Filed pursuant to Rule 424(b)(3)
Registration No. 333-260247
PROSPECTUS SUPPLEMENT NO. 2
(to Prospectus dated November 2, 2021)

ChargePoint Holdings, Inc.
5,695,176 Shares of Common Stock
This prospectus supplement supplements the prospectus dated November 2, 2021 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-260247). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on December 15, 2021 (the “Quarterly Report”). Accordingly, we have attached the Quarterly Report to this prospectus supplement.
The Prospectus and this prospectus supplement relate to the resale from time to time by the selling securityholders named in the Prospectus or their permitted transferees of up to 5,695,176 shares of our common stock, par value $0.0001 per share (“Common Stock”). The shares of Common Stock offered under the Prospectus were initially issued to the selling securityholders in a private placement in connection with our acquisition of the has•to•be gmbh business on October 6, 2021. We registered the offer and sale of the shares to satisfy certain registration rights we granted.
Our Common Stock is listed on the New York Stock Exchange under the symbol “CHPT.” On December 14, 2021, the closing price of our Common Stock was $19.50.
We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements.
INVESTING IN OUR SECURITIES INVOLVES RISKS THAT ARE DESCRIBED IN THE “RISK FACTORS” SECTION BEGINNING ON PAGE 11 OF THE PROSPECTUS.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus supplement or the Prospectus or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is December 15, 2021.
1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2021
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission file number 001-39004
ChargePoint Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware 84-1747686
(State or other jurisdiction of incorporation or organization) (IRS Employer
Identification No.)
240 East Hacienda Avenue Campbell, CA
95008
(Address of principal executive offices) (Zip Code)
(408) 841-4500
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class             Trading Symbol(s)        Name of each exchange on which registered

Common Stock, par value $0.0001              CHPT                 New York Stock Exchange



Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.    Yes  x   No  o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x   No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer o
Non-accelerated filer
x
Smaller reporting company
x

Emerging growth company
x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes   o     No  x

The registrant had outstanding 331,027,104 shares of common stock as of November 30, 2021.


CHARGEPOINT HOLDINGS, INC.
Table of Contents
2

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q (this “Quarterly Report”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of present or historical fact included in this Quarterly Report, regarding the future financial performance of ChargePoint Holdings, Inc. (“ChargePoint” or the “Company”), as well as ChargePoint’s strategy, future operations, future operating results, financial position, expectations regarding revenue, losses, and costs, margins, prospects, plans and objectives of management are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “continue,” “project” or the negative of such terms and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements are based on various assumptions, whether or not identified herein, and on the current expectations of ChargePoint’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of, fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions, and such differences may be material. Many actual events and circumstances are beyond the control of ChargePoint. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about ChargePoint that may cause the actual results, level of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. If any of these risks materialize or ChargePoint’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that ChargePoint does not presently know or that ChargePoint currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect ChargePoint’s expectations, plans or forecasts of future events and views as of the date hereof. The Company anticipates that subsequent events and developments will cause ChargePoint’s assessments to change. These forward-looking statements should not be relied upon as representing ChargePoint’s assessments as of any date subsequent to the date hereof. Accordingly, undue reliance should not be placed upon the forward-looking statements. The Company cautions you that these forward-looking statements are subject to numerous risk and uncertainties, most of which are all difficult to predict and many of which are beyond the control of ChargePoint.
The following factors, among others, could cause actual results to differ materially from forward-looking statements:
ChargePoint’s success in retaining or recruiting, or changes in, its officers, key employees or directors;
changes in applicable laws or regulations;
the impact of the coronavirus (“COVID-19”) pandemic on the overall economy and ChargePoint’s results of operations, financial position and cash flows;
COVID-19-related supply chain disruptions and expense increases;
delays in new product introductions;
ChargePoint’s ability to expand its business in Europe;
ChargePoint’s ability to integrate newly acquired assets and businesses into ChargePoint’s own business and the expected benefits from newly acquired assets to ChargePoint, its customers and its market position;
the electric vehicle (“EV”) market may not grow as expected;
ChargePoint may not attract a sufficient number of fleet owners or operators as customers;
incentives from governments or utilities may not materialize or may be reduced, which could reduce demand for EVs, or the portion of regulatory credits that customers claim may increase, which would reduce ChargePoint’s revenue from this source;
3

the impact of competing technologies or technological changes could reduce the demand for EVs or otherwise adversely affect the EV market or our business;
data security breaches or other network outages;
ChargePoint’s ability to remediate its material weaknesses in internal control over financial reporting;
the possibility that ChargePoint may be adversely affected by other economic, business or competitive factors; and
any further changes to ChargePoint’s financial statements that may be required due to SEC comments to the Form 10-K, as amended, or further guidance regarding the accounting treatment of the Public Warrants and the Private Placement Warrants (each as defined below), and the quantitative effects of the restatement of Switchback Energy Acquisition Corporation’s (“Switchback”) consolidated historical financial statements.
The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other risk factors included herein. Forward-looking statements reflect current views about ChargePoint’s plans, strategies and prospects, which are based on information available as of the date of this Quarterly Report. Except to the extent required by applicable law, ChargePoint undertakes no obligation (and expressly disclaims any such obligation) to update or revise the forward-looking statements whether as a result of new information, future events or otherwise.

4


ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ChargePoint Holdings, Inc. Unaudited Condensed Consolidated Financial Statements
5


ChargePoint Holdings, Inc.
Condensed Consolidated Balance Sheets
(unaudited)
October 31,
2021
January 31,
2021
(in thousands, except share and per share data)
Assets
Current assets:
Cash and cash equivalents $ 365,491  $ 145,491 
Restricted cash 400  400 
Accounts receivable, net of allowance of $2,643 as of October 31, 2021 and $2,000 as of January 31, 2021
66,104  35,075 
Inventories 29,893  33,592 
Prepaid expenses and other current assets 32,695  12,074 
Total current assets 494,583  226,632 
Property and equipment, net 34,726  29,988 
Intangible assets, net 142,539  — 
Operating lease right-of-use assets 23,621  21,817 
Goodwill 200,681  1,215 
Other assets 5,327  10,468 
Total assets $ 901,477  $ 290,120 
Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable 32,084  19,784 
Accrued and other current liabilities 76,473  47,162 
Deferred revenue 58,877  40,934 
Debt, current —  10,208 
Total current liabilities 167,434  118,088 
Deferred revenue, noncurrent 62,364  48,896 
Debt, noncurrent —  24,686 
Operating lease liabilities 23,795  22,459 
Deferred tax liabilities 28,351  — 
Common stock warrant liabilities 29,282  — 
Redeemable convertible preferred stock warrant liability —  75,843 
Other long-term liabilities 4,852  972 
Total liabilities 316,078  290,944 
Commitments and contingencies (Note 7)
Redeemable convertible preferred stock: $0.0001 par value; 0 and 185,180,248 shares authorized as of October 31, 2021 and January 31, 2021, respectively; 0 and 182,934,257 shares issued and outstanding as of October 31, 2021 and January 31, 2021, respectively (liquidation value: $— and $17,492,964 as of October 31, 2021 and January 31, 2021, respectively)
—  615,697 
Stockholders’ equity (deficit):
Common stock: $0.0001 par value; 1,000,000,000 and 299,771,284 shares authorized as of October 31, 2021 and January 31, 2021, respectively; 330,964,104 and 22,961,032 shares issued and outstanding as of October 31, 2021 and January 31, 2021, respectively
33 
Preferred stock, $0.0001 par value; 10,000,000 and 0 shares authorized as of October 31, 2021 and January 31, 2021, respectively; 0 issued and outstanding as of October 31, 2021 and January 31, 2021
—  — 
Additional paid-in capital 1,337,247  62,736 
Accumulated other comprehensive income (loss) (376) 155 
Accumulated deficit (751,505) (679,414)
Total stockholders’ equity (deficit) 585,399  (616,521)
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit) $ 901,477  $ 290,120 
    
The accompanying notes are an integral part of these condensed consolidated financial statements.
6


ChargePoint Holdings, Inc.
Condensed Consolidated Statements of Operations
(unaudited)
Three Months Ended
October 31,
Nine Months Ended
October 31,
2021 2020 2021 2020
(in thousands, except share and per share data) (in thousands, except share and per share data)
Revenue
Networked charging systems $ 47,511  $ 22,566  $ 115,185  $ 63,591 
Subscriptions 13,397  10,782  36,303  29,597 
Other 4,126  3,017  10,177  10,910 
Total revenue 65,034  36,365  161,665  104,098 
Cost of revenue
Networked charging systems 38,720  22,382  97,846  61,406 
Subscriptions 7,637  5,322  21,107  14,547 
Other 2,621  1,408  6,662  4,100 
Total cost of revenue 48,978  29,112  125,615  80,053 
Gross profit 16,056  7,253  36,050  24,045 
Operating expenses
Research and development 36,751  18,919  102,535  54,071 
Sales and marketing 24,361  12,134  62,258  37,301 
General and administrative 20,268  8,790  57,467  18,345 
Total operating expenses 81,380  39,843  222,260  109,717 
Loss from operations (65,324) (32,590) (186,210) (85,672)
Interest income 25  18  72  298 
Interest expense (3) (815) (1,502) (2,443)
Change in fair value of redeemable convertible preferred stock warrant liability —  (7,320) 9,237  (18,301)
Change in fair value of common stock warrant liabilities (2,429) —  30,911  — 
Change in fair value of contingent earnout liability —  —  84,420  — 
Transaction costs expensed —  —  (7,031) — 
Other (expense) income, net (2,025) (85) (2,200) 46 
Net loss before income taxes (69,756) (40,792) (72,303) (106,072)
Provision for (benefit from) income taxes (314) 98  (211) 203 
Net loss $ (69,442) $ (40,890) $ (72,092) $ (106,275)
Accretion of beneficial conversion feature of redeemable convertible preferred stock —  (1,752) —  (60,377)
Cumulative dividends on redeemable convertible preferred stock —  (3,960) (4,292) (3,960)
Deemed dividends attributable to vested option holders —  —  (51,855) — 
Deemed dividends attributable to common stock warrant holders —  —  (110,635) — 
Net loss attributable to common stockholders - Basic $ (69,442) $ (46,602) $ (238,874) $ (170,612)
Gain attributable to earnout shares issued —  —  (84,420) — 
Change in fair value of dilutive warrants —  —  (51,106) — 
Net loss attributable to common stockholders - Diluted $ (69,442) $ (46,602) $ (374,400) $ (170,612)
Weighted average shares outstanding - Basic 325,034,920  14,990,866  286,025,483  13,550,552 
Weighted average shares outstanding - Diluted 325,034,920  14,990,866  292,575,318  13,550,552 
Net loss per share - Basic $ (0.21) $ (3.11) $ (0.84) $ (12.59)
Net loss per share - Diluted $ (0.21) $ (3.11) $ (1.28) $ (12.59)
The accompanying notes are an integral part of these condensed consolidated financial statements.
7


ChargePoint Holdings, Inc.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(unaudited)
Three Months Ended
October 31,
Nine Months Ended
October 31,
2021 2020 2021 2020
(in thousands) (in thousands)
Net loss $ (69,442) $ (40,890) $ (72,092) $ (106,275)
Other comprehensive income (loss):
Foreign currency translation adjustment (526) (22) (531) 14 
Unrealized loss on short-term investments, net of tax —  —  —  (23)
Other comprehensive (loss) income (526) (22) (531) (9)
Comprehensive loss $ (69,968) $ (40,912) $ (72,623) $ (106,284)

The accompanying notes are an integral part of these condensed consolidated financial statements.
8


ChargePoint Holdings, Inc.
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)
(unaudited)

Redeemable Convertible Preferred Stock Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ (Deficit) Equity
 
Shares(1)
Amount
Shares(1)
Amount
  (in thousands, except share data)
Balances as of January 31, 2021 182,934,257  $ 615,697  22,961,032  $ $ 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 
Reclassification of Legacy ChargePoint preferred stock warrant liability upon the reverse recapitalization —  —  —  —  66,606  —  —  66,606 
Issuance of common stock upon the reverse recapitalization, net of issuance costs —  —  60,746,989  200,460  —  —  200,466 
Issuance of common stock upon exercise of warrants —  —  9,766,774  225,375  —  —  225,376 
Contingent earnout liability recognized upon the closing of the reverse recapitalization
—  —  —  —  (828,180) —  —  (828,180)
Issuance of earnout shares upon triggering events, net of tax withholding
—  —  17,539,657  488,303  —  —  488,305 
Reclassification of remaining contingent earnout liability upon triggering event
—  —  —  —  242,640  —  —  242,640 
Vesting of early exercised stock options —  —  —  —  78  —  —  78 
Repurchase of early exercised common stock —  —  (1,588) —  —  —  —  — 
Stock-based compensation —  —  —  —  7,577  —  —  7,577 
Net income —  —  —  —  —  —  82,289  82,289 
Other comprehensive income —  —  —  —  —  — 
Balances as of April 30, 2021 —  $ —  305,073,200  $ 31  $ 1,081,272  $ 162  $ (597,125) $ 484,340 
Issuance of common stock upon release of restricted stock units —  —  652,901  —  —  —  —  — 
Issuance of common stock upon exercise of warrants —  —  4,378,568  —  113,608  —  —  113,608 
Issuance of common stock upon exercise of vested stock options —  —  3,292,219  —  1,761  —  —  1,761 
Issuance of earnout shares upon triggering events, net of tax withholding —  —  8,773,596  (8,081) —  —  (8,080)
Vesting of early exercised stock options —  —  —  —  40  —  —  40 
Stock-based compensation —  —  —  —  28,293  —  —  28,293 
Net loss —  —  —  —  —  —  (84,938) (84,938)
Other comprehensive loss —  —  —  —  —  (12) —  (12)
Balances as of July 31, 2021 —  $ —  322,170,484  $ 32  $ 1,216,893  $ 150  $ (682,063) $ 535,012 
Issuance of common stock under stock plans, net of tax withholding —  —  1,741,713  —  976  —  —  976 
Issuance of common stock upon exercise of warrants —  —  1,379,800  —  1,264  —  —  1,264 
Issuance of common stock pursuant to business combinations —  —  5,695,176  102,057  —  —  102,058 
Vesting of early exercised stock options —  —  —  —  35  —  —  35 
Stock-based compensation —  —  —  —  16,022  —  —  16,022 
Other comprehensive loss —  —  —  —  —  (526) —  (526)
Net loss —  —  —  —  —  —  (69,442) (69,442)
Balances as of October 31, 2021   $   330,987,173  $ 33  $ 1,337,247  $ (376) $ (751,505) $ 585,399 
9


Redeemable Convertible Preferred Stock Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Deficit
 
Shares(1)
Amount
Shares(1)
Amount
    (in thousands, except share data)
Balances as of January 31, 2020 160,583,203  $ 520,241  11,918,418  $ $ 20,331  $ 37  (482,390) $ (462,021)
Issuance of common stock upon exercise of vested stock options —  —  1,071,203  —  436  —  —  436 
Vesting of early exercised stock options —  —  —  —  10  —  —  10 
Stock-based compensation —  —  —  —  910  —  —  910 
Net loss —  —  —  —  —  —  (30,098) (30,098)
Other comprehensive loss —  —  —  —  —  (56) —  (56)
Balances as of April 30, 2020 160,583,203  $ 520,241  12,989,621  $ $ 21,687  $ (19) $ (512,488) $ (490,819)
Issuance of redeemable convertible preferred stock and common warrants, net of issuance costs 21,783,334  92,433  —  —  —  —  —  — 
Issuance of common stock warrants in connection with Series H-1 redeemable convertible preferred stock —  —  —  —  31,390  —  —  31,390 
Beneficial conversion feature in connection with Series H-1 redeemable preferred stock —  (58,625) —  —  58,625  —  —  58,625 
Accretion of beneficial conversion feature in connection with Series H-1 redeemable preferred stock —  58,625  —  —  (58,625) —  —  (58,625)
Issuance of common stock upon exercise of vested stock options —  —  1,523,641  —  1,095  —  —  1,095 
Issuance of common stock related to early exercise of stock options —  —  66,440  —  —  —  —  — 
Vesting of early exercised stock options —  —  —  —  —  — 
Stock-based compensation —  —  —  —  1,190  —  —  1,190 
Net loss —  —  —  —  —  —  (35,287) (35,287)
Other comprehensive income —  —  —  —  —  69  —  69 
Balances as of July 31, 2020 182,366,537  $ 612,674  14,579,702  $ $ 55,363  $ 50  $ (547,775) $ (492,361)
Redeemable convertible preferred stock and common warrants 567,720  3,081  —  —  —  —  —  — 
Fair Value of warrants issued in connection with series H-1 convertible preferred Stock —  —  —  —  155  —  —  155 
Beneficial conversion feature Series H-1 preferred warrants —  (1,752) —  —  1,752  —  —  1,752 
Accretion of beneficial conversion feature Series H-1 warrant —  1,752  —  —  (1,752) —  —  (1,752)
Issuance of common stock upon exercise of vested stock options —  —  1,240,498  889  —  —  890 
Issuance of common stock related to early exercise of stock options —  —  34,100  —  —  —  —  — 
Vesting of early exercised stock options —  —  —  —  —  — 
Stock-based compensation —  —  —  —  1,207  —  —  1,207 
Foreign currency translation adjustment —  —  —  —  —  (22) —  (22)
Net loss —  —  —  —  —  —  (40,890) (40,890)
Balances as of October 31, 2020 182,934,257  $ 615,755  15,854,300  $ 2  $ 57,618  $ 28  $ (588,665) $ (531,017)

(1)The shares of the Company’s common and redeemable convertible preferred stock prior to the Merger (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 0.9966 established in the Merger as described in Note 3.

The accompanying notes are an integral part of these condensed consolidated financial statements.
10


ChargePoint Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
Nine Months Ended
October 31,
2021 2020
(in thousands)
Cash flows from operating activities
Net loss $ (72,092) $ (106,275)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 10,158  7,463 
Non-cash operating lease cost 3,066  2,865 
Stock-based compensation 51,893  3,308 
Amortization of deferred contract acquisition costs 1,291  858 
Deferred tax benefit (370) — 
Change in fair value of redeemable convertible preferred stock warrant liability (9,237) 18,301 
Change in fair value of common stock warrant liabilities (30,911) — 
Change in fair value of contingent earnout liability (84,420) — 
Transaction costs expensed 7,031  — 
Other 2,203  1,043 
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable, net (26,579) 10,053 
Inventories 3,498  (5,975)
Prepaid expenses and other assets (18,879) (8,388)
Operating lease liabilities (2,193) (2,431)
Accounts payable 10,633  (2,397)
Accrued and other liabilities 16,110  1,569 
Deferred revenue 29,715  9,085 
Net cash used in operating activities (109,083) (70,921)
Cash flows from investing activities
Purchases of property and equipment (12,064) (8,913)
Maturities of investments —  47,014 
Cash paid for acquisitions, net of cash acquired (205,329) — 
Net cash (used in) provided by investing activities (217,393) 38,101 
Cash flows from financing activities
Proceeds from issuance of redeemable convertible preferred stock —  95,514 
Proceeds from issuance of common stock warrants —  31,545 
Proceeds from the exercise of warrants 118,845  — 
Merger and PIPE financing 511,646  — 
Payment of deferred transaction costs —  (513)
Payments of transaction costs related to Merger (32,468) — 
Payment of tax withholding obligations on settlement of earnout shares (20,895) — 
Repayment of borrowings (36,051) — 
Proceeds from exercises of vested and unvested stock options 4,214  2,201 
Change in driver funds and amounts due to customers 1,933  — 
Net cash provided by financing activities 547,224  128,747 
Effect of exchange rate changes on cash, cash equivalents, and restricted cash (748) 13 
Net increase in cash, cash equivalents, and restricted cash 220,000  95,940 
Cash, cash equivalents, and restricted cash at beginning of period 145,891  73,153 
Cash, cash equivalents, and restricted cash at end of period $ 365,891  $ 169,093 
11


ChargePoint Holdings, Inc.
Condensed Consolidated Statements of Cash Flows - (continued)
Nine Months Ended October 31, 2021 and 2020
(unaudited)

Nine Months Ended
October 31,
2021 2020
(in thousands)
Supplementary cash flow information
Cash paid for interest $ 346  $ 2,120 
Cash paid for taxes $ 119  $ 145 
Supplementary cash flow information on noncash investing and financing activities
Accretion of beneficial conversion feature of redeemable convertible preferred stock $ —  $ 60,377 
Right-of-use assets obtained in exchange for lease liabilities $ 4,737  $ 14,212 
Deferred transaction costs not yet paid $ —  $ 3,385 
Acquisitions of property and equipment included in accounts payable and accrued and other current liabilities $ 1,939  $ 914 
Vesting of early exercised stock options $ —  $ 15 
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization $ 615,697  $ — 
Reclassification of Legacy ChargePoint redeemable convertible preferred stock warrant liability upon the reverse capitalization $ 66,606  $ — 
Contingent earnout liability recognized upon the closing of the reverse recapitalization
$ 828,180  $ — 
Reclassification of remaining contingent earnout liability upon triggering event
$ 242,640  $ — 
Issuance of common stock in connection with acquisitions $ 102,057  $ — 

The accompanying notes are an integral part of these condensed consolidated financial statements.
12


ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

1.Description of Business and Basis of Presentation
ChargePoint Holdings, Inc. (“ChargePoint” or the “Company,” “it,” “its”) designs, develops and markets networked electric vehicle (“EV”) charging system infrastructure (“Networked Charging Systems”) and cloud-based services which enable consumers the ability to locate, reserve and authenticate Networked Charging Systems, and to transact EV charging sessions on those systems (“Cloud” or “Cloud Services”). As part of ChargePoint’s Networked Charging Systems, subscriptions and other offerings, it provides an open platform that integrates with system hardware from ChargePoint and other manufacturers, connecting systems over an intelligent network that provides real-time information about charging sessions and full control, support and management of the Networked Charging Systems. This network also provides multiple web-based portals for charging system owners, fleet managers, drivers and utilities.
In addition, the Company offers a range of extended parts and labor warranty (“Assure”) that includes proactive monitoring, fast response times, expert advice and robust reporting. The Company’s ChargePoint as a Service (“CPaaS”) program bundles use of ChargePoint owned and operated systems with Cloud Services, Assure and other benefits into one subscription.
The Company’s fiscal year ends on January 31. References to fiscal year 2021 relate to the fiscal year ended January 31, 2021 and to fiscal year 2022 refer to the fiscal year ending January 31, 2022.
Basis of Presentation
The condensed consolidated financial statements and accompanying notes are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting. The Company’s condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended January 31, 2021, and the related notes included in the Company’s registration statement on Form S-1 filed with the SEC on October 14, 2021, which provides a more complete discussion of the Company’s accounting policies and certain other information. The information as of January 31, 2021, included on the condensed consolidated balance sheets was derived from the Company’s audited consolidated financial statements. The condensed consolidated financial statements were prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for a fair statement of the Company’s financial position as of October 31, 2021, and the results of operations for the three and nine months ended October 31, 2021 and 2020, and cash flows for the nine months ended October 31, 2021 and 2020. The results of operations for the three and nine months ended October 31, 2021, are not necessarily indicative of the results that may be expected for the year ending January 31, 2022.
The Company’s condensed consolidated financial statements have been prepared on the basis of continuity of operations, the realization of assets, and the satisfaction of liabilities in the ordinary course of business. Since inception, the Company has been engaged in developing its product offerings, raising capital and recruiting personnel. 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 to pursue merger or acquisition strategies, all of which could adversely affect the holdings or the rights of the Company’s stockholders. 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 October 31, 2021, the Company had an accumulated deficit of $751.5 million.
The Company has funded its operations primarily with proceeds from the issuance of redeemable convertible preferred stock, exercise proceeds from options and warrants, borrowings under loan facilities, customer payments and proceeds from the Reverse Recapitalization (as defined below). The Company had cash, cash equivalents and restricted cash of $365.9 million as of October 31, 2021. As of December 15, 2021, the date on which these condensed consolidated financial statements were
13


ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
available to be 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.
The Company’s assessment of the period of time through which 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, its business, operating results and financial condition would be adversely affected.
On February 26, 2021 (“Closing Date”), Switchback Energy Acquisition Corporation (“Switchback”) consummated the previously announced transactions pursuant to which Lightning Merger Sub Inc., a wholly-owned subsidiary of Switchback incorporated in the State of Delaware (“Lightning Merger Sub”), merged with ChargePoint, Inc., a Delaware corporation (“Legacy ChargePoint”); Legacy ChargePoint survived as a wholly-owned subsidiary of Switchback (“such transaction, the “Merger,” and, collectively with the other transactions described in the Merger Agreement (as defined below), the “Reverse Recapitalization”). Further as a result of the Merger, Switchback was renamed “ChargePoint Holdings, Inc.”
Please refer to Note 3 “Reverse Recapitalization and Business Combinations” for further details of the Merger.

2.Summary of Significant Accounting Policies
Other than policies noted below, there have been no significant changes to the significant accounting policies disclosed in Note 2 of the audited consolidated financial statements as of January 31, 2021 and 2020 and for the years ended January 31, 2021, 2020, and 2019.
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 nine months ended October 31, 2021, 10,226,081 Public Warrants and 4,349,342 Private Placement Warrants were exercised and the remaining 244,481 Public Warrants outstanding as of July 6, 2021, were redeemed for cash. The Public Warrants, prior to their redemption, were publicly traded and were exercisable for cash unless certain conditions occurred, such as the redemption by the Company under certain conditions, at which time the warrants could be cashlessly exercised, or the Company’s failure to have an effective registration statement related to the shares issuable upon exercise. The Private Placement Warrants are not redeemable for cash so long as they are held by the initial purchasers or their permitted transferees but may be redeemable for Common Stock if certain other conditions are met. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
14


ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The Company evaluated the Common Stock Warrants and concluded that they do not meet the criteria to be classified within stockholders’ equity. The agreement governing the Common Stock Warrants includes a provision (“Replacement of Securities Upon Reorganization”), the application of which could result in a different settlement value for the Common Stock Warrants depending on their holder. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Company’s ordinary shares, the Private Placement Warrants are not considered to be “indexed to the Company’s own stock.” In addition, the provision provides that in the event of a tender or exchange offer accepted by holders of more than 50% of the outstanding shares of the Company’s ordinary shares, all holders of the Common Stock Warrants (both the Public Warrants and the Private Placement Warrants) would be entitled to receive cash for all of their Common Stock Warrants. Specifically, in the event of a qualifying cash tender offer (which could be outside of the Company’s control), all Common Stock Warrant holders would be entitled to cash, while only certain of the holders of the Company’s ordinary shares may be entitled to cash. These provisions preclude the Company from classifying the Common Stock Warrants in stockholders’ equity. As the Common Stock Warrants meet the definition of a derivative, the Company recorded these warrants as liabilities on the consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the condensed consolidated statements of operations and comprehensive loss at each reporting date.
Contingent Earnout Liability
In connection with the Reverse Recapitalization and pursuant to the Merger Agreement and Plan of Merger dated as of September 23, 2020, by and among the Company, Lightning Merger Sub Inc., and Switchback (“Merger Agreement”), eligible ChargePoint equity holders were entitled to receive as additional merger consideration shares of the Company’s Common Stock upon the Company achieving certain Earnout Triggering Events (as described in the Merger Agreement and Note 9). 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 condensed 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 9) prioritizing the most reliable information available. The assumptions utilized in the calculation were based on the achievement of certain stock price milestones, including the current Company Common Stock price, expected volatility, risk-free rate, expected term and dividend rate.
Until its settlement, the contingent earnout liability was categorized as a Level 3 fair value measurement (see Fair Value of Financial Instruments accounting policy as described above) because the Company estimated projections during the Earnout Period utilizing unobservable inputs. Contingent earnout payments involve certain assumptions requiring significant judgment and actual results can differ from assumed and estimated amounts.
Use of Estimates
The preparation of the accompanying condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results and outcomes could differ significantly from the Company’s estimates, judgments and assumptions. Significant estimates include determining standalone selling price for performance obligations in contracts with customers, the estimated expected benefit period for deferred contract acquisition costs, allowances for doubtful accounts, inventory reserves, the useful lives of long-lived assets, the determination of the incremental borrowing rate used for operating lease liabilities, the valuation of redeemable convertible preferred stock warrants and Common Stock warrants, including Common Stock Warrants as a result of the Merger, contingent earnout liability, valuation of acquired goodwill and intangible assets, the value of Common Stock and other assumptions used to measure stock-based compensation, and the valuation of deferred income tax assets and uncertain tax positions. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions.
15


ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Concentration of Credit Risk and Other Risks and Uncertainties
Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents and accounts receivable. Cash and cash equivalents are held in domestic and foreign cash accounts with large, creditworthy financial institutions. The Company has not experienced any losses on its deposits of cash and cash equivalents through deposits with federally insured commercial banks. At times cash deposit balances may be in excess of federal insurance limits.
Accounts receivable are stated at the amount the Company expects to collect. The Company generally does not require collateral or other security in support of accounts receivable. To reduce credit risk, management performs ongoing credit evaluations of its customers’ financial condition.
Concentration of credit risk with respect to trade accounts receivable is considered to be limited due to the diversity of the Company’s customer base and geographic sales areas. As of October 31, 2021, and January 31, 2021, one customer individually accounted for 12% and 16% of accounts receivable, net, respectively. For the nine months ended October 31, 2021 and 2020, there were no customers that represented 10% or more of total revenue.
The Company’s revenue is concentrated in the infrastructure needed for charging EVs, an industry which is highly competitive and rapidly changing. Significant technological changes within the industry or customer requirements, or the emergence of competitive products with new capabilities or technologies, could adversely affect the Company’s business, operating results and financial condition.
Impact of COVID-19
In March 2020, the World Health Organization characterized COVID-19 as a pandemic. The impact of COVID-19, including changes in consumer and business behavior, pandemic fears and market downturns, and restrictions on business and individual activities, has created significant volatility in the global economy and led to reduced economic activity. The spread of COVID-19 has disrupted ChargePoint’s supply chain and heightened its freight and logistic costs, and has similarly disrupted manufacturing, delivery and overall supply chain of vehicle manufacturers and suppliers, which has led to fluctuations in EV sales around the world.
As a result of the COVID-19 pandemic, ChargePoint has modified its business practices (including reducing employee travel, recommending that all non-essential personnel work from home and cancelling or reducing physical participation in sales activities, meetings, events and conferences), implemented additional safety protocols for essential workers, and implemented temporary cost cutting measures in order to reduce its operating costs. The Company may take further actions as may be required by government authorities or that it determines are in the best interests of its employees, customers, suppliers, vendors and business partners.
While the ultimate duration and extent of the COVID-19 pandemic depends on current and future developments that cannot be accurately predicted, such as the extent and effectiveness of containment actions and vaccinations, it has already had an adverse effect on the global economy, and the ultimate full societal and economic impact of the COVID-19 pandemic remains unknown. The effect of the COVID-19 pandemic can also vary over time and across the geographies in which ChargePoint operates. For example, variations in work-from-home policies can cause fluctuations in ChargePoint’s revenues, and the Company believes that since people are not yet fully returning to work office locations, it has not yet seen the full return of commercial customer demand for its products. The conditions caused by the COVID-19 pandemic, such as more permanent work-from-home policies, are likely to continue affecting the rate of global infrastructure spending, and thus to continue to adversely impact ChargePoint’s commercial business and its overall gross margins as the Company’s commercial business presently contributes higher margins than its residential and fleet businesses. Further, the COVID-19 pandemic could continue to heighten supply chain pricing and logistics expenses, further adversely impacting ChargePoint’s gross margins, and could adversely affect demand for ChargePoint’s platforms, lengthen its product development and sales cycles, reduce the value, renewal rate or duration of subscriptions, negatively impact collections of accounts receivable, reduce expected spending from new customers, cause some of its paying customers to go out of business and limit the ability of its direct sales force to travel to customers and potential customers, all of which could adversely affect the Company’s business, results of operations and financial condition.
16


ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Segment Reporting
The Company operates as one operating segment because its Chief Executive Officer, as the Company’s chief operating decision maker, reviews its financial information on a consolidated basis for purposes of making decisions regarding allocating resources and assessing performance.
Fair Value of Financial Instruments
Fair value is defined as an exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Assets and liabilities measured at fair value are classified into the following categories based on the inputs used to measure fair value:
(Level 1) — Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;
(Level 2) — Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly; and
(Level 3) — Inputs that are unobservable for the asset or liability.
The Company classifies financial instruments in Level 3 of the fair value hierarchy when there is reliance on at least one significant unobservable input to the valuation model. In addition to these unobservable inputs, the valuation models for Level 3 financial instruments typically also rely on a number of inputs that are readily observable, either directly or indirectly. The Company’s assessment of a particular input to the fair value measurement requires management to make judgments and consider factors specific to the asset or liability. The fair value hierarchy requires the use of observable market data when available in determining fair value. The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each period. There were no transfers between levels during the periods presented. The Company had no material non-financial assets valued on a non-recurring basis that resulted in an impairment in any period presented.
The carrying values of the Company’s cash equivalents, accounts receivable, net, accounts payable, and accrued and other current liabilities approximate fair value based on the highly liquid, short-term nature of these instruments.
Remaining Performance Obligations
Remaining performance obligations represents the amount of contracted future revenue not yet recognized as the amounts relate to undelivered performance obligations, including both deferred revenue and non-cancellable contracted amounts that will be invoiced and recognized as revenue in future periods. The Company’s Assure, Cloud and CPaaS subscription terms typically range from one to five years and are paid up-front. Revenue expected to be recognized from remaining performance obligations was $132.8 million as of October 31, 2021, of which 47% is expected to be recognized over the next twelve months.
Deferred Revenue
Deferred revenue represents billings or payments received in advance of revenue recognition and is recognized in revenue upon transfer of control. Balances consist primarily of Cloud and Assure services not yet rendered as of the balance sheet date. Contract assets, which represent services provided or products transferred to customers in advance of the date the Company has a right to invoice, are netted against deferred revenue on a customer-by-customer basis. Current deferred revenue represents deferred revenue that will be recognized within twelve months, and non-current is deferred revenue that will be recognized beyond that twelve-month period. Total deferred revenue was $121.2 million and $89.8 million as of October 31, 2021 and January 31, 2021, respectively. The Company recognized $9.2 million and $7.5 million of revenue during the three months ended October 31, 2021 and October 31, 2020, and $31.8 million and $24.9 million of revenue during the nine months ended October 31, 2021 and October 31, 2020, respectively, that was included in the deferred revenue balance at the beginning of the period.
17


ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Business Combinations
The Company accounts for its acquisitions under ASC 805, Business Combinations. The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired, based on their estimated fair values. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain identifiable assets include, but are not limited to, expected long-term market growth, future expected cost of revenue and operating expenses, and appropriate discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Acquisition costs, such as legal and consulting fees, are expensed as incurred. During the measurement period, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statement of operations. The acquired intangible assets and goodwill are subject to impairment review at least annually on December 31. See Note 3 for additional information regarding the Company’s acquisitions.
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes (“ASC 740”). Deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the financial reporting and tax bases of assets and liabilities. Deferred tax assets and liabilities are measured by applying enacted statutory tax rates applicable to the future years in which deferred tax assets or liabilities are expected to be settled or realized. Valuation allowances, if management deems them necessary, are established to reduce deferred tax assets to the amount that more likely than not will be realized and primarily relate to the ability to utilize losses in various tax jurisdictions.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be “more likely than not” to be sustained upon examination by taxing authorities. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax position liabilities for any of the reporting periods presented.
Accounting Pronouncements
The Company can adopt new or revised accounting guidance as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as non-public business entities, including early adoption when permissible. With the exception of standards the Company elected to early adopt when permissible, the Company has elected to adopt new or revised accounting guidance within the same time period as non-public business entities, as indicated below. Based on the Company’s public float as of July 31, 2021, it will become a large accelerated filer, and lose emerging growth company status, as of January 31, 2022. As of January 31, 2022, the Company will be required to adopt new or revised accounting standards when they are applicable to public companies that are not emerging growth companies.
Recently Issued Accounting Standards
In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and has since released various amendments including ASU No. 2019-04. The guidance modifies the measurement of expected credit losses on certain financial instruments. The Company will become a large accelerated filer effective January 31, 2022, at which point the Company will follow the timeline for adoption of new accounting pronouncements for public companies. As a result, the Company will adopt ASU 2016-13 for the January 31, 2022 annual period, with a modified retrospective application to all outstanding instruments and a cumulative effect adjustment recorded to opening retained earnings as of February 1, 2021, and is currently assessing the impact the guidance will have on its condensed consolidated financial statements.
18


ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as the elimination of exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, the recognition of deferred tax liabilities for outside basis differences, ownership changes in investments, and tax basis step-up in goodwill obtained in a transaction that is not a business combination. The guidance will be effective for annual reporting periods beginning after December 15, 2020, including interim periods therein. As a result, the Company will adopt ASU 2019-12 for the January 31, 2022 annual period and is currently assessing the impact the guidance will have on its condensed consolidated financial statements but does not expect a material impact.
In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), which modifies and simplifies accounting for convertible instruments. The new guidance eliminates certain separation models that require separating embedded conversion features from convertible instruments. The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation. The guidance will be effective for annual reporting periods beginning after December 15, 2020. As a result, the Company will adopt ASU 2020-06 for the January 31, 2022 annual period and is currently assessing the impact the guidance will have on its condensed consolidated financial statements.
Recently Issued Accounting Standards Adopted
In October 2021, the FASB issued ASU No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”), which requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers. The guidance will be effective for annual reporting periods beginning after December 15, 2022, including interim periods therein. Early adoption is permitted, including in an interim period for which the financial statements have not been issued. If early adopting in an interim period, the Company is required to apply the amendments to all prior business combinations that have occurred since the beginning of the fiscal year that includes the interim period of application. As a result, the Company adopted ASU 2021-08 effective as of October 31, 2021, retroactively applying the new guidance for all business combinations that occurred since February 1, 2021. The adoption of ASU 2021-08 did not have a material impact on the Company’s condensed consolidated financial statements.
3.Reverse Recapitalization and Business Combinations
Reverse Recapitalization
On February 26, 2021, Lightning Merger Sub, a wholly-owned subsidiary of Switchback, merged with Legacy ChargePoint, with Legacy ChargePoint surviving as a wholly-owned subsidiary of Switchback. As a result of the Merger, Switchback was renamed “ChargePoint Holdings, Inc.” Immediately prior to the closing of the Merger:
all 22,427,306 shares of Legacy ChargePoint’s outstanding Series H-1 redeemable convertible preferred stock were converted into an equivalent number of shares of Legacy ChargePoint common stock on a one-to-one basis and an additional 1,026,084 shares of Common Stock were issued to settle the accumulated dividend to the Series H-1 redeemable convertible preferred stockholders of $21.1 million;
all 160,925,957 shares of Legacy ChargePoint’s outstanding Series H, Series G, Series F, Series E, and Series D redeemable convertible preferred stock were converted into an equivalent number of shares of Legacy ChargePoint common stock on a one-to-one basis;
all 45,376 shares of Legacy ChargePoint’s outstanding Series C redeemable convertible preferred stock were converted into an equivalent number of shares of Legacy ChargePoint common stock on a 1:73.4403 basis;
all 130,590 shares of Legacy ChargePoint’s outstanding Series B redeemable convertible preferred stock were converted into an equivalent number of shares of Legacy ChargePoint common stock on a 1:42.9220 basis; and
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.
19


ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
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:
Shares
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.
20


ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The Merger is accounted for as a reverse recapitalization under U.S. GAAP. 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.
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 condensed consolidated statements of operations.
Acquisitions
The Company acquired two companies in its third fiscal quarter ended October 31, 2021. The allocation of the purchase price consideration for each acquisition is preliminary and subject to revision as additional information about the fair value of assets and liabilities becomes available. Additional information that existed as of the respective acquisition dates, but at the time was unknown, may become known to the Company during the remainder of the remeasurement period, which is a period not to exceed 12 months from the respective acquisition dates. As of October 31, 2021, the Company continued to review the detailed valuation analyses to derive the fair value of assets acquired and liabilities assumed from the acquisitions, including developed technology, customer relationships and the related tax impacts; therefore, the purchase price allocations are based on provisional estimates and subject to continuing management analysis.
Acquisition of ViriCiti B.V.
On August 11, 2021, the Company acquired all of the outstanding shares of ViriCiti B.V. (“ViriCiti”) for $79.4 million in cash, subject to adjustments, as well as up to $7.7 million of additional earnout consideration contingent on meeting certain revenue targets through January 31, 2023 (“ViriCiti Earnout”). ViriCiti is a Netherlands-based provider of electrification solutions for eBus and commercial fleets with offices in the Netherlands and the United States. The acquisition is expected to enhance ChargePoint’s fleet solutions portfolio of hardware, software and services by integrating information sources to optimize electric fleet operations.
The acquisition of ViriCiti was considered a business combination and was accounted for under the acquisition method of accounting. The total purchase price was allocated to the net tangible and intangible assets acquired and liabilities assumed based on their respective fair values on the acquisition date and the excess was recorded as goodwill. The ViriCiti Earnout liability was valued using a Monte Carlo simulation valuation model using a distribution of potential outcomes over the earnout period based on the most reliable information available. Assumptions used in the valuation are a risk-free interest rate of 0.8%, volatility of 34% and the currently forecasted applicable revenue. The liability will be remeasured to fair value based upon the attainment against the revenue targets and changes in the fair value of earnout liabilities will be presented in the condensed consolidated statements of operations.
The Company incurred acquisition-related expenses of $2.2 million, which were recorded as general and administrative expenses in the consolidated statement of operations.

21


ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The following table summarized the preliminary purchase consideration (in thousands):
Amount
Cash consideration $ 79,415 
ViriCiti Earnout consideration (1) 3,908 
Total purchase consideration $ 83,323 
_______________
(1) Values are translated into U.S. Dollars at period-end foreign exchange rates.

The preliminary assets acquired and liabilities assumed in connection with the acquisition were recorded at their fair value at the acquisition date as follows (in thousands):

Amount
Cash and cash equivalents $ 623 
Accounts receivable, net 1,248 
Other assets 3,215 
Customer relationships 17,683 
Developed technology 6,558 
Goodwill 62,703 
Deferred tax liabilities, net (3,378)
Other liabilities (5,329)
Total acquired assets and assumed liabilities $ 83,323 
The results of operations of ViriCiti are included in the accompanying consolidated statements of operations from the date of acquisition. ViriCiti’s results of operations since the date of acquisition were not material to the Company’s consolidated results of operations.
Acquisition of has•to•be gmbh
On October 6, 2021, the Company acquired all of the outstanding shares of has•to•be gmbh (“has.to.be” or “HTB”) for approximately $232.2 million, consisting of $130.1 million in cash, subject to further adjustments based on certain working capital positions 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 these shares, 885,692, 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 Company incurred acquisition-related expenses of $2.6 million, which were recorded as general and administrative expenses in the consolidated statement of operations.
The following table summarized the preliminary purchase consideration (in thousands):
Amount
Cash consideration $ 130,134 
Common Stock consideration 102,057 
Total purchase consideration $ 232,191 

22


ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The preliminary assets acquired and liabilities assumed in connection with the acquisition were recorded at their fair value at the acquisition date as follows (in thousands):

Amount
Cash and cash equivalents $ 3,663 
Accounts receivable, net 3,764 
Other assets 4,259 
Customer relationships 103,072 
Technology 16,621 
Goodwill 136,638 
Other liabilities (10,509)
Deferred tax liability, net (25,317)
Total acquired assets and assumed liabilities $ 232,191 

Supplemental Pro Forma Information
The following unaudited pro forma financial information summarizes the combined results of operations for the Company and HTB as if the companies were combined as of February 1, 2020 (in thousands):
Three Months Ended October 31, Nine Months Ended October 31,
2021 2020 2021 2020
Revenue $ 66,571  $ 38,176  $ 168,736  $ 109,251 
Net Loss $ (70,559) $ (44,807) $ (80,708) $ (119,334)
The unaudited pro forma information above include the following adjustments to net loss in the pro forma periods presented (in thousands):
Three Months Ended October 31, Nine Months Ended October 31,
2021 2020 2021 2020
An increase in amortization expense $ (2,402) $ (3,407) $ (9,889) $ (9,694)
An (increase) decrease in expenses related to transaction 2,556  —  2,556  (2,556)
An (increase) decrease in tax provision (38) 852  1,833  3,062 
Overall (increase) decrease in net loss 116  (2,555) (5,500) (9,188)
ChargePoint net loss (69,442) (40,890) (72,092) (106,275)
HTB net loss (1,233) (1,362) (3,116) (3,871)
Pro forma net loss $ (70,559) $ (44,807) $ (80,708) $ (119,334)
The unaudited supplemental pro forma information presented for HTB is for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisitions taken place on the date indicated, or of the Company’s future consolidated results of operations. The supplemental pro forma information presented above has been derived from the Company’s historical consolidated financial statements and from the historical unaudited accounting records of HTB.
Pro forma results of operations for ViriCiti have not been presented because the effect of the acquisition was not material to the condensed consolidated statements of operations.

23


ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Goodwill and Intangible Assets
The following table summarizes the changes in carrying amounts of goodwill (in thousands):
Balance as of January 31, 2021 $ 1,215 
Goodwill acquired with ViriCiti acquisition 62,703 
Goodwill acquired with HTB acquisition 136,638 
Foreign exchange fluctuations 125 
Balance as of October 31, 2021 $ 200,681 
Goodwill from these acquisitions represents the future economic benefits arising from other assets that could not be individually identified and separately recognized, such as the acquired assembled workforce. Goodwill is not deductible for tax purposes.
The following table presents the details of intangible assets (amounts in thousands, useful lives in years):
October 31, 2021
Cost (1) Accumulated Amortization (1) Net (1) Useful Life
ViriCiti
Customer relationships $ 17,683  $ (390) $ 17,293  10
Developed technology 6,558  (241) 6,317  6
HTB
Customer relationships 103,179  (703) 102,476  10
Developed technology 16,638  (185) 16,453  6
$ 144,058  $ (1,519) $ 142,539 
_______________
(1) Values are translated into U.S. Dollars at period-end foreign exchange rates.
The fair value assigned to customer relationships was determined using the income approach and the fair value assigned to developed technology was determined using relief from royalty rate method, based on analysis of royalty rate licensing data of market participants. Amortization expense for customer relationships and developed technology is shown as sales and marketing and cost of revenue, respectively, in the consolidated statement of operations. The acquired intangible assets and goodwill are subject to impairment review at least annually on December 31.
Acquisition-related intangible assets included in the above table are finite-lived and are carried at cost less accumulated amortization. Intangible assets are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized. Amortization expense was $1.5 million for the three and nine months ended October 31, 2021. There was no amortization expense for the three and nine months ended October 31, 2020.
The Company recorded net deferred tax liabilities of $3.4 million on August 11, 2021 and $25.3 million on October 6, 2021, associated with the acquisitions of ViriCiti and HTB, respectively. Deferred tax assets and liabilities are netted and presented in the condensed consolidated balance sheets.
24


ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
4.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 October 31, 2021
Level 1 Level 2 Level 3 Total
(in thousands)
Assets
Money market funds $ 254,714  $ —  $ —  $ 254,714 
Total financial assets $ 254,714  $ —  $ —  $ 254,714 
Liabilities
Common stock warrant liabilities (Private Placement) $ —  $ —  $ 29,282  $ 29,282 
Contingent earnout liability recognized upon acquisition of ViriCiti (ViriCiti Earnout) —  —  3,856  3,856 
Total financial liabilities $ —  $ —  $ 33,138  $ 33,138 

Fair Value Measured as of January 31, 2021
Level 1 Level 2 Level 3 Total
(in thousands)
Assets
Money market funds $ 109,703  $ —  $ —  $ 109,703 
Total financial assets $ 109,703  $ —  $ —  $ 109,703 
Liabilities
Redeemable convertible preferred stock warrant liability $ —  $ —  $ 75,843  $ 75,843 
Total financial liabilities $ —  $ —  $ 75,843  $ 75,843 
The money market funds were classified as cash and cash equivalents on the condensed consolidated balance sheets. 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 October 31, 2021 and January 31, 2021. Realized gains and losses, net of tax, were not material for any of the periods presented.
As of October 31, 2021 and January 31, 2021, the Company had no investments with a contractual maturity of greater than one year.

25


ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
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 and ViriCiti Earnout liability
(in thousands)
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)
Change in fair value included in other income (expense), net 9,237  46,835  84,420 
Reclassification of warrants to stockholders’ equity (deficit) due to exercise —  51,771  — 
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 
Contingent earnout liability recognized upon the acquisition of ViriCiti (ViriCiti Earnout) —  —  (3,856)
Fair value as of October 31, 2021 $ —  $ (29,282) $ (3,856)
Redeemable convertible preferred stock warrant liability, Private Placement Liability and the 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 (Note 9). 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 (see Note 9). In determining the fair value of the earnout liability, the Company used the Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the Earnout Period using the most reliable information available (see Note 9).
ViriCiti Earnout Liability
Refer to Note 3 for the valuation of the ViriCiti Earnout liability.

26


ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
5.Composition of Certain Financial Statement Items
Inventories
Inventories consisted of the following:
October 31,
2021
January 31,
2021
(in thousands)
Raw materials $ 7,489  $ 13,029 
Work-in-progress 199  68 
Finished goods 22,205  20,495 
Total Inventories $ 29,893  $ 33,592 
Property and equipment, net
Property and equipment, net consisted of the following:
October 31,
2021
January 31,
2021
(in thousands)
Furniture and fixtures $ 893  $ 1,594 
Computers and software 5,786  5,384 
Machinery and equipment 14,776  10,605 
Tooling 10,506  7,705 
Leasehold improvements 10,644  9,398 
Owned and operated systems 21,236  17,703 
Construction in progress 3,460  2,462 
67,301  54,851 
Less: Accumulated depreciation (32,575) (24,863)
Total Property and Equipment, Net $ 34,726  $ 29,988 
Depreciation expense for the three months ended October 31, 2021 and 2020 was $3.1 million and $2.8 million, respectively.
Depreciation expense for the nine months ended October 31, 2021 and 2020 was $8.6 million and $7.5 million, respectively.

27


ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Accrued and other current liabilities
Accrued and other current liabilities consisted of the following:

October 31,
2021
January 31,
2021
(in thousands)
Accrued expenses $ 28,673  $ 18,404 
Refundable customer deposits 8,286  6,482 
Taxes payable 9,760  5,213 
Payroll and related expenses 12,917  7,547 
Warranty accruals 3,766  3,000 
Operating lease liabilities, current 3,665  2,393 
Other liabilities 9,406  4,123 
Total Accrued and Other Current Liabilities $ 76,473  $ 47,162 

Revenue
Revenue consisted of the following:

Three Months Ended October 31, Nine Months Ended October 31,
2021 2020 2021 2020
(in thousands) (in thousands)
United States $ 54,561  $ 29,681  $ 139,321  $ 92,319 
Rest of World 10,473  6,684  22,344  11,779 
Total revenue $ 65,034  $ 36,365  $ 161,665  $ 104,098 

6.Debt
In July 2018, the Company entered into a term loan facility with certain lenders (“2018 Loan”) with a borrowing capacity of $45.0 million to finance working capital and repay all outstanding amounts owed under previous loans. The Company borrowed $35.0 million, with issuance costs of $1.1 million and net proceeds of $33.9 million. The 2018 Loan was secured by substantially all of the Company’s assets, contained customary affirmative and negative covenants, and required the Company to maintain minimum cash balances and attain certain customer billing targets. The 2018 Loan had a five-year maturity and interest was calculated at LIBOR plus 6.55%. The 2018 Loan agreement was amended on March 20, 2019, to extend the interest only monthly payments through June 30, 2021, to be followed by equal monthly payments of principal and interest. As of January 31, 2021, the Company was in compliance with all financial and non-financial debt covenants.
Transaction costs upon entering into the 2018 Loan were recorded as debt discount and were amortized over the term of the 2018 Loan.
There was no interest expense incurred during the three months ending October 31, 2021; the interest expense incurred during the three months ended October 31, 2020 was $0.8 million.
Total interest expense incurred during the nine months ended October 31, 2021 and 2020 was $1.5 million and $2.4 million, respectively.
In March 2021, the Company repaid the entire loan balance of $35.0 million plus accrued interest and prepayment fees of $1.2 million.

28


ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

7.Commitments and Contingencies
Purchase Commitments
Open purchase commitments are for the purchase of goods and services related to, but not limited to, manufacturing, facilities and professional services under non-cancellable contracts. As of October 31, 2021, the Company had open purchase commitments for goods and services of $157.8 million, all of which are expected to be received by June 30, 2024.
Legal Proceedings
The Company may be involved in various lawsuits, claims, and proceedings, including intellectual property, commercial, securities, and employment matters that arise in the normal course of business. The Company accrues a liability when management believes information available prior to the issuance of the condensed consolidated financial statements indicates it is probable a loss has been incurred as of the date of the condensed consolidated financial statements and the amount of loss can be reasonably estimated. The Company adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. Legal costs are expensed as incurred.
The Company believes it has recorded adequate provisions for any such lawsuits, claims, and proceedings and, as of October 31, 2021, it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized in the condensed consolidated financial statements. Based on its experience, the Company believes that damage amounts claimed in these matters are not meaningful indicators of potential liability. Given the inherent uncertainties of litigation, the ultimate outcome of the ongoing matters described herein cannot be predicted with certainty. While litigation is inherently unpredictable, the Company believes it has valid defenses with respect to the legal matters pending against it. Nevertheless, the condensed consolidated financial statements could be materially adversely affected in a particular period by the resolution of one or more of these contingencies. Liabilities established to provide for contingencies are adjusted as further information develops, circumstances change, or contingencies are resolved; and such changes are recorded in the accompanying condensed consolidated statements of operations during the period of the change and reflected in accrued and other current liabilities on the accompanying condensed consolidated balance sheets.
Guarantees and Indemnifications
The Company has service level commitments to certain of its customers warranting levels of uptime reliability and performance and permitting those customers to receive credits if the Company fails to meet those levels. To date, the Company has not incurred any material costs as a result of such commitments.
The Company’s arrangements generally include certain provisions for indemnifying customers against liabilities if its products or services infringe a third-party’s intellectual property rights. Additionally, the Company may be required to indemnify for claims caused by its negligence or willful misconduct. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. To date, the Company has not incurred any material costs as a result of such obligations and has not accrued any liabilities related to such obligations in the condensed consolidated financial statements.
The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by them in any action or proceeding to which any of them are, or are threatened to be, made a party by reason of their service as a director or officer. The Company maintains director and officer insurance coverage that would generally enable it to recover a portion of any future amounts paid. The Company also may be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions.
Leases
The Company leases its office facilities under non-cancelable operating leases with various lease terms. The Company also leases certain office equipment under operating lease agreements.
29


ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

The following table presents future payments of lease liabilities under the Company's non-cancelable operating leases as of October 31, 2021 (in thousands):
(in thousands)
2022 (remaining three months) $ 1,680 
2023 6,388 
2024 5,764 
2025 5,328 
2026 4,404 
Thereafter 14,683 
Total undiscounted operating lease payments 38,247 
Less: imputed interest (10,799)
Total operating lease liabilities 27,448 
Less: current portion of operating lease liabilities (3,653)
Operating lease liabilities, noncurrent $ 23,795 

8.Common Stock
On February 26, 2021, the Merger was consummated and the Company issued 60,746,989 shares for an aggregate purchase price of $200.5 million, net of issuance costs of $29.4 million. Immediately following the Merger, there were 277,768,357 shares of Common Stock outstanding with a par value of $0.0001. The holder of each share of Common Stock is entitled to one vote.
The Company has retroactively adjusted the shares issued and outstanding prior to February 26, 2021, to give effect to the Exchange Ratio established in the Merger Agreement to determine the number of shares of Common Stock into which they were converted. Immediately prior to the Merger, 484,951,532 shares were authorized to issue at $0.0001 par value, with 299,771,284 shares designated as Common Stock and 185,180,248 shares of redeemable convertible preferred stock.
Common Stock Reserved for Future Issuance
Shares of Common Stock reserved for future issuance, on an as-if converted basis, were as follows:
October 31,
2021
Stock options issued and outstanding 24,855,043 
Restricted stock units outstanding 3,906,058 
Common stock warrants outstanding 37,756,829 
Shares available for grant under 2021 Equity Incentive Plan 36,436,447 
Shares available for grant under 2021 ESPP 8,177,683 
Total shares of Common Stock reserved 111,132,060 
On February 26, 2021, upon the closing of the Merger (Note 3), all of the outstanding redeemable convertible preferred stock was converted to Common Stock pursuant to the conversion rate effective immediately prior to the Merger, and the remaining amount was reclassified to additional paid-in capital.

30


ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

9.Stock Warrants and Earnout
Redeemable Convertible Preferred Stock Warrants
Warrants to purchase a total of 2,358,528 shares of Series B, D and E redeemable convertible preferred stock were initially recognized as a liability recorded at fair value upon issuance and were subject to remeasurement to fair value at each balance sheet date. As part of the Merger, Legacy ChargePoint redeemable convertible preferred stock was converted into Legacy ChargePoint common stock pursuant to the conversion rate effective immediately prior to the Merger while all related Legacy ChargePoint preferred stock warrants were converted into warrants exercisable for shares of Common Stock with terms consistent with the Legacy ChargePoint preferred stock warrants except for the number of shares exercisable therefor and the exercise price, each of which was adjusted using the Exchange Ratio. At that time, the redeemable convertible preferred stock warrant liability was remeasured and reclassified to additional paid-in capital.
The liability associated with these warrants was subject to remeasurement at each balance sheet date using the Level 3 fair value inputs. See Note 4 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
Expected volatility 84.3  % 80.5  %
Risk-free interest rate 0.0  % 0.1  %
Dividend rate 0.0  % 0.0  %
Expected term (years) 0.0 1.4
Common Stock Warrants
In addition to the warrants to purchase 2,358,528 shares of Legacy ChargePoint preferred stock described above, Legacy ChargePoint had outstanding warrants to purchase 36,402,503 shares of Legacy ChargePoint common stock (collectively, “Legacy Warrants”), which now represent warrants to purchase Common Stock. During the three months ended October 31, 2021, 1,491,243 Legacy Warrants were exercised resulting in the issuance of 1,379,036 shares of Common Stock. During the nine months ended October 31, 2021, 3,176,428 Legacy Warrants were net exercised resulting in the issuance of 2,866,560 shares of Common Stock. During the three and nine months ended October 31, 2021, proceeds received for the exercise of Legacy Warrants were $1.2 million. As of October 31, 2021, there were 35,584,603 Legacy Warrants outstanding which are classified as equity.
Private Placement Warrants
The Private Placement Warrants were initially recognized as a liability on February 26, 2021, at a fair value of $127.9 million and the Private Placement Warrant liability was remeasured to fair value as of any respective exercise dates and as of October 31, 2021. The Company recorded a gain (loss) of $(2.4) million and $30.9 million for the three and nine months ended October 31, 2021, respectively, classified within change in fair value of warrant liabilities in the condensed consolidated statements of operations. As of October 31, 2021, there were 2,172,226 Private Placement Warrants outstanding.
31


ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

The Private Placement Warrants were valued using the following assumptions under the BLM that assumes optimal exercise of the Company’s redemption option at the earliest possible date:
October 31,
2021
February 26,
2021
Market price of public stock $24.78 $30.83
Exercise price $11.50 $11.50
Expected term (years) 4.3 5.0
Volatility 70.5  % 73.5  %
Risk-free interest rate 1.0  % 0.8  %
Dividend rate 0.0  % 0.0  %
Public Warrants
The Public Warrants may only be exercised for a whole number of shares. The Public Warrants became exercisable 30 days after the completion of the Merger.
The Public Warrants were initially recognized as a liability on February 26, 2021 at a fair value of $153.7 million and the public warrant liability was remeasured to fair value based upon the market price as warrants were exercised. On June 4, 2021 the Company issued a redemption notice pursuant to which all but 244,481 Public Warrants were exercised by the Public Warrant holders. At the conclusion of the redemption notice period on July 6, 2021, the Company redeemed the remaining 244,481 Public Warrants outstanding for $0.01 per warrant. The Company recognized no gain or loss for the three months ended October 31, 2021, and recognized a loss of $15.9 million for the nine months ended October 31, 2021, classified within change in fair value of warrant liabilities in the condensed consolidated statements of operations.
During the nine months ended October 31, 2021, proceeds received for the exercise of Public Warrants were $117.6 million. As of October 31, 2021, no Public Warrants remained outstanding.
Activity of warrants is set forth below:

 
Legacy Warrants (1)
Private Placement Warrants Public Warrants
Total
Common Stock Warrants (1)
Outstanding as of January 31, 2021 38,761,031 38,761,031
Common Stock Warrants as Part of the Merger
6,521,568 10,470,562 16,992,130
Warrants Exercised (3,176,428) (4,349,342) (10,226,081) (17,751,851)
Warrants Redeemed (244,481) (244,481)
Outstanding as of October 31, 2021 35,584,603 2,172,226 37,756,829
_______________
(1) The shares (and the warrants' exercise prices) subject to the Company's Legacy Warrants were restated to reflect the Exchange Ratio of approximately 0.9966 established in the Merger Agreement as discussed in Note 3.

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.
32


ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

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.

March 12,
2021
February 26,
2021
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 condensed 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 October 31, 2021.

10.Equity Plans and Stock-based Compensation
On February 25, 2021, the stockholders of the Company approved the 2021 Equity Incentive Plan (“2021 EIP”) and the 2021 Employee Stock Purchase Plan (“2021 ESPP”). As of October 31, 2021, 36,436,447 and 8,177,683 shares of Common Stock were available under the 2021 EIP and 2021 ESPP, respectively.
2021 Employee Stock Purchase Plan
The 2021 ESPP permits participants to purchase shares of the Company’s Common Stock, up to the IRS allowable limit, through contributions (in the form of payroll deductions or otherwise to the extent permitted by the administrator) of up to 15% of their eligible compensation. The 2021 ESPP provides for consecutive, overlapping 24-month offering periods, subject to certain rollover and reset mechanisms as defined in the ESPP. Participants are permitted to purchase shares of the Company’s Common Stock at the end of each 6-month purchase period at 85% of the lower of the fair market value of the Company’s Common Stock on the first trading day of an offering period or on the last trading date in each purchase period. A participant may purchase a maximum of 10,000 shares of the Company’s Common Stock during a purchase period. Participants may end their participation at any time during an offering and will be paid their accrued contributions that have not yet been used to purchase shares. Participation ends automatically upon termination of employment with the Company. The initial offering period is from October 1, 2021 through September 9, 2023.
33


ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

Further, on the first day of each March during the term of the 2021 ESPP, commencing on March 1, 2021 and ending on (and including) March 1, 2040, the aggregate number of shares of Common Stock that may be issued under the 2021 ESPP shall automatically increase by a number equal to the lesser of (i) one percent (1%) of the total number of shares of Common Stock issued and outstanding on the last day of the preceding month, (ii) 5,400,000 shares (subject to standard anti-dilution adjustments), or (iii) a number of shares determined by the Company’s Board of Directors.
2021 Equity Incentive Plan
Under the 2021 EIP, the Company can grant stock options, stock appreciation rights, restricted stock, restricted stock units (“RSU”) and certain other awards which are settled in the form of shares of Common Stock issued under this 2021 EIP. On the first day of each March, beginning on March 1, 2021 and continuing through March 1, 2030, the 2021 EIP reserve will automatically increase by a number equal to the lesser of (a) 5% of the total number of shares actually issued and outstanding on the last day of the preceding month and (b) a number of shares determined by the Company’s Board of Directors.
2017 Plan and 2007 Plan
No further awards will be granted under Legacy ChargePoint’s 2017 Stock Plan (“2017 Plan”) and 21,412,248 shares of Common Stock remain reserved for outstanding awards issued under the 2017 Plan as of October 31, 2021. Additionally, no other awards can be granted under Legacy ChargePoint’s 2007 Stock Incentive Plan (“2007 Plan”) and 3,442,795 shares of Common Stock remained reserved for outstanding awards issued under the 2007 Plan as of October 31, 2021.
The Company’s stock option awards activity is set forth below:
  Number of Stock Option Awards Weighted Average Exercise Price Weighted Average Remaining Contractual term (in years) Aggregate Intrinsic Value (in thousands)
Outstanding as of January 31, 2021 30,166,792  $ 0.71  7.3 $ 1,064,539 
Options exercised (4,666,083) $ 0.59 
Options forfeited (624,618) $ 0.74 
Options expired (21,048) $ 53.26 
Outstanding as of October 31, 2021 24,855,043  $ 0.69  6.8 $ 598,912 
Options vested and expected to vest as of October 31, 2021 24,314,890  $ 0.68  6.7 $ 585,934 
Exercisable as of October 31, 2021 16,523,251  $ 0.66  6.2 $ 398,582 
The options outstanding as of October 31, 2021, 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 1.5 million 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 October 31, 2021, the total unrecognized compensation expense related to the unvested portion of the CEO Award was $31.7 million, which is expected to be recognized over a period of 2.25 years.
34


ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

The Company’s RSU activity is set forth below:
  Number of Shares Weighted Average Grant Date Fair Value per Share
Outstanding as of January 31, 2021 —  $ — 
RSU granted 5,042,559  $ 26.94 
RSU vested (1,019,817) $ 27.36 
RSU forfeited (116,684) $ 27.17 
Outstanding as of October 31, 2021 3,906,058  $ 26.82 
As of October 31, 2021, unrecognized stock-based compensation expense for employee equity plans was $125.2 million and is expected to be recognized over a weighted-average period of 2.6 years
The following sets forth the total stock-based compensation expense for employee equity plans included in the Company’s condensed consolidated statements of operations:
Three Months Ended
October 31,
Nine Months Ended
October 31,
2021 2020 2021 2020
(in thousands) (in thousands)
Cost of revenue $ 885  $ 29  $ 3,073  $ 93 
Research and development 5,840  448  20,198  1,205 
Sales and marketing 2,251  333  7,018  988 
General and administrative 7,046  398  21,604  1,022 
Total stock-based compensation expense $ 16,022  $ 1,208  $ 51,893  $ 3,308 
11.Income Taxes
The income tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate as adjusted for discrete items arising in that quarter. The effective income tax rate was nil for the three and nine months ended October 31, 2021 and 2020. The effective tax rate differs from the U.S. statutory rate primarily due to the full valuation allowances on the Company’s net domestic deferred tax assets as it is more likely than not that all of the deferred tax assets will not be realized.
12.Related Party Transactions
Daimler AG and its affiliated entities (“Daimler”) are investors in the Company and one of its employees is a member of the Company’s Board of Directors. The following revenue transactions took place between the Company and Daimler during the periods presented:
Three Months Ended
October 31,
Nine Months Ended
October 31,
2021 2020 2021 2020
(in thousands) (in thousands)
Daimler $ 1,290  $ 953  $ 4,696  $ 2,529 
Revenue from related parties $ 1,290  $ 953  $ 4,696  $ 2,529 
Related party accounts receivable as of October 31, 2021 and January 31, 2021 from Daimler was $2.3 million and $1.2 million, respectively.

35


ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

13.Basic and Diluted Net Loss per Share

The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the three and nine months ended October 31, 2021 and 2020:
Three Months Ended
October 31,
Nine Months Ended
October 31,
2021 2020 2021 2020
(in thousands, except share and per share data) (in thousands, except share and per share data)
Numerator:
Net income (loss) $ (69,442) $ (40,890) $ (72,092) $ (106,275)
Adjust: Accretion of beneficial conversion feature of redeemable convertible preferred stock
—  (1,752) —  (60,377)
Adjust: Cumulative dividends on redeemable convertible preferred stock
—  (3,960) (4,292) (3,960)
Adjust: Deemed dividends attributable to vested option holders
—  —  (51,855) — 
Adjust: Deemed dividends attributable to common stock warrant holders
—  —  (110,635) — 
Net loss attributable to common stockholders - Basic (69,442) (46,602) (238,874) (170,612)
Less: Gain attributable to earnout shares issued
—  —  (84,420) — 
Less: Change in fair value of dilutive warrants
—  —  (51,106) — 
Net loss attributable to common stockholders - Diluted $ (69,442) $ (46,602) $ (374,400) $ (170,612)
Denominator:
Weighted average common shares outstanding 325,223,132  15,102,625  286,272,045 13,550,552
Less: Weighted-average unvested restricted shares and shares subject to repurchase
(188,212) (111,759) (246,562) — 
Weighted average shares outstanding - Basic 325,034,920  14,990,866  286,025,483 13,550,552
Add: Earnout Shares under the treasury stock method
—  —  4,948,794 — 
Add: Public and Private Placement Warrants under the treasury stock method
—  —  1,601,041 — 
Weighted average shares outstanding - Diluted 325,034,920  14,990,866  292,575,318 13,550,552
Net loss per share - Basic $ (0.21) $ (3.11) $ (0.84) $ (12.59)
Net loss per share - Diluted $ (0.21) $ (3.11) $ (1.28) $ (12.59)
As a result of the Merger, the Company has retroactively adjusted the weighted-average number of shares of Common Stock outstanding prior to the Closing Date by multiplying them by the Exchange Ratio of 0.9966 used to determine the number of shares of Common Stock into which they converted. The Common Stock issued as a result of the redeemable convertible preferred stock conversion on the Closing Date was included in the basic net loss per share calculation on a prospective basis.
Redeemable convertible preferred stock and preferred stock warrants outstanding prior to the Merger Closing Date were excluded from the diluted net loss per share calculation for the nine-months period ended October 31, 2021, because including them would have had an antidilutive effect.
36


ChargePoint Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

The potential shares of Common Stock that were excluded from the computation of diluted net loss per share attributable to common stockholders at each period end because including them would have had an antidilutive effect were as follows:
October 31,
2021
October 31,
2020
Redeemable convertible preferred stock (on an as-converted basis) —  193,484,162 
Options to purchase common stock 24,855,043  37,547,865 
Restricted stock units 3,906,058  — 
Unvested early exercised common stock options 164,778  129,717 
Common stock and preferred stock warrants 35,584,603  38,761,061 
Employee stock purchase plan 942,335  — 
Total potentially dilutive common share equivalents 65,452,817  269,922,805 
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of the financial condition and results of operations of ChargePoint Holdings, Inc. (“ChargePoint” or the “Company”) should be read in conjunction with ChargePoint’s condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report, and the audited consolidated financial statements for the year ended January 31, 2021 and related notes included in the Company’s registration statement on Form S-1 filed with the SEC on October 14, 2021. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. ChargePoint’s actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” in Part II, Item 1A of this report.

Overview
ChargePoint designs, develops and markets networked electric vehicle (“EV”) charging system infrastructure (“Networked Charging Systems”) and cloud-based services which enable consumers the ability to locate, reserve, authenticate and transact EV charging sessions (“Cloud” or “Cloud Services”). As part of ChargePoint’s Networked Charging Systems, subscriptions and other offerings, it provides an open platform that integrates with system hardware from ChargePoint and other manufacturers, connecting systems over an intelligent network that provides real-time information about charging sessions and full control, support and management of the Networked Charging Systems. This network provides multiple web-based portals for charging system owners, fleet managers, drivers and utilities.
ChargePoint generates revenue primarily through the sale of Networked Charging Systems, Cloud Services and extended parts and labor warranty (“Assure”), which are typically paid for upfront. Assure also includes proactive monitoring, fast response times, expert advice and robust reporting. The ChargePoint as a Service (“CPaaS”) program combines the customer’s use of ChargePoint’s owned and operated systems with Cloud Services, Assure and other benefits available to subscribers into one subscription. ChargePoint targets three key customer markets: commercial, fleet and residential. Commercial customers have parking places largely within their workplaces and includes retail, hospitality and parking lot operators. Fleet includes municipal buses, delivery and work vehicles, port/airport/warehouse and other industrial applications, ridesharing services, and, is expected to eventually include, autonomous transportation. Residential includes single family homes and multifamily residences.
Since ChargePoint’s inception in 2007, it has been engaged in developing and marketing its Networked Charging Systems, subscriptions and other offerings, raising capital and recruiting personnel. ChargePoint has incurred net operating losses and negative cash flows from operations every year since its inception. As of October 31, 2021, ChargePoint had an accumulated deficit of $751.5 million. ChargePoint has funded its operations primarily from customer payments, the issuance of redeemable convertible preferred stock, exercise proceeds from options and warrants, borrowings under loan facilities and proceeds from the Reverse Recapitalization.

Recent Developments
Acquisitions
On August 11, 2021, ChargePoint acquired all of the outstanding shares of ViriCiti B.V. (“ViriCiti”) for $79.4 million in cash, subject to adjustment, as well as up to $7.7 million of additional earnout consideration contingent on meeting certain revenue targets through January 31, 2023. 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.
On October 6, 2021, ChargePoint acquired all of the outstanding shares of has•to•be gmbh (“has•to•be” or “HTB”) for approximately $232.2 million, consisting of $130.1 million paid in cash, subject to further adjustments based on certain working capital positions, and $102.1 million in the form of 5,695,176 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), of which 885,592 shares, valued at $15.9 million, are subject to escrow to secure potential future indemnification claims. Has•to•be is an Austria-based e-mobility provider with a European charging software platform. The acquisition is intended to expand ChargePoint’s market share in Europe.

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Earnout Shares
On February 26, 2021 (“Closing Date”), Switchback Energy Acquisition Corporation (“Switchback”) consummated the previously announced transactions pursuant to which Lightning Merger Sub Inc., a wholly owned subsidiary of Switchback incorporated in the State of Delaware (“Lightning Merger Sub”), merged with ChargePoint, Inc., a Delaware corporation (“Legacy ChargePoint”); Legacy ChargePoint survived as a wholly-owned subsidiary of Switchback (“Merger,” and, collectively with the other transactions described in the Merger Agreement (as defined below), the “Reverse Recapitalization”). Further, as a result of the Merger, Switchback was renamed “ChargePoint H