”).

The Credit Agreement provides for senior secured revolving credit facility in an initial aggregate principal amount of up to $ 150.0 million, with a maturity date of January 1, 2027 (the “2027 Revolving Credit Facility”).

Pursuant to the Credit Agreement, the Borrower may from time to time arrange for one or more increases in the commitments under the 2027 Revolving Credit Facility in an aggregate principal amount not to exceed $ 150.0 million, subject to obtaining the consent of the lenders participating in any such increase.

Up to $ 100.0 million of the 2027 Revolving Credit Facility may be used for the issuance of letters of credit.

The obligations of the Borrower under the Credit Agreement are guaranteed by the Company and the Subsidiary Guarantors and secured by a first priority pledge of the equity securities of the Borrower and certain of its subsidiaries and first priority security interests in substantially all tangible and intangible personal property, including intellectual property, of the Company, the Borrower and each Subsidiary Guarantor, subject to customary exceptions and limitations.

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The Credit Agreement contains negative covenants that, among other things, restrict the ability of the Company, the Borrower and its subsidiaries, as applicable, to incur additional indebtedness, incur additional liens, make investments or acquisitions, make dividends, distributions, or other restricted payments, dispose of property, and enter into transactions with affiliates, in each case subject to certain dollar baskets and customary carveouts, as well as customary events of default.

In addition, the Credit Agreement requires the Borrower to comply with a minimum total liquidity covenant to be not less than 150 % of the aggregate amount of the lender’s commitment under the Credit Agreement (“Total Liquidity”) which requires the Borrower to maintain, at all times, Total Liquidity equal to the sum of cash and cash equivalents held by the Borrower and the other loan parties at controlled accounts with the initial lenders under the Credit Agreement plus the aggregate unused amount of the commitments then available to be drawn under the 2027 Revolving Credit Facility.

Borrowings under the 2027 Revolving Credit Facility may be denominated in U.S.

dollars, Euros, or Pound Sterling.

At the Company’s option, borrowings may bear interest at a rate per annum equal to either (a) an alternate base rate (for borrowings in U.S.

dollars) plus a rate per annum of 1.75 %, (b) an adjusted SOFR term rate (for borrowings in U.S.

dollars) plus a rate per annum of 2.75 %, (c) an adjusted EURIBOR rate (for borrowings in Euros) plus a rate per annum of 2.75 %, or (d) a daily simple “risk-free” rate (for borrowings in Pounds Sterling) plus a rate per annum of 2.75 %.

The Company will pay commitment fees on the average daily unused amount of the 2027 Revolving Credit Facility at a rate per annum of 0.40 %.

In addition, the Company will also pay participation fees on the average daily undrawn amount of outstanding letters of credit at a rate per annum of 2.25 %.

In October 2023, the Company entered into an amendment to the Credit Agreement to, among other things, permit the Company to complete the Notes Amendment (as described above).

As of January 31, 2024, the Borrower had no borrowings outstanding under the 2027 Revolving Credit Facility.

The Borrower also had no letters of credit outstanding under the Credit Agreement as of January 31, 2024, and as a result, had a borrowing capacity of up to $ 150.0 million.

The following presents the Company’s interest expense related to the 2027 Revolving Credit Facility:

Twelve Months Ended January 31,

(in thousands)

Amortization of debt issuance costs

Commitment fees

Total interest expense $ 732

Commitments and Contingencies

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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, 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.

Class Action Litigation

A class action lawsuit (the “November 2023 Class Action”) alleging violations of federal securities laws was filed on November 29, 2023 in the U.S.

District Court for the Northern District of California against the Company and certain of its former officers (the “Class Defendants”).

The complaint purports to be brought on behalf of purchasers of the Company’s common stock between June 1, 2023 and November 16, 2023 and alleges that the Class Defendants made materially false and misleading statements regarding component costs and supply overruns for DC charging products which resulted in impairment charges and an adverse impact on profitability.

A second class action lawsuit (together with the November 2023 Class Action, the “Class Actions”) asserting the same claims and premised on the same underlying allegations, which purports to be on behalf of purchasers of the Company’s stock between

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December 7, 2021 and November 16, 2023, was filed against the Class Defendants on January 22, 2024.

The complaints seek unspecified monetary damages and other relief.

Applications to serve as lead plaintiff and to consolidate these two actions are pending with the court.

No response to the complaints is required at this time;

a deadline will be set following the court’s ruling on the pending applications.

Derivative Actions

On January 5, 2024, a ChargePoint stockholder purporting to act on behalf of the Company filed an action in the U.S.

District Court for the District of Delaware against ChargePoint’s Board of Directors and certain of its former officers (“Derivative Defendants”), alleging that the Derivative Defendants breached their fiduciary duties to ChargePoint in connection with the same alleged events and alleged materially false and misleading statements asserted in the Class Actions described above.

Two additional substantively duplicative actions were filed in the U.S.

District Court for the Northern District of California on January 8, 2024 and March 1, 2024.

The complaints seek unspecified monetary damages and other relief.

This action has been stayed.

The Company intends to defend these lawsuits vigorously.

At this time, the Company is unable to predict the outcome or estimate the amount of loss or range of losses that could potentially result from these lawsuits.

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

The Company had $ 30.4 million of secured letters of credit outstanding as of both January 31, 2024 and 2023, 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.

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The holders of Common Stock are not entitled to cumulative voting rights with respect to the election of directors, and as a consequence, minority stockholders are not able to elect directors on the basis of their votes alone.

Subject to preferences that may be applicable to any shares of redeemable convertible preferred stock currently outstanding or issued in the future, holders of Common Stock are entitled to receive ratably such dividends as may be declared by the Company’s board of directors out of funds legally available therefor.

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available therefor.

In the event of the Company’s liquidation, dissolution, or winding up, holders of the Company’s Common Stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preference of any then outstanding redeemable convertible preferred stock.

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During the fiscal year ended January 31, 2024, the Company sold a total of 59,299,481 shares of its Common Stock pursuant to the ATM Facility at the prevailing market prices for total proceeds of $ 287.2 million, net of $ 1.2 million of issuance costs.

Stock Warrants and Earnout

Redeemable Convertible Preferred Stock Warrants

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.

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 (see Note 5, Reverse Capitalization and Business Combinations , for more details).

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

The liability associated with these warrants was subject to remeasurement at each balance sheet date using the Level 3 fair value inputs.

See Note 3, Fair Value Measurements , for further details.

The Level 3 fair value inputs used in the recurring valuation of the redeemable convertible preferred stock warrant liability were as follows:

February 26, 2021

(Merger Date) January 31, 2021 January 31, 2020

Expected volatility 84.3 % 80.5 % 58.4 %

Risk-free interest rate 0.0 % 0.1 % 1.6 %

Dividend rate 0.0 % 0.0 % 0.0 %

Expected term (years) 0 1.4 2.0

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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

Common Stock Warrants

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Immediately following the Merger, there were 38,761,031 Legacy Warrants outstanding which are classified as equity.

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.

During the fiscal year ended January 31, 2024, no Legacy Warrants were exercised.

During the fiscal year ended January 31, 2023, 1,039,153 Legacy Warrants were exercised resulting in the issuance of 1,037,808 shares of Common Stock and cash proceeds received of $ 6.9 million.

As of January 31, 2024, there were 34,499,436 Legacy Warrants outstanding which are classified as equity.

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Total outstanding common stock warrants 34,499,436

January 31, 2022

Outstanding Warrants Expiration Date

Common Stock 21,727,177 $ 1.25 - $ 6.03

3/4/2022 - 8/6/2030

Common Stock 13,811,412 $ 9.04 11/16/2028 – 2/14/2029

Total outstanding common stock warrants 35,538,589

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.

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.

The Private Placement Warrants were initially recognized as a liability on February 26, 2021 and was remeasured to fair value as of any respective exercise dates.

The Company recorded no gain or loss, an immaterial loss, and a gain of $ 63.7 million for the fiscal years ended January 31, 2024, 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 Binomial Lattice Model 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.

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Dividend rate 0.0 % 0.0 %

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Public Warrants

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.

The Public Warrants were initially recognized as a liability on February 26, 2021 and remeasured to fair value based upon the market price as warrants were exercised.

On June 4, 2021 the Company issued a redemption notice pursuant to which all but 244,481 Public Warrants were exercised by the Public Warrant holders.

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As of January 31, 2024, no Public Warrants remained outstanding.

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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The Company recognized no gain or loss for the fiscal years ended January 31, 2024 and 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 year ended January 31, 2022, proceeds received from the exercises of Public Warrants were $ 117.6 million.

Warrant Activity

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Outstanding as of January 31, 2023

34,499,436 — 34,499,436

Warrants Exercised — — —

Outstanding as of January 31, 2024

Contingent Earnout Liability

During the five year period starting at the closing of the Merger (“Earnout Period”), eligible former equity holders of Legacy ChargePoint were eligible to receive up to 27,000,000 additional shares of Common Stock (“Earnout Shares”) in three equal tranches if the Earnout Triggering Events (as described in the Merger Agreement) were fully satisfied.

The three Earnout Triggering Events were the dates on which the closing volume weighted-average price (“VWAP”) per share of common stock quoted on the NYSE (or the exchange on which the shares of the Company’s Common Stock are then listed) is greater or equal to $ 15.00 , $ 20.00 and $ 30.00 , respectively, for any ten trading days within any 20 consecutive trading day period within the Earnout Period.

Upon the closing of the Merger, the contingent obligation to issue Earnout Shares was accounted for as a liability because the Earnout Triggering Events that determine the number of Earnout Shares required to be issued include events that are not solely indexed to the Common Stock of ChargePoint.

The estimated fair value of the total Earnout Shares at the closing of the Merger on February 26, 2021, was $ 828.2 million based on a Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the Earnout Period using the most reliable information available.

Assumptions used in the valuation are described below.

2021 February 26,

Current stock price $ 27.84 $ 30.83

Expected volatility 72.00 % 71.60 %

Risk-free interest rate 0.85 % 0.75 %

Dividend rate 0.00 % 0.00 %

Expected term (years) 4.96 5.00

The first two Earnout Triggering Events for up to 18,000,000 of the Earnout Shares occurred on March 12, 2021, and, after withholding some of these Earnout Shares to cover employee withholding tax obligations, 17,539,657 Earnout Shares were issued on March 19, 2021, and the estimated fair value of the earnout liability was remeasured to $ 743.7 million, including (i) $ 501.1 million related to the Earnout Shares issuable upon the occurrence of the Earnout Triggering Event associated with the $ 15.00 and $ 20.00 VWAP per share thresholds based on the Common Stock price as of March 12, 2021, and (ii) $ 242.6 million related to the estimated fair value of earnout liability related to the remaining 9,000,000 Earnout Shares issuable upon the occurrence of the Earnout Triggering Event associated with the $ 30.00 VWAP per share threshold based on a Monte Carlo simulation valuation model as of March 12, 2021, as described above.

The change in fair value resulted in a gain of $ 84.4 million recognized in the consolidated statement of operations for the three months ended April 30, 2021.

Upon settlement of the first two tranches, the classification of the remaining 9,000,000 Earnout Shares of the third tranche was changed to equity on March 12, 2021, because the Earnout Shares became an instrument contingently issuable upon the occurrence of the Earnout Triggering Event into a fixed number of Common Shares that is not based on an observable market price or index other than the Company’s own stock price.

The third and final Earnout Triggering Event for up to 9,000,000 of the Earnout Shares associated with the $ 30.00 VWAP per share threshold occurred on June 29, 2021, and, after the withholding of some of these Earnout Shares to cover employee withholding tax obligations, 8,773,596 Earnout Shares were issued on July 1, 2021.

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

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34,499,436 — 34,499,436

Equity Plans and Stock-Based Compensation

21 unchanged sentences

As of January 31, 2024, 13,139,772 shares of Common Stock were available under the 2021 ESPP.

Table of Content

During the year ended January 31, 2024, the Company's employees purchased 1,273,933 shares of its Common Stock under the 2021 ESPP.

The shares were purchased at a weighted-average purchase price of $ 6.54 per share, with proceeds of $ 8.3 million.

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

4 unchanged sentences

There were no options granted for the year ended January 31, 2024.

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Restricted Stock Units

7 unchanged sentences

Outstanding as of January 31, 2024 28,416,127 $ 7.35

The total grant date fair value of RSUs vested during the year ended January 31, 2023 was $ 58.4 million.

The total grant date fair value of RSUs vested during the year ended January 31, 2024, 2023 and 2022 were $ 84.5 million, $ 58.4 million, and $ 37.8 million, respectively.

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.

Pursuant to the 2021 EIP, the Company grants PRSUs to certain officers, including the Company’s Chief Executive Officer.

Vesting of the PRSUs is dependent upon the satisfaction of both market- and service-based conditions occurring at the end of a four - or five- year period.

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 over a specified period at any time during the period beginning the date of the grant and ending on the expiration date.

A summary of activity of PRSUs under the 2021 EIP at January 31, 2024 and changes during the periods then ended is presented in the following table:

20 unchanged sentences

17,600,524 $ 0.70 5.6 $ 201,352

Granted — $ —

Exercised ( 5,976,138 ) $ 0.63

6 unchanged sentences

11,301,564 $ 0.73 4.8 $ 13,167

The options outstanding as of January 31, 2023, include the June 2020 grant of a stock option under the 2017 Plan to the Company’s Chief Executive Officer to purchase a total of 1,500,000 shares of Common Stock (“CEO Award”) originally subject to both service and performance-based vesting conditions.

No stock-based compensation expense had been recorded prior to the Merger as the CEO Awards were improbable of vesting before and after two modifications in each of September 2020 and December 2020, because the performance-based vesting condition was contingent upon the closing of the Merger.

Accordingly, the Company commenced recognition of stock-based compensation expense for the CEO Award following the Merger in February 2021 when the only remaining vesting condition was service-based.

As of January 31, 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 Company did not grant any options during the years ended January 31, 2024 and 2023.

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, 2024, 2023, and 2022 was $ 46.3 million, $ 2.0 million, and $ 3.4 million, respectively.

3 unchanged sentences

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:

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, 2024, 2023 and 2022 were as follows:

Year Ended January 31,

2024 2023 2022

Expected volatility 62.3 % - 70.8 %

64.9 % - 72.2 %

61.8 % - 73.5 %

Risk-free interest rate 4.5 % - 5.4 %

0.8 % - 3.6 %

0.1 % - 0.3 %

Dividend rate 0.0 % 0.0 % 0.0 %

12 unchanged sentences

Table of Content

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:

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, 2024 and 2023 were as follows:

Year Ended January 31,

Expected volatility 68.4 %- 82.4 %

72.1 % - 74.0 %

Risk-free interest rate 4.0 % - 4.3 %

2.8 % - 3.3 %

Dividend rate 0.0 % 0.0 %

30 unchanged sentences

Total deferred ( 2,198 ) ( 3,556 ) ( 3,306 )

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

Total benefit from income taxes

$ ( 21 ) $ ( 2,167 ) $ ( 2,930 )

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32 unchanged sentences

Acquired intangible assets ( 18,985 ) ( 22,058 )

Deferred commission

( 2,275 ) ( 2,095 )

Total deferred tax liabilities ( 25,703 ) ( 30,266 )

2 unchanged sentences

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.

54 unchanged sentences

Net income (loss) $ ( 457,609 ) $ ( 345,108 ) $ ( 132,241 )

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

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

15 unchanged sentences

$ ( 1.22 ) $ ( 1.02 ) $ ( 1.49 )

_______________

(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.

Redeemable convertible preferred stock and preferred stock warrants outstanding prior to the Merger Closing Date were excluded from the diluted net loss per share calculation for the year ended January 31, 2022, because including them would have had an antidilutive effect.

(2) For the fiscal year ended January 31, 2022, redeemable convertible preferred stock and preferred stock warrants outstanding prior to the Merger Closing Date were excluded because including them would have had an antidilutive effect.

The potential shares of Common Stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have had an antidilutive effect were as follows:

1 unchanged sentence

2024 2023 2022

Redeemable convertible preferred stock (on an as-converted basis)

— — 193,037,715

2028 Convertible Notes (on an as-converted basis)

24,999,990 12,483,569 —

Options to purchase common stock

3 unchanged sentences

665 40,555 132,180

Redeemable convertible preferred stock warrants (on an as-converted basis)

— — 2,358,546

Common stock warrants

3 unchanged sentences

108,661,633 79,395,156 62,809,839

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.

PRSUs granted during the fiscal years ended January 31, 2024 and 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

The Company has a defined-contribution plan intended to qualify under Section 401 of the Internal Revenue Code (the “401(k) Plan”).

The Company contracted with a third-party provider to act as a custodian and trustee, and to process and maintain the records of participant data.

Substantially all of the expenses incurred for administering the 401(k) Plan are paid by ChargePoint.

The Company has not made any matching contributions to date.

Subsequent Events

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.

Restructuring

January 2024 Reorganization

In January 2024, the Company implemented a reorganization plan to reduce its operating expenses and further increase efficiencies (the “January 2024 Reorganization”).

The January 2024 Reorganization entailed a reduction in force of approximately 223 employees, or 12 % of the Company’s global workforce and other actions to reduce expenses.

The Company incurred $ 9.9 million of employee severance, termination and employment-related exit costs and $ 2.7 million of facility exit costs, including impairment charges and accelerated depreciation of right-of-use assets.

As of January 31, 2024, restructuring-related liabilities were $ 10.6 million, including $ 10.2 million in severance and employment-related exit cost and $ 0.4 million in facility exit cost.

The following table summarizes the January 2024 Reorganization charges by line item within the Company’s consolidated statements of operations for the year ended January 31, 2024:

Severances and employment-related termination costs Facility and other contract terminations

(in thousands)

Cost of revenue $ 632 $ — $ 632

Research and development 7,540 — 7,540

Sales and marketing 500 — 500

General and administrative 1,274 2,708 3,982

Total $ 9,946 $ 2,708 $ 12,654

September 2023 Reorganization

In September 2023, the Company implemented a reorganization plan to reduce its operating expenses and increase efficiencies (the “September 2023 Reorganization”).

The Reorganization entailed a reduction in force of approximately 168 employees, or 10 % of the Company’s global workforce at the time, and other actions to reduce expenses.

During the twelve months ended January 31, 2024, the Company incurred $ 15.6 million of employee severance, termination and employment-related exit cost, as well as accelerated depreciation of right-of-use assets and other facilities and contract termination charges.

As of January 31, 2024, restructuring-related liabilities were $ 0.5 million, including $ 0.3 in severance and employment-related exit cost and $ 0.2 million in facility exit cost.

The following table summarizes the September 2023 Reorganization charges by line item within the Company’s statement of operations for the year ended January 31, 2024:

Severances and employment-related termination costs Facility and other contract terminations

(in thousands)

Cost of revenue $ 996 $ — $ 996

Research and development 4,183 — 4,183

Sales and marketing 1,343 — 1,343

General and administrative 890 8,189 9,079

Total $ 7,412 $ 8,189 $ 15,601

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