What changed in this filing

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Item 9A. Controls and Procedures

2024-04-01 compared with 2023-04-03 · 80 added, 90 removed, 137 unchanged (55% of the section changed)

3 unchanged sentences

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

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

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated,

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can provide only reasonable assurance of achieving the desired control objectives.

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

ChargePoint’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, evaluated, as of January 31, 2024, the effectiveness of ChargePoint’s disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

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

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that ChargePoint’s disclosure controls and procedures were effective at the reasonable assurance level as of January 31, 2024.

Management’s Report on Internal Control over Financial Reporting

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ChargePoint’s management, under the supervision of and with the participation of its Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of ChargePoint’s internal control over financial reporting as of January 31, 2024 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (2013).

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

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

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Based on the assessment by ChargePoint’s management, ChargePoint’s management concluded that ChargePoint’s internal control over financial reporting was effective as of January 31, 2024.

ChargePoint’s independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of ChargePoint’s internal control over financial reporting as of January 31, 2024, as stated in their report, which appears in Part II, Item 8 of this Annual Report on Form 10-K.

Remediation of Previously Identified Material Weaknesses

As previously disclosed in our Annual Report on Form 10-K for the year ended January 31, 2023, and in subsequent quarterly reports, management concluded the following material weaknesses existed in ChargePoint’s internal control over financial reporting:

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

Specifically, ChargePoint did not design and maintain (a) program change management controls to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately, (b) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to its financial applications and data to appropriate company personnel and (c) testing and approval controls for program development to ensure that new software development is aligned with business and IT requirements;

The IT deficiencies did not result in any misstatements to the consolidated financial statements, however, the deficiencies, when aggregated, could impact maintaining effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected.

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

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

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

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

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

Remediation Plan

ChargePoint has continued implementation of a plan to remediate these material weaknesses.

These remediation measures are ongoing and include the following:

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

• Designing and implementing controls over segregation of duties;

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

ChargePoint is working to remediate the material weaknesses as efficiently and effectively as possible and remediation efforts could continue beyond the fiscal year ending January 31, 2024.

At this time, ChargePoint cannot provide an estimate of costs expected to be incurred in connection with implementing this remediation plan;

however, these remediation measures will be time consuming, will result in it incurring significant costs, and will place significant demands on its financial and operational resources.

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

Remediation of Previously Identified Material Weaknesses

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

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

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

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

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

ChargePoint began the implementation of certain remediation measures in fiscal year 2023 and continued to develop remediation plans and implemented additional measures throughout fiscal year 2024, completing the following actions and measures in order to remediate the control deficiencies that had led to the material weaknesses:

• Engaged an external advisor to assist with the documentation and evaluation of the design and implementation of controls in response to the IT general controls deficiencies;

• Designed and implemented new controls, and enhanced the design of existing IT general controls, including controls over program change management, the provisioning and monitoring of user access rights and privileges and program development processes and procedures;

• Designed and implemented enhanced policies and procedures related to the retention of documentary evidence for certain management review controls over segregation of duties, including precision of review and evidence of review procedures performed to demonstrate effective operation of such controls.

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

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

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

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

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

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

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

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

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

During the quarter ended January 31, 2024, Management completed its testing and evaluation of the newly designed and enhanced control activities and determined that, as of January 31, 2024, these control activities have been appropriately designed and implemented, and have operated effectively for a sufficient period of time to conclude that these previously identified material weaknesses have been remediated.

Changes in Internal Control Over Financial Reporting

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Other Information.

Not applicable.

During the three months ended January 31, 2024, none of our directors or executive officers modified or terminated a Rule 10b5-1 trading arrangement or adopted , modified or terminated a non-Rule 10b5-1 trading arrangement as defined in Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

37 unchanged sentences

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

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

4.6 First Supplemental Indenture, dated as of October 24, 2023, by and among the Co mp any, ChargePoint, I n c., as guarantor and Wilmington Trust National Association , as trustee (incorp orated by reference to Exhibit 4.1 to ChargePoint Holdings, I nc.

’ s Cur rent Report on Form 8-K ( File No.

001-39004), filed with the SEC on October 24, 2023 ) .

10.1 Revolving Credit Agreement, dated as of July 27, 2023 by and among the Company, ChargePoint, Inc., the subsidiaries of the Company party thereto as guarantors, the lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to ChargePoint Holdings, Inc.’s Current Report on Form 8-K (File No.

001-39004), filed with the SEC on July 27, 2023).

10.2 Founders Stock Letter, Dated September 23, 2020, by and between Switchback and the Initial Stockholders (incorporated by reference to Exhibit 10.2 to Switchback Energy Acquisition Corporation’s Current Report on Form 8-K (File No.

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

10.3 Form of Subscription Agreement (incorporated by reference to Exhibit 10.3 to Switchback Energy Acquisition Corporation’s Current Report on Form 8-K (File No.

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

10.2 Amendment No.

1 to Revolving Credit Agreement, dated as of October 11, 2023, by and among the Company, ChargePoint, Inc., the subsidiaries of the Company party thereto as guarantors, the lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.7 to ChargePoint Holdings, Inc.’s Quarterly Report on Form 10-Q (File No.

001-39004), filed with the SEC on December 8, 2023).

Offer Letter, dated September 2, 2022, between ChargePoint , Inc.

and Jagdeep Singh.

Offer Letter between ChargePoint and Pasquale Romano, dated January 28, 2011 (incorporated by reference to Exhibit 10.14 to Switchback Energy Acquisition Corporation’s Registration Statement on Form S-4/A (File No.

2 unchanged sentences

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

10.6 Private Placement Warrants Purchase Agreement (incorporated by reference to Exhibit 10.5 to Switchback Energy Acquisition Corporation’s Current Report on Form 8-K (File No.

001-39004), filed with the SEC on July 30, 2019) .

Transition and Separation Agreement and General Release, between ChargePoint Holdings, Inc., ChargePoint, Inc.

and Pasquale Romano, dated November 13, 2023 (incorporated by reference to Exhibit 10.5 to ChargePoint Holdings, Inc.’s Quarterly Report on Form 10-Q (File No.

001-39004), filed with the SEC on December 8, 2023).

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10.7* ChargePoint Holdings, Inc.

1 unchanged sentence

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

10.8* ChargePoint Holdings, Inc.

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

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

10.8* Amended and Restated ChargePoint Holdings, Inc.

2021 Employee Stock Purchase Plan dated December 8, 2022 (incorporated by reference to Exhibit 10.1 to ChargePoint Holdings, Inc.’s Quarterly Report on Form 10-Q (File No.

0001-39004), filed with the SEC on June 8, 2023).

10.9 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.9 to ChargePoint Holdings, Inc.’s Annual Report on Form 10-K (File No.

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

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

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

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

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

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10.11* ChargePoint Holdings, Inc.

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

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

Compensation Program for Non-Employee Directors, dated June 8, 2023 (incorporated by reference to Exhibit 10.2 to ChargePoint Holdings, Inc.’s Quarterly Report on Form 10-Q (File No.

0001-39004), filed with the SEC on September 11, 2023).

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

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

10.14^* Employment Agreement between ChargePoint Europe Holdings B.V.

and Christopher Burghardt, dated November 6, 2017 (incorporated by reference to Exhibit 10.14 to ChargePoint Holdings, Inc.’s Current Report on Form 8-K (File No.

10.12 Amended and Restated Registration Rights Agreement, dated February 26, 2021, by and among ChargePoint Holdings, Inc., and certain stockholders and equityholders of ChargePoint Holdings, Inc.

(incorporated by reference to Exhibit 10.13 to ChargePoint Holdings, Inc.’s Current Report on Form 8-K (File No.

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

7 unchanged sentences

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

10.18* Form of Change in Control Vesting Acceleration Agreement for ChargePoint (Europe) (incorporated by reference to Exhibit 10.18 to ChargePoint’s Post-Effective Amendment No.

2 to the Registration Statement on Form S-1 (File no.

333-253759), filed with the SEC on May 28, 2021).

10.19* Form of Severance and Change in Control Agreement for ChargePoint (US) (incorporated by reference to Exhibit 10.19 to ChargePoint’s Post-Effective Amendment No.

2 to the Registration Statement on Form S-1 (File no.

333-253759), filed with the SEC on May 28, 2021).

10.20* Form of Severance and Change in Control Agreement for ChargePoint Europe Holdings B.V.

(Europe) (incorporated by reference to Exhibit 10.20 to ChargePoint’s Post-Effective Amendment No.

2 to the Registration Statement on Form S-1 (File no.

333-253759), filed with the SEC on May 28, 2021).

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

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

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

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

10.22^* Offer Letter between ChargePoint, Inc.

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

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

10.23^* Offer Letter between ChargePoint, Inc.

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

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

Form of Restricted Stock Unit Award Agreement and Notice under ChargePoint Holdings, Inc.

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to ChargePoint Holdings, Inc.’s Quarterly Report on Form 10-Q (File No.

0001-39004), filed with the SEC on September 11, 2023 ) .

Form of Performance Restricted Stock Unit Award Agreement and Notice under ChargePoint Holdings, Inc.

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to ChargePoint Holdings, Inc.’s Quarterly Report on Form 10-Q (File No.

0001-39004), filed with the SEC on September 11, 2023 ) .

ChargePoint Holdings, Inc.

Executive Severance Plan, effective February 29, 2024.

Offer Letter between ChargePoint, Inc.

3 unchanged sentences

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

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

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

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

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

10.28*+ Offer Letter between ChargePoint, Inc.

and Richard Wilmer, dated May 25, 2022.

21.1+ Material Subsidiaries of the Registrant

Offer Letter, dated November 14, 2023, between ChargePoint, Inc.

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

001-39004), filed with the SEC on November 16, 2023).

Severance and Change in Control Agreement, between ChargePoint Holdings, Inc.

and Rick Wilmer, dated November 15, 2023 (incorporated by reference to Exhibit 10.4 to ChargePoint Holdings, Inc.’s Quarterly Report on Form 10-Q (File No.

0001-39004), filed with the SEC on December 8, 2023).

Offer Letter, dated November 2, 2018, between ChargePoint, Inc.

and Mansi Khetani (incorporated by reference to Exhibit 10.2 to ChargePoint Holdings, Inc.’s Current Report on Form 8-K (File No.

001-39004), filed with the SEC on November 16, 2023).

Addendum to Offer Letter, dated November 14, 2023, between ChargePoint, Inc.

and Mansi Khetani (incorporated by reference to Exhibit 10.3 to ChargePoint Holdings, Inc.’s Current Report on Form 8-K (File 001-39004), filed with the SEC on November 16, 2023).

Severance and Change in Control Agreement between ChargePoint, Holdings, Inc.’s and Mansi Khetani, dated December 5, 2023 (incorporated by reference to Exhibit 10.8 to ChargePoint Holdings, Inc.’s Quarterly Report on Form 10-Q (File No.

001-39004), filed with the SEC on December 8, 2023).

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T ransition and Separation Agreement and General Release , between ChargePoint Holdings, Inc.

, ChargePoint, I nc.

Jackson, dated November 15, 2023 (incorporated by reference to Exhibit 10.6 to ChargePoint Holdings, Inc.

’ s Quarterly Report on Form 10-Q (File No.

001-39004), filed with the SEC on December 8, 2023).

10.27*+^

Transition and Separation Agreement and General Release, between ChargePoint Holdings, Inc., ChargePoint, Inc., and Michael Hughes , dated January 9, 2024.

Form of Severance and Change in Control Agreement for ChargePoint (US) (incorporated by reference to Exhibit 10.19 to ChargePoint’s Post-Effective Amendment No.

2 to the Registration Statement on Form S-1 (File no.

333-253759), filed with the SEC on May 28, 2021).

21.1+ Material Subsidiaries of the Registrant

23.1+ Consent of PricewaterhouseCoopers LLP.

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32.2*** Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

ChargePoint Holdings, Inc.

Dodd -Frank Policy on Recoup ment of Incentive Compensation, effective October 2, 2023.

101.INS+ Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document).

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CHARGEPOINT HOLDINGS, INC.

Chief Financial Officer and Principal Financial Officer

/s/ Mansi Khetani

Mansi Khetani

Interim Chief Financial Officer and Principal Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Pasquale Romano and Rex S.

Jackson, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Rick Wilmer and Mansi Khetani, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated on the dates indicated.

Signature Title Signature Date

Jackson Chief Financial Officer April 3, 2023

JACKSON (Principal Financial Officer)

/s/ Mansi Khetani

Interim Chief Financial Officer

April 1, 2024

MANSI KHETANI

(Principal Financial Officer)

/s/ Henrik Gerdes Chief Accounting Officer April 1, 2024

HENRIK GERDES (Principal Accounting Officer)

/s/ Pasquale Romano Chief Executive Officer and Director April 3, 2023

PASQUALE ROMANO (Principal Executive Officer)

/s/ Rick Wilmer

Chief Executive Officer and Director April 1, 2024

(Principal Executive Officer)

/s/ Roxanne Bowman Director April 1, 2024

19 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures