SEC Form SC 13D/A filed by ChargePoint Holdings Inc. (Amendment)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

James V. Baird

Q-GRG VII (CP) Investment Partners, LLC

800 Capitol Street, Suite 3600

Houston, Texas 77002

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

Item 1 of the Schedule 13D is hereby amended and supplemented as follows:

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) is being filed by the undersigned, pursuant to §240.13d-2(a), with respect to the Common Stock, par value $0.0001 per share (“Common Stock”), of ChargePoint Holdings, Inc., a Delaware corporation (the “Issuer” or “ChargePoint”). The principal executive offices of the Company are located at 240 East Hacienda Avenue, Campbell, CA 95008. This Amendment No. 1 amends and supplements the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on March 8, 2021 (together with this Amendment No. 1, the “Schedule 13D”).  All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

In connection with the Business Combination, the Reporting Persons received the contingent right to receive up to a maximum of 3,388,533 Earnout Shares upon the achievement of three Triggering Events (as defined in the Business Combination Agreement) within five years of the February 26, 2021 closing of the Merger. The three "Triggering Events" are (i) the date on which the volume-weighted average closing sale price of the Issuer's Common Stock is greater than or equal to $15.00 for any ten trading days within any twenty consecutive trading day period; (ii) the date on which the volume-weighted average closing sale price of the Issuer's Common Stock is greater than or equal to $20.00 for any ten trading days within any twenty consecutive trading day period; and (iii) the date on which the volume-weighted average closing sale price of the Issuer's Common Stock is greater than or equal to $30.00 for any ten trading days within any twenty consecutive trading day period. In addition, Trigger Events may occur upon a Change of Control (as defined in the Business Combination Agreement).  The first two Triggering Events occurred on the same date, and pursuant to the terms of the Business Combination Agreement, 2,259,022 Earnout Shares were issued to the Reporting Persons on March 19, 2021. The third Triggering Event occurred and, pursuant to the terms of the Business Combination Agreement, the remaining 1,129,511 Earnout Shares were issued to the Reporting Persons on July 1, 2021. The issuance of these Earnout Shares was part of the merger consideration in the Merger transaction.

Item 5(a), (b) and (c) of the Schedule 13D is hereby amended and supplemented as follows:

 (a) As of the date hereof, each of the Reporting Persons may be deemed the beneficial owner of 37,587,439 shares of Common Stock, which amount includes (i) 26,463,366 shares of Common Stock held directly by Q-GRG, (ii) 5,854,775 Shares issuable upon conversion of Warrants held directly by Q-GRG, which are currently exercisable, with a strike price of $9.03 and an expiration date of November 16, 2028, and (iii) 5,269,298 Shares issuable upon conversion of Warrants held directly by Q-GRG, which are currently exercisable, with a strike price of $6.02 and an expiration date of July 31, 2030. As of the date hereof, each of the Reporting Persons may be deemed to beneficially own approximately 11.3% of the Common Stock outstanding. The percentages reported herein are based on the sum of (i) approximately 320,298,423 shares of Common Stock outstanding, based on information from the Issuer, plus (ii) the 11,124,073 shares of Common Stock issuable upon exercise of Warrants beneficially owned by the Reporting Person, which have been added to the total shares of Common Stock outstanding in accordance with Rule 13d-3(d)(3) under the Act.

(b) Each of the Reporting Persons has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 26,463,366  shares of Common Stock and 11,124,073 shares of Common Stock obtainable upon exercise of Warrants held directly by Q-GRG.

(c) The response to Item 3 of this Schedule 13D is incorporated by reference herein. Except as disclosed herein, none of the Reporting Persons have effected any transactions in Common Stock during the past 60 days.

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: July 6, 2021

	Q-GRG VII (CP) Investment Partners, LLC
	By:	/s/ James V. Baird
		Name: James V. Baird
		Title:   General Counsel

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