UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 FORM 12b-25
NOTIFICATION OF LATE FILING
 
(Check one):
☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR
 
For Period Ended: January 31, 2022
 
☐Transition Report on Form 10-K
☐Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-Q
For the Transition Period Ended: ____________________
 
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
 
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
 
 
PART I — REGISTRANT INFORMATION
 
 
ChargePoint Holdings, Inc.
Full Name of Registrant
Switchback Energy Acquisition Corporation
Former Name if Applicable
240 East Hacienda Avenue
Address of Principal Executive Office (Street and Number)
Campbell, CA, 95008
City, State and Zip Code
 
PART II — RULES 12b-25(b) AND (c)
 
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
 


(a)The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒(b)The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
(c)The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
 
PART III — NARRATIVE
 
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

(Attach extra Sheets if Needed)
 
ChargePoint Holdings, Inc., (the “Company”) is not in position to timely file on April 1, 2022 its Form 10-K for the year ended January 31, 2022 (the “Annual Report”) without unreasonable effort or expense. During the applicable reporting period, the Company became subject to the requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 (“SOX Act”) and additional time is needed for the Company to compile and analyze certain information and documentation to be included in the Annual Report. Based on work completed to date by the Company, it expects to file the Annual Report on or before the fifteenth calendar day following the prescribed due date.
 
PART IV — OTHER INFORMATION
(1)Name and telephone number of person to contact in regard to this notification
 Rex S. Jackson 408 841-4500
 (Name) (Area Code) (Telephone Number)
(2)Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
 
Yes ☒ NO ☐
(3)Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
Yes ☒ NO ☐
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Company furnished as Exhibit 99.1 to its Form 8-K filed March 2, 2022, a press release (the “Earnings Release”) disclosing the Company’s preliminary and unaudited results for the quarter and year ended January 31, 2022. For a comparison of the Company’s results of operations for the fiscal year ended January 31, 2022 compared to the fiscal year ended January 31, 2021, please see the Earnings Release. The results reported in the Earnings Release are preliminary and unaudited and are subject to change before the Company files the Annual Report.


 

 
CHARGEPOINT HOLDINGS, INC.
(Name of Registrant as Specified in Charter)
 
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: April 4, 2022
By:/s/ Rex S. Jackson
Name:Rex S. Jackson
Title:Chief Financial Officer
 

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