424B3 1 d143853d424b3.htm 424B3 424B3

Filed pursuant to Rule 424(b)(3)
Registration No. 333-253759


(to Prospectus dated March 11, 2021)

ChargePoint Holdings, Inc.

Up to 246,020,583 Shares of Common Stock

6,521,568 Warrants to Purchase

Common Stock

This prospectus supplement supplements the prospectus dated March 11, 2021 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-253759). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 11, 2021 and (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.

The Prospectus and this prospectus supplement relate to the issuance by us of up to an aggregate of up to 10,470,562 shares of our common stock, $0.0001 par value per share (“Common Stock”) that are issuable upon the exercise of our publicly-traded warrants (the “Public Warrants”), up to 6,521,568 shares of our Common Stock issuable upon exercise of private placement warrants issued to NGP Switchback, LLC (the “Private Warrants”), and other warrants to purchase up to 8,266,681 shares of our Common Stock. The Prospectus and this prospectus supplement also relate to the resale from time to time, upon the expiration of lock-up agreements, by (i) the selling stockholders named in the Prospectus or their permitted transferees of up to 220,761,772 shares of our common stock and (ii) the selling holders of Private Warrants.

Our Common Stock and Public Warrants are listed on the New York Stock Exchange under the symbols “CHPT” and “CHPT WS,” respectively. On March 10, 2021, the closing price of our Common Stock was $28.63 and the closing price for our Public Warrants was $13.75.

We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements.


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 March 11, 2021.







Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date Earliest Event Reported): March 11, 2021



ChargePoint Holdings, Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-39004   84-1747686

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)

240 East Hacienda Avenue

Campbell, CA

(Address of Principal Executive Offices)   (Zip Code)

(408) 841-4500

(Registrant’s telephone number, including area code)


(Former Name or Former Address, if Changed Since Last Report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

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

Warrants, each whole warrant exercisable for Common Stock at an exercise price of

$11.50 per share

  CHPT WS   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

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.  ☐




Item 2.02 Results of Operations and Financial Condition.

On March 11, 2021, ChargePoint Holdings, Inc. (the “Company”) issued a press release announcing its financial results for its fiscal fourth quarter and fiscal year ended January 31, 2021. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.


Description of Exhibit

99.1    Press release dated as of March 11, 2021


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



/s/ Rex Jackson

  Name: Rex Jackson
  Title: Chief Financial Officer

Date: March 11, 2021

Exhibit 99.1



ChargePoint Reports Fourth Quarter and Fiscal 2021 Financial Results



Fiscal Year 2021 revenue of $146 million, exceeding forecast



Completed business combination with Switchback Energy Acquisition Corporation; began trading on the NYSE on March 1, 2021



Increased total cash balance to $615 million at the close of the business combination to fund growth initiatives

Campbell, Calif. – March 11, 2021 ChargePoint Holdings, Inc. (NYSE:CHPT) (the “Company” or “ChargePoint”), a world-leading electric vehicle (EV) charging network, today announced fourth quarter and full-year fiscal 2021 financial results.

“Last year the global EV sector continued to show strength as EV sales grew despite a slow overall vehicle market, bolstered by policy trends that continued to accelerate the shift to electric in North America and Europe,” said Pasquale Romano, President and CEO of ChargePoint. “In 2020, we continued to strengthen our market leadership position and expect our growth to be fueled by dozens of new EV models anticipated in 2021 across a wide range of segments and price points. With a strong balance sheet and a capital light business model, ChargePoint is well positioned to create shareholder value through broad attachment to the electrification of mobility for fleet and consumer vehicle markets.”

Financial Highlights



Revenue. For the fourth quarter that ended January 31, 2021, revenue was $42.4 million compared to $43.2 million in the fourth quarter of the prior year period. For the fiscal year ended January 31, 2021, revenue was $146.5 million, up from $144.5 million in the prior year period.



Gross Margin. Fourth quarter GAAP (as defined below) gross margin was 21.0%, up from 20.4% in the prior year’s fourth quarter. Fourth quarter non-GAAP gross margin was 21.6% compared to 20.5% in the prior year’s fourth quarter. Fiscal year 2021 GAAP gross margin was 22.5%, a 10 percentage point improvement over gross margin of 12.5% in the prior year period. Non-GAAP gross margin for fiscal 2021 was 22.6%, compared to 12.5% in the prior year period.



Net loss. Fourth quarter GAAP net loss was $90.7 million compared to $33.8 million in the fourth quarter of the prior year, primarily due to a change in fair value of the company’s redeemable convertible preferred stock warrant liability. Fourth quarter non-GAAP net loss was $33.6 million compared to $32.5 million in the prior year’s fourth quarter. Fiscal year 2021 GAAP net loss was $197.0 million compared to $134.3 million in the prior year period, primarily reflecting the fiscal fourth quarter warrant charge. Non-GAAP net loss for fiscal 2021 was $117.8 million compared to $129.9 million in the prior year period.




Liquidity. As of January 31, 2021, cash on the balance sheet was $145 million. At the close of the business combination on February 26, 2021, cash on the balance sheet was $615 million.



Shares Outstanding. At the close of the business combination on February 26, 2021, there were 277.8 million shares of common stock outstanding.

For a reconciliation of our GAAP to non-GAAP results, please see the tables below.

Fiscal 2022 Guidance

ChargePoint provides guidance based on current market conditions and expectations. For the first quarter ending April 30, 2021, which typically experiences seasonally lower networked station sales compared to the fourth quarter, ChargePoint expects revenue of $35 - $40 million. The Company expects revenue for fiscal 2022 of $195 - $205 million, consistent with its previously published estimates, and representing 37% year-over-year growth at the midpoint.

Conference Call Information

ChargePoint will host a webcast today at 1:30 p.m. PST/4:30 p.m. EST to review its fourth quarter and fiscal 2021 financial results and its outlook for the first quarter of fiscal 2022 and fiscal 2022. A question and answer session will follow prepared remarks.

Investors may access the webcast, supplemental financial information and investor presentation at ChargePoint’s investor relations website (investors.chargepoint.com) under the “Events and Presentations” section. A replay will be available three hours after the conclusion of the webcast and archived for one year.

About ChargePoint

ChargePoint is creating the new fueling network to move all people and goods on electricity. Since 2007, ChargePoint has been committed to making it easy for businesses and drivers to go electric with one of the largest EV charging networks and most complete portfolio of charging solutions available today. ChargePoint’s cloud subscription platform and software-defined charging hardware are designed to include options for a wide range of charging scenarios from home and multifamily to workplace, parking, hospitality, retail and fleets. Today, one ChargePoint account provides access to hundreds-of-thousands of places to charge in North America and Europe. To date, more than 89 million charging sessions have been delivered, with drivers plugging into the ChargePoint network approximately every two seconds. For more information, visit the ChargePoint pressroom, the ChargePoint Investor Relations site, or contact ChargePoint’s North American or European press offices or the Investor Relations team.



Forward-Looking Statements

This press release contains forward-looking statements that involve risks, uncertainties, and assumptions including statements regarding our financial outlook for the first fiscal quarter of 2022 and fiscal 2022. There are a significant number of factors that could cause actual results to differ materially from the statements made in this press release, including: developments and changes in the general market, the continuing impact of COVID-19, political, economic, and business conditions; our limited operating history as a public company; our dependence on widespread acceptance and adoption of EVs and increased installation of charging stations; our current dependence on sales of charging stations for most of our revenues; overall demand for EV charging and the potential for reduced demand for EVs if governmental rebates, tax credits and other financial incentives are reduced, modified or eliminated or governmental mandates to increase the use of EVs or decrease the use of vehicles powered by fossil fuels, either directly or indirectly through mandated limits on carbon emissions, are reduced, modified or eliminated; supply chain interruptions; our ability to expand in Europe; the need to attract additional fleet operators as customers; potential adverse effects on our revenue and gross margins if customers increasingly claim clean energy credits and, as a result, they are no longer available to be claimed by us; the effects of competition; risks related to our dependence on our intellectual property and the risk that our technology could have undetected defects or errors. Additional risks and uncertainties that could affect our financial results are included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2021, which is available on our website at investors.chargepoint.com and on the SEC’s website at www.sec.gov. Additional information will also be set forth in other filings that we make with the SEC from time to time. All forward-looking statements in this press release are based on information available to us as of the date hereof, and we do not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by applicable law.

Use of Non-GAAP Financial Measures

ChargePoint has provided in this press release financial information that has not been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The Company uses these non-GAAP financial measures internally in analyzing its financial results and believes that the use of these non-GAAP financial measures is useful to investors to evaluate ongoing operating results and trends, and in comparing the Company’s financial results with other companies in its industry as well other technology companies, many of which present similar non-GAAP financial measures.

The presentation of these non-GAAP financial measures is not meant to be considered in isolation or as a substitute for comparable GAAP financial measures and should be read only in conjunction with the Company’s consolidated financial statements prepared in accordance with GAAP. A reconciliation of the company’s historical non-GAAP financial measures to their most directly comparable GAAP measures has been provided in the financial statement tables included in this press release, and investors are encouraged to review these reconciliations.



Non-GAAP Gross Margin. ChargePoint defines non-GAAP gross margin as gross margin excluding amortization expense of acquired intangible assets, share-based compensation expense, and non-recurring costs associated with a restructuring.

Non-GAAP Net Loss. ChargePoint defines non-GAAP net loss as net loss, excluding amortization expense of acquired intangible assets, share-based compensation-expense and the associated share-based payroll tax expense, non-recurring costs associated with restructuring, acquisitions and litigation settlements, and non-cash charges related to the revaluation of warrants and other financial instruments. These amounts do not reflect the impact of any related tax effects.

Investors are cautioned that there are a number of limitations associated with the use of non-GAAP financial measures to analyze financial results and trends. In particular, many of the adjustments to ChargePoint’s GAAP financial measures reflect the exclusion of items that are recurring and will be reflected in its financial results for the foreseeable future, such as share-based compensation, which is an important part of ChargePoint’s employees’ compensation and impacts hiring, retention and performance. Furthermore, these non-GAAP financial measures are not based on any standardized methodology prescribed by GAAP, and the components that ChargePoint excludes in its calculation of non-GAAP financial measures may differ from the components that other companies exclude when they report their non-GAAP results. ChargePoint compensates for these limitations by providing specific information regarding the GAAP amounts excluded from these non-GAAP financial measures. In the future, ChargePoint may also exclude other expenses it determines do not reflect the performance of the Company’s operating results.




Darryll Harrison

Senior Director, Global Communications and Social Media



Investor Relations

Dan Oppenheim, Financial Profiles, Inc.


Megan McGrath, Financial Profiles, Inc.



# # #



ChargePoint, Inc.


(In thousands, unaudited)


     January 31,     January 31,  
     2021     2020  



Current assets:


Cash and cash equivalents

   $ 145,491     $ 72,753  

Restricted cash

     400       400  

Short-term investments

     —         47,037  

Accounts receivable, net

     35,075       38,488  


     33,592       25,419  

Prepaid expenses and other current assets

     12,074       7,221  







Total current assets

     226,632       191,318  

Property and equipment, net

     29,988       27,941  

Operating lease right-of-use assets

     21,817       10,269  


     1,215       1,215  

Other assets

     10,468       3,448  







Total assets

   $ 290,120     $ 234,191  







Liabilities, Redeemable Convertible Preferred Stock, and Stockholders’ Deficit


Current liabilities:


Accounts payable

   $ 19,784     $ 19,631  

Accrued and other current liabilities

     47,162       37,659  

Deferred revenue

     40,934       39,408  

Debt, current

     10,208       —    







Total current liabilities

     118,088       96,698  

Deferred revenue, noncurrent

     48,896       33,266  

Debt, noncurrent

     24,686       34,261  

Operating lease liabilities

     22,459       8,230  

Redeemable convertible preferred stock warrant liability

     75,843       2,718  

Other long-term liabilities

     972       798  







Total liabilities

     290,944       175,971  







Redeemable convertible preferred stock

     615,697       520,241  

Stockholders’ deficit:


Common stock

     2       1  

Additional paid-in capital

     62,736       20,331  

Accumulated other comprehensive income (loss)

     155       37  

Accumulated deficit

     (679,414     (482,390







Total stockholders’ deficit

     (616,521     (462,021







Total liabilities, redeemable convertible preferred stock, and stockholders’ deficit

   $ 290,120     $ 234,191  







ChargePoint, Inc.


(In thousands, except per share amounts; unaudited)


     Three Months Ended
January 31,
    Twelve Months Ended
January 31,
     2021     2020     2021     2020  



Networked charging systems

   $ 28,303     $ 29,873     $ 91,893     $ 101,012  


     10,965       7,865       40,563       28,930  


     3,123       5,506       14,034       14,573  













Total revenue

     42,391       43,244       146,490       144,515  













Cost of revenue


Networked charging systems

     25,677       28,056       87,083       105,940  


     5,838       4,725       20,385       16,244  


     1,973       1,626       6,073       4,289  













Total cost of revenue

     33,488       34,407       113,541       126,473  













Gross profit

     8,903       8,837       32,949       18,042  













Operating expenses


Research and development

     20,946       19,233       75,017       69,464  

Sales and marketing

     15,700       15,766       53,002       56,997  

General and administrative

     7,577       6,294       25,922       23,945  













Total operating expenses

     44,223       41,293       153,941       150,406  













Loss from operations

     (35,320     (32,456     (120,992     (132,364

Interest income

     17       508       315       3,245  

Interest expense

     (810     (863     (3,253     (3,544

Change in fair value of redeemable convertible preferred stock warrant liability

     (54,824     (219     (73,125     (875

Other income (expense), net

     185       (655     229       (565













Net loss before income taxes

     (90,752     (33,685     (196,826     (134,103

Provision for income taxes

     (5     126       198       224  













Net loss

   $ (90,747   $ (33,811   $ (197,024   $  (134,327













Accretion of beneficial conversion feature of redeemable convertible preferred stock

     —         —         (60,377     —    

Cumulative undeclared dividends on redeemable convertible preferred stock

     (12,839     —         (16,799     —    













Net loss attributable to common stockholders

   $ (103,586   $ (33,811   $ (274,200   $ (134,327













Net loss per share attributable to common stockholders, basic and diluted

   $ (5.29   $ (3.05   $ (18.08   $ (15.05













Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted

     19,563,550       11,085,077       15,168,335       8,924,129  













ChargePoint, Inc.


(In thousands, unaudited)


     Year Ended January 31,  
     2021     2020  

Cash flows from operating activities


Net loss

   $ (197,024   $ (134,327

Adjustments to reconcile net loss to net cash used in operating activities:


Depreciation and amortization

     10,083       7,698  

Non-cash operating lease cost

     3,762       3,121  

Stock-based compensation

     4,947       2,937  

Amortization of deferred contract acquisition costs

     1,206       675  

Change in fair value of redeemable convertible preferred stock warrant liability

     73,125       875  

Inventory reserves

     1,412       1,425  


     446       589  

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


Accounts receivable, net

     3,292       (8,702


     (9,585     (1,472

Prepaid expenses and other assets

     (8,914     (2,961

Operating lease liabilities

     (2,815     (1,181

Accounts payable

     (493     15,704  

Accrued and other liabilities

     11,556       93  

Deferred revenue

     17,156       27,590  







Net cash used in operating activities

     (91,846     (87,936







Cash flows from investing activities


Purchases of property and equipment

     (11,484     (14,885

Purchases of investments

     —         (179,514

Maturities of investments

     47,014       132,500  







Net cash provided by (used in) investing activities

     35,530       (61,899







Cash flows from financing activities


Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs

     95,456       14,756  

Proceeds from issuance of common stock warrants, net of issuance costs

     31,547       185  

Payments made toward deferred offering costs

     (4,003     —    

Proceeds from exercises of vested and unvested stock options

     5,913       2,217  







Net cash provided by financing activities

     128,913       17,158  







Effect of exchange rate changes on cash, cash equivalents, and restricted cash

     141       132  

Net increase (decrease) in cash, cash equivalents, and restricted cash

     72,738       (132,545

Cash, cash equivalents, and restricted cash at beginning of period

     73,153       205,698  







Cash, cash equivalents, and restricted cash at end of period

   $ 145,891     $ 73,153  







ChargePoint, Inc.


(In thousands, except per share amounts; unaudited)


     Three Months Ended
January 31, 2021
    Three Months Ended
January 31, 2020
    Twelve Months Ended
January 31, 2021
    Twelve Months Ended
January 31, 2020

Reconciliation of GAAP gross profit (margin) to Non-GAAP gross profit (margin):


GAAP gross profit

   $ 8,903       $ 8,837       $ 32,949       $ 18,042    

Stock-based compensation expense

     22         10         115         39    

Restructuring costs (1)

     214         —           114         —      













Non-GAAP gross profit (margin)

   $ 9,139       22   $ 8,847       20   $ 33,178       23   $ 18,081       13













Reconciliation of GAAP Net Loss to Non-GAAP net loss:


GAAP net loss

   $  (90,747     $  (33,811     $  (197,024     $  (134,327  

Amortization of acquired intangible assets

     —           351         —           568    

Stock-based compensation expense

     1,639         780         4,947         2,937    

Restructuring costs (1)

     674         —           1,149         —      

Change in fair value of preferred stock warrant liability

     54,824         219         73,125         875    













Non-GAAP net loss (as a percentage of revenue)

   $ (33,610     -79   $ (32,461     -75   $ (117,803     -80   $ (129,947     -90















Consists of restructuring costs for severances and related termination costs