Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date Earliest Event Reported): September 20, 2021

ChargePoint Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39004

84-1747686

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(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)

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

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 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.

The disclosure set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.02.

Item 8.01 Other Events.

During its fiscal second quarter ended July 31, 2021, ChargePoint Holdings, Inc. (the “Company”) granted approximately 4.7 million restricted stock units (the “Q2 Awards”). The Q2 Awards included (i) grants to new hires who joined the Company during the preceding twelve months, and (ii) incentive awards to key personnel, in both cases delayed while the Company entered into, consummated and made necessary filings post-closing with respect to the previously announced business combination among the Company (previously named Switchback Energy Acquisition Corporation), ChargePoint, Inc. and Lightning Merger Sub Inc. Of the $28.3 million of stock-based compensation the Company recognized in its fiscal second quarter, $13.7 million was attributable to services performed prior to the second quarter, and $14.6 million was attributable to services performed in the second quarter.

SIGNATURES

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.


CHARGEPOINT HOLDINGS, INC.

By:		/s/ Rex S. Jackson
		Name: Rex S. Jackson
		Title: Chief Financial Officer

Date: September 20, 2021

ChargePoint Holdings Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Other Events