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, 2022 and
related notes included in the Company's Annual Report on Form 10-K filed with
the Securities and Exchange Commission (the "SEC") on April 4, 2022. 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 Quarterly Report.

Overview

ChargePoint designs, develops and markets networked electric vehicle ("EV")
charging system infrastructure ("Networked Charging Systems"), connected through
cloud-based services ("Cloud" or "Cloud Services") which (i) enable charging
system owners, or hosts, to manage their Networked Charging Systems, and (ii)
enable drivers locate, reserve and authenticate Networked Charging Systems, and
to transact EV charging sessions on those systems. ChargePoint's Networked
Charging Systems, subscriptions and other offerings provide 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 warranties ("Assure"). The
Company also generates revenue, in some instances, by providing customers use of
ChargePoint's owned and operated systems, Cloud Services and Assure into a
single subscription ("ChargePoint as a Service" or "CPaaS"). Cloud Services,
Assure and CPaaS are typically paid for up front and revenue is recognized
ratably over the term of the service.

ChargePoint targets three key verticals: commercial, fleet and residential.
Commercial customers have parking places largely within their workplaces and
include retail, hospitality, healthcare, fueling and convenience 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.

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
("Lightning Merger Sub"), merged with ChargePoint, Inc. ("Legacy ChargePoint")
pursuant to a Merger Agreement and Plan of Merger dated as of September 23,
2020, by and among the Company, Lightning Merger Sub, and Switchback ("Merger
Agreement"). Legacy ChargePoint survived as a wholly-owned subsidiary of
Switchback ("Merger" and, collectively with the other transactions described in
the Merger Agreement, the "Reverse Recapitalization"). Further, as a result of
the Merger, Switchback was renamed "ChargePoint Holdings, Inc." References to
ChargePoint throughout this Quarterly Report prior to the Merger are references
to Legacy ChargePoint.

Since its inception in 2007, ChargePoint 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, 2022, ChargePoint had an accumulated deficit of $1,078.1
million. ChargePoint has funded its operations primarily from customer payments,
the issuance of redeemable convertible preferred stock and convertible notes,
exercise proceeds from options and warrants, borrowings under loan facilities
and proceeds from the Reverse Recapitalization.

Recent Developments

Issuance of 2027 Convertible Notes and ATM Facility



On April 12, 2022, the Company completed a private placement of $300.0 million
of convertible debt notes due 2027 (the "2027 Convertible Notes"), generating
new proceeds of approximately $294.0 million after deducting the initial
purchaser discounts and commissions and the Company's offering expenses. On July
1, 2022, the Company filed a registration statement on Form S-3 (File No.
333-265986) which permits the Company to offer up to $1.0 billion shares of
Common Stock, preferred
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stock, debt securities, warrants and rights in one or more offerings and in any
combination, including in units from time to time (the "Shelf Registration
Statement"). As part of the Shelf Registration Statement, the Company filed a
prospectus supplement registering for sale from time to time up to $500.0
million shares of Common Stock pursuant to a sales agreement (the "ATM
Facility"). For a more complete description of the 2027 Convertible Notes and
ATM Facility, see "Management's Discussion and Analysis of Financial Condition
and Results of Operations - Liquidity and Capital Resources - Sources of
Liquidity" below.

Key Factors Affecting Operating Results

ChargePoint believes its performance and future success depend on several factors that present significant opportunities for it but also pose risks and challenges, including those discussed below.



Growth in EV Adoption
ChargePoint's revenue growth is directly tied to the number of passenger and
commercial EVs sold, which it believes drives the demand for charging
infrastructure. The market for EVs is still rapidly evolving and although demand
for EVs has grown in recent years, there is no guarantee of such future demand.
Factors impacting the adoption of EVs include but are not limited to perceptions
about EV features, quality, safety, performance and cost; perceptions about the
limited range over which EVs may be driven on a single battery charge;
volatility in the cost of oil and gasoline; availability of services for EVs;
consumers' perception about the convenience and cost of charging EVs; and
increases in fuel efficiency. In addition, macroeconomic factors, including
governmental mandates and incentives and the impact of rising interest rates,
inflation and a potential economic recession, could impact demand for EVs,
particularly since they can be more expensive to purchase than traditional
gasoline-powered vehicles. Further, geopolitical factors, such as the ongoing
COVID-19 pandemic and the invasion of Ukraine by Russia, may negatively impact
the global automotive supply chain and reduce the manufacturing of automobiles,
including EVs. If the market for EVs does not develop as expected or if there is
any slow-down or delay in overall EV adoption or manufacturing rates,
ChargePoint's financial condition and results of operations could be materially
and adversely impacted.

Competition

ChargePoint is currently a market leader in North America in commercial Level 2
Alternating Current ("AC") charging. ChargePoint also offers AC chargers for use
at home or multifamily settings and for fleet applications, and high-power Level
3 Direct Current ("DC") chargers for fast urban charging, corridor or
long-trip charging and fleet applications. ChargePoint intends to expand its
market share over time in its product categories, leveraging the network effect
of its products and Cloud Services software. Existing competitors may expand
their product offerings and sales strategies, and new competitors may enter the
market. If ChargePoint's market share decreases due to increased competition,
its financial condition and results of operations could be materially and
adversely affected. Furthermore, ChargePoint's success could be negatively
impacted if consumers and businesses choose other types of alternative fuel
vehicles or high-fuel-economy gasoline powered vehicles.

Europe Expansion

ChargePoint operates in North America and several countries in Europe. Europe is
expected to be a significant contributor to ChargePoint's revenue in future
years. ChargePoint has been and is investing heavily to succeed in Europe.
ChargePoint is also working to grow its European business through partnerships
with channel partners and car leasing companies and through its acquisitions of
ViriCiti B.V. ("ViriCiti") and has•to•be gmbh ("HTB") (each as described in Note
3, Business Combinations, to the Company's notes to the condensed consolidated
financial statements). In Europe, ChargePoint primarily competes with other
providers of EV charging station networks. Many of these competitors have
limited funding, which could cause poor customer experiences and have a negative
impact on overall EV adoption in Europe. ChargePoint's growth in Europe requires
differentiating itself as compared to these existing competitors. If ChargePoint
is unable to continue penetrating the market in Europe, its financial condition
and results of operations could be materially and adversely impacted.

Fleet Expansion

ChargePoint's future growth is also highly dependent upon success in fleet
applications, where there is increasing competition, a high customer dependency
on the expected increase in the arrival rate of new vehicles, and likely high
concentrations and volatility of purchasing as fleet operators ultimately choose
their key providers and make large commitments to build out their EV operations.
If the Company is not successful in the fleet vertical, its financial condition
and results of operations could be materially and adversely affected.

Impact of New Product Releases and Investments in Growth



As ChargePoint introduces new products, such as the release of its Express Plus
DC fast charger in fiscal year 2022 and CP6000 Level 2 AC charger in fiscal year
2023, its gross margins may be initially negatively impacted by launch costs and
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lower volumes until it achieves targeted cost reductions. Cost reductions may
not occur on the timeline ChargePoint expects due to a number of factors,
including but not limited to failure to meet its own estimates, or to
unanticipated supply chain difficulties, government mandates or certification
requirements. For example, ongoing supply chain challenges and heightened
logistic costs related to disruptions initially caused by the COVID-19 pandemic,
related component shortages and product transition charges decreased gross
margins in the three and nine months ended October 31, 2022, and ChargePoint
expects gross margins will continue to be adversely affected by increased
material costs and freight and logistic expenses through the remainder of the
fiscal year and likely into its fiscal year ending January 31, 2024. In
addition, ChargePoint may accelerate its expenditures where it sees growth
opportunities, which may further impact gross margin until upfront costs and
inefficiencies are absorbed and normalized operations are achieved. Further,
ChargePoint continues to invest in prioritizing an assurance of supply of its
products and new customer acquisition as part of its "land and expand" model,
which in the current environment, puts pressure on gross margins and increases
operating expenses. ChargePoint also continuously evaluates and may adjust its
expenditures, such as new product introduction costs, based on its launch plans
for new products, as well as other factors including the pace and prioritization
of current projects under development and the addition of new projects. As
ChargePoint attains higher revenue, it expects operating expenses as a
percentage of total revenue to decrease as it scales and focuses on increasing
operational efficiency and process automation.

Government Mandates, Incentives and Programs



The U.S. federal government, certain foreign governments and some state and
local governments provide incentives to end users and purchasers of EVs and EV
infrastructure in the form of rebates, tax credits and other financial
incentives. These governmental rebates, tax credits and other financial
incentives significantly lower the effective price of EVs and EV infrastructure
to customers. For example, the Infrastructure Investment and Jobs Act signed
into law on November 15, 2021 (the "Jobs Act") provided additional funding for
EVs and EV charging infrastructure through the creation of new programs and
grants and the expansion of existing programs, including $7.5 billion for EV
charging along highway corridors and communities. In addition, the Inflation
Reduction Act of 2022 (the "IRA") signed into law on August 16, 2022 includes
incentives and tax credits aimed at reducing the effects of climate change, such
as the extension of electric vehicle charging infrastructure tax credits under
Section 30C and tax credits for electric vehicles under Section 30D of the
Internal Revenue Code of 1986, as amended (the "Code") through 2032. There are
numerous restrictions and requirements associated with qualifying for the
electric vehicle tax credits available under the IRA and ChargePoint is still
assessing how the IRA may impact its business and EV sales generally. Further,
incentives such as the Jobs Act and IRA take time to be disbursed and to affect
actual expenditure decisions. These incentives may also expire on specified
dates, end when the allocated funding is no longer available, or be reduced or
terminated as a matter of regulatory or legislative policy. Any reduction in
rebates, tax credits or other financial incentives could reduce the demand for
EVs and for charging infrastructure, including infrastructure ChargePoint
offers.

ChargePoint also derives other revenue from fees received for regulatory credits
earned for participating in low carbon fuel programs in some U.S. states.
ChargePoint claims these regulatory credits only if they are not claimed by
purchasers of its EV charging stations. If a material percentage of its
customers were to claim these regulatory credits, ChargePoint's revenue from
this source could decline significantly, which could have an adverse effect on
its revenue and overall gross margin. Prior to fiscal year 2021, ChargePoint
derived a slight majority of its other revenue from these regulatory credits.
However, revenue from this source as a percentage of total revenue has declined
since fiscal 2021 and may continue to decline as a percentage of total revenue
going forward. Further, the availability of such credits depends on continued
governmental support for these programs. If these programs are modified, reduced
or eliminated, ChargePoint's ability to generate this revenue in the future
would be adversely impacted.

Supply Chain Disruptions and COVID-19



The COVID-19 pandemic continues to affect our business, including as a result of
changes in consumer and business behavior, investor 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
material, 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 in markets around the world. These ongoing
supply chain challenges and heightened logistic costs decreased gross margins in
the three and nine months ended October 31, 2022, and ChargePoint expects that
gross margins will continue to be adversely affected by increased material costs
and freight and logistic expenses through the remainder of the fiscal year
ending January 31, 2023.

As a result of the COVID-19 pandemic, ChargePoint initially modified its
business practices (including reducing employee travel, recommending that all
non-essential personnel work from home and canceling 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. In May
2022, ChargePoint
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commenced a "return-to-office" plan, which included shifting to a hybrid model
where employees have the flexibility to work from home or from the office. The
ongoing COVID-19 pandemic has resulted in government authorities implementing
numerous measures to try to contain the COVID-19 virus, such as travel bans and
restrictions, quarantines, stay-at-home or shelter-in-place orders and business
shutdowns. While these measures may be relaxed or revised in some areas, there
is no guarantee these measures will not be reinstated or resumed due to new or
emerging variants of COVID-19 or the inability or ineffectiveness of other
public health measures to limit the further spread of COVID-19. ChargePoint 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 as the result of the COVID-19 pandemic.

The ultimate full societal and economic impact of the COVID-19 pandemic remains
unknown and its duration and extent depend on current and future developments
that cannot be accurately predicted. It has already had an adverse effect on the
global economy, the persistence of which has varied over time and across the
geographies in which ChargePoint operates. The conditions caused by the COVID-19
pandemic, such as more prevalence of 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 margin as ChargePoint's commercial business contributes higher
margins than its residential and fleet businesses. Further, the COVID-19
pandemic could continue to disrupt supply chains and heighten component and
shipping pricing and logistics expenses and further adversely impact
ChargePoint's gross margins, 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 ChargePoint's business, results of operations and financial
condition.

Additionally, global economic uncertainty due to the impacts of the COVID-19
pandemic and other macroeconomic conditions, including inflation, interest rate
pressures and labor market disruptions, and related growing concerns of a
potential recession, have impacted customer behavior related to discretionary
spending and sentiment and could continue to impact such behaviors in the
future. Any resulting decline in the ability or willingness of customers, fleet
owners and operators to purchase our products or subscription services could
have an adverse impact on our results of operations and financial condition.

Results of Operations and Its Components

Revenue

Networked Charging Systems



Networked Charging Systems revenue consists of the deliveries of EV charging
system infrastructure, which include a range of Level 2 AC products for use in
residential, commercial and fleet applications, and Level 3 DC, or fast-charge
products for use in commercial and fleet applications. ChargePoint generally
recognizes revenue from sales of Networked Charging Systems upon shipment to the
customer, at which point ChargePoint's performance obligation is satisfied.

Subscriptions



Subscriptions revenue consists of services related to Cloud, as well as extended
maintenance service plans under Assure. Subscription revenue also includes CPaaS
revenue which combines the customer's use of ChargePoint's owned and operated
systems with Cloud and Assure programs into a single, typically multi-year
subscription.

In some instances, CPaaS subscriptions are considered for accounting purposes to
contain a lease for the customer's use of ChargePoint's owned and operated
systems unless the location allows the customer to receive incremental economic
benefit from regulatory credits earned on that EV charging system. Lessor
revenue relates to operating leases and historically has not been material.
Subscription revenue is generally recognized over time on a straight-line basis
as ChargePoint has an ongoing obligation to deliver such services to the
customer.

Other



Other revenue consists of fees received for transferring regulatory credits
earned for participating in low carbon fuel programs in some states, charging
related fees received from drivers using charging sites owned and operated by
ChargePoint, net transaction fees earned for processing payments collected on
driver charging sessions at charging sites owned by its customers, and other
professional services. Revenue from driver charging sessions and charging
transaction fees is recognized when the charging session or transaction is
completed. Revenue from regulatory credits is recognized when the regulatory
credits are transferred. Revenue from fees for owned and operated sites is
recognized over time on a straight-line basis over the
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performance period of the service contract as ChargePoint has an ongoing obligation to operate the sites. Revenue from professional services is recognized as the services are rendered.



For the remainder of fiscal year 2023, ChargePoint expects Networked Charging
Systems and subscriptions revenue to grow due to an increasing arrival rate of
EVs and the need for charging infrastructure to support them.

                                      October 31,
Networked Charging Systems        2022            2021                 Change
                                           (dollar amounts in thousands)
Three months ended            $  97,592       $  47,511       $  50,081       105.4  %
Percentage of total revenue        77.9  %         73.1  %

Nine months ended             $ 241,291       $ 115,185       $ 126,106       109.5  %
Percentage of total revenue        76.5  %         71.2  %


Networked Charging Systems revenue increased during the three and nine months
ended October 31, 2022 compared to the three and nine months ended October 31,
2021 primarily due to higher demand from customers in our three verticals,
resulting in higher volumes of Networked Charging Systems delivered across
ChargePoint's major product families.

                                      October 31,
Subscriptions                     2022            2021                Change
                                           (dollar amounts in thousands)
Three months ended            $   21,670       $ 13,397       $  8,273        61.8  %
Percentage of total revenue         17.3  %        20.6  %

Nine months ended             $   59,561       $ 36,303       $ 23,258        64.1  %
Percentage of total revenue         18.9  %        22.5  %


Subscriptions revenue increased during the three and nine months ended
October 31, 2022 compared to the three and nine months ended October 31, 2021
primarily due to growth in the number of Networked Charging Systems connected to
ChargePoint's network and covered by Assure warranty programs.

                                       October 31,
Other Revenue                      2022            2021                Change
                                           (dollar amounts in thousands)
Three months ended            $    6,079        $  4,126       $ 1,953        47.3  %
Percentage of total revenue          4.8   %         6.3  %

Nine months ended             $   14,415        $ 10,177       $ 4,238        41.6  %
Percentage of total revenue          4.6   %         6.3  %


Other revenue increased during the three and nine months ended October 31, 2022
compared to the three and nine months ended October 31, 2021 mainly due to an
increase in the volume of charging related fees received from drivers using
charging sites owned and operated by ChargePoint and net transaction fees earned
for processing payments collected on driver charging sessions at charging sites
owned by ChargePoint's customers.

Cost of Revenue

Networked Charging Systems

ChargePoint uses contract manufacturers to manufacture substantially all of its
Networked Charging Systems. ChargePoint's in-house manufacturing is typically
limited to initial development units and to early customer samples.
ChargePoint's cost of revenue for the sale of Networked Charging Systems
includes the contract manufacturer costs of finished goods and shipping and
handling. Cost of revenue for the sale of Networked Charging Systems also
consists of salaries and related personnel expenses, including stock-based
compensation, warranty provisions, depreciation of manufacturing related
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equipment and facilities, amortization of capitalized internal-use software, and
allocated facilities and information technology expenses. As revenue is
recognized, ChargePoint accounts for estimated warranty cost as a charge to cost
of revenue. The estimated warranty cost is based on historical and predicted
product failure rates and repair expenses.

Subscriptions



Cost of Subscriptions revenue includes salaries and related personnel expenses,
including stock-based compensation and third-party support costs to manage the
systems and helpdesk services for site hosts, network and wireless connectivity
costs for subscription services, field costs for Assure, depreciation of owned
and operated systems used in CPaaS arrangements, amortization of capitalized
internal-use software development costs and allocated facilities and information
technology expenses.

Other

Cost of other revenue includes depreciation and other costs for ChargePoint's
owned and operated charging sites, charging related processing charges, salaries
and related personnel expenses, including stock-based compensation, as well as
costs of professional services and other costs.

                                                     October 31,
Cost of Networked Charging Systems Revenue      2022              2021                        Change
                                                                (dollar amounts in thousands)
Three months ended                          $  85,821          $ 38,720          $  47,101                121.6  %
Percentage of networked charging systems
revenue                                          87.9  %           81.5  %

Nine months ended                           $ 216,439          $ 97,846          $ 118,593                121.2  %
Percentage of networked charging systems
revenue                                          89.7  %           84.9  %


Cost of Networked Charging Systems revenue increased during the three and nine months ended October 31, 2022 compared to the three and nine months ended October 31, 2021 primarily due to an increase in the number of Networked Charging Systems delivered.



                                               October 31,
Cost of Subscriptions Revenue              2022            2021                Change
                                                    (dollar amounts in thousands)
Three months ended                     $   13,400       $  7,637       $  5,763        75.5  %
Percentage of subscriptions revenue          61.8  %        57.0  %

Nine months ended                      $   37,305       $ 21,107       $ 16,198        76.7  %
Percentage of subscriptions revenue          62.6  %        58.1  %


Cost of subscriptions revenue increased during the three and nine months ended
October 31, 2022 compared to the three and nine months ended October 31, 2021
primarily due to increases in customer support headcount and resulting personnel
compensation and stock-based compensation increase driven by ChargePoint
expanding its Networked Charging Systems.

                                         October 31,
Cost of Other Revenue              2022                 2021               Change
                                             (dollar amounts in thousands)
Three months ended            $    3,439             $ 2,621       $   818        31.2  %
Percentage of other revenue         56.6   %            63.5  %

Nine months ended             $    8,581             $ 6,662       $ 1,919        28.8  %
Percentage of other revenue         59.5   %            65.5  %

Cost of other revenue increased during the three and nine months ended October 31, 2022 compared to the three and nine months ended October 31, 2021 primarily related to increased other operating costs.


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Gross Profit and Gross Margin



Gross profit is revenue less cost of revenue and gross margin is gross profit as
a percentage of revenue. ChargePoint offers a range of Networked Charging
Systems products which vary widely in selling price and associated gross margin.
For example, the product mix in ChargePoint's commercial business tends to
contribute higher gross margins than its product mix in its residential and
fleet businesses. Accordingly, ChargePoint's gross profit and gross margin have
varied and are expected to continue to vary from period to period due to revenue
levels; geographic, vertical and product mix; new product transition costs, its
efforts to optimize its operations and supply chain, and purchase price
variances it may need to pay due to component shortages or supply chain
disruptions.

In the long term, improvements in ChargePoint's gross profit and gross margin
will depend on its ability to continue to optimize its operations and supply
chain as it increases its revenue. However, at least in the short term, as mix
continues to vary and as ChargePoint continues to optimize for customer
acquisition and prioritize assurance of supply of its products as part of its
"land and expand" model, launch new Networked Charging Systems products, grow
its presence in Europe where it has not yet achieved economies of scale, and
expands its solutions for its fleet customers, gross margin will vary from
period to period. In addition, ChargePoint expects gross margins will continue
to be adversely affected by increased material costs due to industry-wide
component supply shortages, particularly due to the shortage of semiconductors,
and increased freight and logistic expenses through at least the remainder of
the fiscal year as a result of ongoing worldwide supply chain disruptions.

                                         October 31,
Gross Profit and Gross Margin        2022           2021                 Change
                                              (dollar amounts in thousands)
Three months ended               $  22,681       $ 16,056       $  6,625         41.3  %
Gross margin                          18.1  %        24.7  %        (6.6) %

Nine months ended                $  52,942       $ 36,050       $ 16,892         46.9  %
Gross margin                          16.8  %        22.3  %        (5.5) %


Gross profit increased during the three and nine months ended October 31, 2022
compared to the three and nine months ended October 31, 2021 primarily due to an
increase in Networked Charging Systems sales resulting from a larger number of
charging systems delivered and an increase in Subscriptions revenue.

Gross margin decreased during the three and nine months ended October 31, 2022
compared to the three and nine months ended October 31, 2021 primarily due (i)
to product mix changes towards lower gross margin products, (ii) higher purchase
price costs and increased logistic costs incurred as the result of component
shortages and supply chain challenges, (iii) new product transition costs, and
(iv) increases in customer support headcount and resulting personnel
compensation.

Research and Development Expenses



Research and development expenses consist primarily of salaries and related
personnel expenses, including stock-based compensation, for personnel related to
the development of improvements and expanded features for ChargePoint's products
and services, as well as quality assurance, testing, product management,
amortization of capitalized internal-use software, and allocated facilities and
information technology expenses. Research and development costs are typically
expensed as incurred.

ChargePoint expects its research and development expenses to increase on an absolute basis for the foreseeable future as ChargePoint continues to invest in research and development activities to achieve its technology and product roadmap.


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                                            October 31,
Research and Development Expenses       2022            2021                Change
                                                 (dollar amounts in thousands)
Three months ended                  $  48,132       $  36,751       $ 11,381        31.0  %
Percentage of total revenue              38.4  %         56.5  %

Nine months ended                   $ 148,237       $ 102,535       $ 45,702        44.6  %
Percentage of total revenue              47.0  %         63.4  %

Research and development expenses increased during the three months ended October 31, 2022 compared to the three months ended October 31, 2021 primarily due to an increase in personnel expenses resulting from headcount growth.



Research and development expenses increased during the nine months ended
October 31, 2022 compared to the nine months ended October 31, 2021 primarily
due to a $30.6 million increase in personnel expenses resulting from headcount
growth, and a $11.7 million increase in engineering materials and services
costs.

Sales and Marketing Expenses



Sales and marketing expenses consist primarily of salaries and related personnel
expenses, including stock-based compensation, sales commissions, professional
services fees, travel, marketing and promotional expenses, helpdesk services for
drivers, amortization of capitalized internal-use software, credit loss
expenses, and allocated facilities and information technology expenses.

ChargePoint expects its sales and marketing expenses to increase on an absolute
basis for the foreseeable future while it continues to add sales and marketing
personnel, expand its sales channels and expand in Europe.

                                         October 31,
Sales and Marketing Expenses         2022            2021                Change
                                              (dollar amounts in thousands)
Three months ended               $   35,382       $ 24,361       $ 11,021        45.2  %
Percentage of total revenue            28.2  %        37.5  %

Nine months ended                $  101,842       $ 62,258       $ 39,584        63.6  %
Percentage of total revenue            32.3  %        38.5  %


Sales and marketing expenses increased during the three months ended October 31,
2022 compared to the three months ended October 31, 2021 primarily due to a $7.2
million increase in personnel expenses resulting from headcount growth, as well
as commission increase resulting from revenue growth, and a $1.0 million
increase in amortization of acquired intangible assets.

Sales and marketing expenses increased during the nine months ended October 31,
2022 compared to the nine months ended October 31, 2021 primarily due to a $25.0
million increase in personnel expenses resulting from headcount growth, as well
as commission increase resulting from revenue growth, a $5.4 million increase in
amortization of acquired intangible assets, a $3.4 million increase in marketing
and consulting expenses, a $2.7 million increase in credit loss reserves and a
$2.6 million increase in travel expenses.

General and Administrative Expenses



General and administrative expenses consist primarily of salaries and related
personnel expenses, including stock-based compensation related to finance, legal
and human resource functions, contractor and professional services fees, audit
and compliance expenses, insurance costs, amortization of capitalized
internal-use software and general corporate expenses, including allocated
facilities and information technology expenses.

ChargePoint expects its general and administrative expenses to increase in
absolute dollars as it continues to grow its business and to operate as a public
company, including expenses necessary to comply with the rules and regulations
applicable to companies listed on a national securities exchange and related to
compliance and reporting obligations pursuant to the rules

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and regulations of the SEC, as well as higher expenses for director and officer insurance, investor relations and legal, accounting and other professional services.



                                                October 31,
General and Administrative Expense          2022            2021                Change
                                                    (dollar amounts in thousands)
Three months ended                     $   22,445        $ 20,268       $ 2,177        10.7  %
Percentage of total revenue                  17.9   %        31.2  %

Nine months ended                      $   66,339        $ 57,467       $ 8,872        15.4  %
Percentage of total revenue                  21.0   %        35.5  %


General and administrative expenses increased during the three months ended
October 31, 2022 compared to the three months ended October 31, 2021 primarily
due to a $3.3 million increase in personnel costs resulting from headcount
growth, and a $1.0 million increase in other operating expenses; offset by a
$2.5 million decrease in professional services fee related to acquisitions.

General and administrative expenses increased during the nine months ended
October 31, 2022 compared to the nine months ended October 31, 2021 primarily
due to a $5.6 million increase in personnel costs resulting from headcount
growth, a $3.7 million increase in consulting expense, and a $4.8 million
increase in other operating expenses; partially offset by a $5.9 million
decrease in professional services fees related to acquisitions and expenses
associated with an underwritten secondary offering of shares held by certain
selling stockholders.

Interest Income

Interest income consists primarily of interest earned on ChargePoint's cash, cash equivalents and short-term investments.



                                         October 31,
Interest Income                    2022                   2021               Change
                                              (dollar amounts in thousands)
Three months ended            $     1,905                $ 25       $ 1,880        7520.0  %
Percentage of total revenue           1.5   %               -  %

Nine months ended             $     3,471                $ 72       $ 3,399        4720.8  %
Percentage of total revenue           1.1   %               -  %

Interest income increased during the three and nine months ended October 31, 2022 as compared to the three and nine months ended October 31, 2021 due to interest from short-term investments.

Interest Expense



Interest expense consists primarily of the interest on ChargePoint's term loan,
which was paid off in March 2021, and the 2027 Convertible Notes issued in April
2022.

                                      October 31,
Interest Expense                  2022            2021                 Change
                                            (dollar amounts in thousands)
Three months ended            $   (2,606)      $     (3)      $ (2,603)      86766.7  %
Percentage of total revenue         (2.1) %           -  %

Nine months ended             $   (6,467)      $ (1,502)      $ (4,965)        330.6  %
Percentage of total revenue         (2.1) %        (0.9) %


Interest expense increased during the three and nine months ended October 31,
2022 compared to the three and nine months ended October 31, 2021 primarily due
to interest expense on the 2027 Convertible Notes that were issued in April
2022.

                                       47
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As of October 31, 2022, ChargePoint had an aggregate of $300.0 million in outstanding 2027 Convertible Notes, which mature in April 2027.

Change in Fair Value of Redeemable Convertible Preferred Stock Warrant Liability



Redeemable convertible preferred stock warrant liability was subject to
remeasurement to fair value at each balance sheet date. Changes in fair value of
redeemable convertible preferred stock warrant liability were recognized in the
condensed consolidated statements of operations. ChargePoint adjusted the
liability for changes in fair value until the earlier of the exercise or
expiration of the warrants and conversion of redeemable convertible preferred
stock into Common Stock.

There was no change in fair value of redeemable convertible preferred stock warrant liability for the three months ended October 31, 2022 and 2021 as both periods were zero.



                                                        October 31,
Change in Fair Value of Redeemable Convertible
Preferred Stock Warrant Liability                 2022              2021                        Change
                                                                   (dollar amounts in thousands)

Nine months ended                              $     -           $  9,237          $ (9,237)               (100.0) %
Percentage of total revenue                          -   %            5.7  %


The change in fair value of redeemable convertible preferred stock warrant
liability during the nine months ended October 31, 2022 compared to the nine
months ended October 31, 2021 was primarily due to changes in the fair value of
Legacy ChargePoint's redeemable convertible preferred stock through the date of
the Merger. As of October 31, 2022, ChargePoint had no outstanding redeemable
convertible preferred stock warrant liabilities.

Change in Fair Value of Common Stock Warrant Liabilities



Common stock warrant liabilities consisted of Public Warrants and private
placement warrants issued to NGP Switchback, LLC ("Private Placement Warrants")
which ChargePoint assumed in connection with the Merger and which were subject
to remeasurement to fair value at each balance sheet date. As of April 30, 2022,
all Public Warrants and Private Placement Warrants had been exercised or
redeemed.

                                                       October 31,
Change in Fair Value of Common Stock
Warrant Liability                               2022                  2021                         Change
                                                                   (dollar amounts in thousands)
Three months ended                          $       -              $ (2,429)         $   2,429                (100.0) %
Percentage of total revenue                         -   %              

(3.7) %



Nine months ended                           $     (24)             $ 30,911          $ (30,935)               (100.1) %
Percentage of total revenue                         -   %              19.1 

%




The change in fair value of common stock warrant liability during the three and
nine months ended October 31, 2022 compared to the three and nine months ended
October 31, 2021 was primarily due to changes in the fair value of Legacy
ChargePoint's common stock through the date of the Merger. As of October 31,
2022, ChargePoint had no outstanding common stock warrant liabilities.

Change in Fair Value of Contingent Earnout Liability



Contingent earnout liability was accounted for as a liability as of the date of
the Merger and remeasured to fair value until the Earnout Triggering Events (as
described in Note 11, Stock Warrants and Earnout, to the condensed consolidated
financial statements) were met for the first two tranches in March 2021 and the
corresponding Earnout Shares (as described in Note 11, Stock Warrants and
Earnout, to the condensed consolidated financial statements) were issued. In
March 2021, the remaining earnout liability converted to be accounted for as
equity. The Earnout Triggering Event was met for the third and final tranche in
June 2021, and in July 2021 the remaining Earnout Shares were issued.
                                       48
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The following table sets forth the changes in fair value of contingent earnout liability, which excludes the presentation for the three months ended October 31, 2022 and 2021, as both periods were zero.



                                                         October 31,
Change in Fair Value of Contingent Earnout
Liability                                        2022                    2021                         Change
                                                                     

(dollar amounts in thousands)



Nine months ended                            $       -                $ 84,420          $ (84,420)               (100.0) %
Percentage of total revenue                          -   %                52.2  %


The final Earnout Shares were issued in July 2021, and as such, there was no
remaining contingent earnout liability during the three and nine months ended
October 31, 2022. The Company recorded zero and $84.4 million change in fair
value of contingent earnout liability for the three and nine months ended
October 31, 2021, respectively, due to the decrease in the fair value of
ChargePoint's Common Stock after consummation of the Merger.

Transaction Costs Expensed



Transaction costs consist of legal, accounting, banking fees and other costs
that were directly related to the consummation of the Merger. Transaction costs
related to the issuance of shares were recognized in stockholders' equity
(deficit) while costs associated with the warrant liabilities and
non-capitalized amounts were expensed in the condensed consolidated statements
of operations upon the completion of the Merger on February 26, 2021.

The following table sets forth the transaction costs expensed, which excludes
the presentation for the three months ended October 31, 2022 and 2021 as both
periods were zero.

                                        October 31,
Transaction Costs Expensed      2022                  2021                 Change
                                             (dollar amounts in thousands)

Nine months ended             $   -                $ (7,031)      $ 7,031        (100.0) %
Percentage of total revenue       -   %                (4.3) %


During the three and nine months ended October 31, 2022, ChargePoint incurred no
further transaction costs related to the consummation of the Merger; during the
three and nine months ended October 31, 2021, ChargePoint expensed zero and $7.0
million out of $36.5 million total transaction costs, respectively, related to
the warrant liabilities assumed as part of the Merger.

Other Income (Expense), Net



Other income (expense), net consists primarily of foreign currency transaction
gains and losses.

                                       October 31,
Other Income (Expense), net        2022            2021                Change
                                           (dollar amounts in thousands)
Three months ended            $     (943)       $ (2,025)      $ 1,082       (53.4) %
Percentage of total revenue         (0.8)  %        (3.1) %

Nine months ended             $   (2,646)       $ (2,200)      $  (446)       20.3  %
Percentage of total revenue         (0.8)  %        (1.4) %

ChargePoint incurred lower net other expenses during the three months ended October 31, 2022 as compared to the three months ended October 31, 2021, due to favorable changes in foreign exchange rates.

ChargePoint incurred higher net other expenses during the nine months ended
October 31, 2022 as compared to the nine months ended October 31, 2021, due to
loss from disposal of fixed assets, partially offset by the favorable changes in
foreign exchange rates.
                                       49
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Provision for (Benefit from) Income Taxes

ChargePoint's provision for income taxes consists of federal, state and foreign
income taxes based on enacted federal, state and foreign tax rates, as adjusted
for allowable credits, deductions, uncertain tax positions, changes in deferred
tax assets and liabilities and changes in tax law. Due to the level of
historical losses, ChargePoint maintains a valuation allowance against U.S.
federal and state deferred tax assets as it has concluded it is more likely than
not that these deferred tax assets will not be realized.

                                                       October 31,
Provision for (Benefit from) Income Taxes        2022                2021                        Change
                                                                  (dollar amounts in thousands)
Three months ended                          $      (442)          $   (314)         $   (128)                 40.8  %
Percentage of loss before provision for
income taxes                                        0.5   %            0.5  %

Nine months ended                           $    (2,696)          $   (211)         $ (2,485)               1177.7  %
Percentage of loss before provision for
income taxes                                        1.0   %            0.3  %


The benefit from income taxes did not materially fluctuate during the three months ended October 31, 2022 as compared to the three months ended October 31, 2021.

The benefit from income taxes increased during the nine months ended October 31, 2022 as compared to the nine months ended October 31, 2021 primarily due to changes to deferred tax liability following a tax rate reduction in certain foreign jurisdictions.

Liquidity and Capital Resources

Sources of Liquidity

Historical Sources of Liquidity

ChargePoint has incurred net losses and negative cash flows from operations
since its inception, which it anticipates will continue for the foreseeable
future. To date, ChargePoint has funded its business primarily with proceeds
from the issuance of redeemable convertible preferred stock, proceeds from the
Merger, proceeds from the issuance of debt, including the 2027 Convertible
Notes, proceeds from warrant and option exercises for cash, and from customer
payments. As of October 31, 2022, ChargePoint had cash and cash equivalents,
short-term investments and restricted cash of $397.6 million. ChargePoint
believes that its cash on hand and cash generated from sales to customers will
satisfy its working capital and capital requirements for at least the next
twelve months.

From inception to October 31, 2022, ChargePoint has primarily raised cash proceeds from the sale of shares of redeemable convertible preferred stock and Common Stock, proceeds from debt, such as the 2027 Convertible Notes, and proceeds from the exercise of warrant and stock options.

In March 2021, ChargePoint repaid the entire 2018 Loan (as described in Part I, Item 1, Note 8, Debt, to the condensed consolidated financial statements) balance of $35.0 million plus accrued interest and prepayment fees of $1.2 million.

2027 Convertible Notes



In April 2022, ChargePoint completed a private placement of $300.0 million
aggregate principal amount of 2027 Convertible Notes, which will mature on April
1, 2027. The net proceeds from the sale of the 2027 Convertible Notes were
approximately $294.0 million after deducting initial purchaser discounts and
commissions and the Company's estimated offering expenses. ChargePoint expects
to use the net proceeds for general corporate purposes.

The 2027 Convertible Notes bear interest at 3.50% per annum, to the extent paid
in cash ("Cash Interest"), which is payable semi-annually in arrears on April
1st and October 1st of each year or 5.00% per annum through the issuance of
additional 2027 Convertible Notes ("PIK Interest"). The 2027 Convertible Notes
are convertible, based on the applicable conversion rate, into cash, shares of
ChargePoint Common Stock or a combination thereof, at ChargePoint's election.
The initial conversion rate was 41.6119 shares per $1,000 principal amount of
the 2027 Convertible Notes, subject to customary
                                       50
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anti-dilution adjustment in certain circumstances, which represented an initial conversion price of approximately $24.03 per share.

For additional details refer to Part I, Item 1, Note 8, "Debt," in ChargePoint's notes to condensed consolidated financial statements in this Quarterly Report.

Shelf Registration and ATM Facility



On July 1, 2022, ChargePoint filed a registration statement on Form S-3 (File
No. 333-265986) with the SEC (that was declared effective by the SEC on July 12,
2022), which permits the Company to offer up to $1.0 billion shares of Common
Stock, preferred stock, debt securities, warrants and rights in one or more
offerings and in any combination, including in units from time to time (the
"Shelf Registration Statement"). As part of the Shelf Registration Statement,
ChargePoint filed a prospectus supplement registering for sale from time to time
up to $500.0 million shares of Common Stock pursuant to the ATM Facility. As of
October 31, 2022, the Company has not conducted any sales under the ATM
Facility.

Long-Term Liquidity Requirements

ChargePoint has incurred net losses and negative cash flows from operations
since inception. Until ChargePoint can generate sufficient revenue to cover its
cost of sales, operating expenses, working capital and capital expenditures, it
expects to primarily fund cash needs through a combination of equity and debt
financing. ChargePoint may borrow funds on terms that may include restrictive
covenants, including covenants that restrict the operation of its business,
liens on assets, high effective interest rates and repayment provisions that
reduce cash resources and limit future access to capital markets. ChargePoint
expects to opportunistically seek access to additional funds through public or
private equity offerings or debt financings, including through potential sales
of Common Stock under its ATM Facility. If ChargePoint raises funds by issuing
equity securities or debt securities convertible into equity securities,
dilution to stockholders may result. Any equity securities issued may also
provide for rights, preferences or privileges senior to those of holders of
Common Stock. If ChargePoint raises funds by issuing debt securities, these debt
securities would have rights, preferences and privileges senior to those of
holders of Common Stockholders. The terms of debt securities or borrowings could
impose significant restrictions on ChargePoint's operations and expose
ChargePoint to enhanced risks associated with rising interest rates and elevated
inflation experienced globally during fiscal year 2023. The capital markets have
in the past, and may in the future, experience periods of higher volatility that
could impact the availability and cost of equity and debt financing.

ChargePoint's principal use of cash in recent periods has been funding its
operations, the acquisitions of ViriCiti and HTB, and investing in capital
expenditures. ChargePoint's future capital requirements will depend on many
factors, including its revenue growth rate, the timing and the amount of cash
received from customers, the expansion of sales and marketing activities, the
timing and extent of spending to support development efforts, expenses
associated with its international expansion, the introduction of network
enhancements and the continuing market adoption of its Networked Charging
Systems. In the future, ChargePoint may enter into arrangements to acquire or
invest in complementary businesses, products and technologies. ChargePoint may
be required to seek additional equity or debt financing beyond the amounts
available to it pursuant to the ATM Facility.

If ChargePoint requires additional financing, it may not be able to raise such
financing on acceptable terms or at all, particularly if certain unfavorable
economic and market conditions persist or worsen and intensify risks of a
potential recession or other economic downturn. If ChargePoint is unable to
raise additional capital or generate cash flows necessary to expand its
operations and invest in continued innovation, it may not be able to compete
successfully, which would harm its business, results of operations and financial
condition. If adequate funds are not available, ChargePoint may need to
reconsider its expansion plans or limit its research and development activities,
which could have a material adverse impact on its business prospects and results
of operations.
                                       51
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Cash Flows

For the Nine Months Ended October 31, 2022 and 2021



The following table sets forth a summary of ChargePoint's cash flows for the
periods indicated:

                                                                           Nine Months Ended
                                                                              October 31,
                                                                       2022                2021
                                                                            (in thousands)
Net cash (used in) provided by:
Operating activities                                               $ (216,651)         $ (109,083)
Investing activities                                                 (226,733)           (217,393)
Financing activities                                                  317,997             547,224

Effects of exchange rates on cash, cash equivalents, and restricted cash

                                                        (1,575)               (748)
Net increase (decrease) in cash, cash equivalents, and restricted
cash                                                               $ (126,962)         $  220,000

Net Cash Used in Operating Activities



During the nine months ended October 31, 2022, net cash used in operating
activities was $216.7 million, consisting primarily of a net loss of $266.4
million and an increase in net operating assets of $53.2 million, partially
offset by non-cash charges of $103.0 million. The increase in net operating
assets was primarily due to a $50.4 million increase in accounts receivable, a
$30.1 million increase in inventories, a $24.7 million increase in prepaid
expenses and other assets and a $3.6 million decrease in operating lease
liabilities partially offset by a $28.4 million increase in deferred revenue, a
$12.6 million increase in accrued and other liabilities and a $14.6 million
increase in accounts payable. The non-cash charges primarily consisted of $67.6
million of stock-based compensation expense, $20.3 million of depreciation,
amortization expense and amortization of deferred contract acquisition costs,
$3.5 million of non-cash operating lease cost and $11.5 million of reserves and
other costs.

During the nine months ended October 31, 2021, net cash used in operating
activities was $109.1 million, consisting primarily of a net loss of $72.1
million and non-cash charges of $49.3 million, partially offset by a decrease in
net operating assets of $12.3 million. The decrease in net operating assets was
primarily attributable to a $16.1 million increase in accrued and other
liabilities, a $10.6 million increase in accounts payable, a $3.5 million
decrease in inventories and a $29.7 million increase in deferred revenue,
partially offset by a $18.9 million increase in prepaid expenses and other
assets, a $26.6 million increase in accounts receivable and a $2.2 million
decrease in operating lease liabilities. The non-cash charges primarily
consisted of a $84.4 million change in fair value of contingent earnout
liability, a $30.9 million change in fair value of common stock warrant
liabilities, a $0.4 million change in deferred tax benefits and a $9.2 million
change in fair value of redeemable convertible preferred stock warrant
liability, partially offset by $51.9 million of stock-based compensation
expense, $7.0 million of transaction costs expenses, $11.4 million of
depreciation, amortization expense and amortization of deferred contract
acquisition costs, and $3.1 million of non-cash operating lease cost.

Net Cash (Used In) Provided by Investing Activities



During the nine months ended October 31, 2022, net cash used in investing
activities was $226.7 million consisting of cash paid for purchases of
short-term investments, which included marketable debt securities of $284.8
million, purchases of property and equipment of $14.1 million and cash paid for
acquisitions (net of cash acquired) related to the acquisition of HTB in the
prior year of $2.8 million, offset by cash received from maturities of
short-term investments of $75.0 million.

During the nine months ended October 31, 2021, net cash used in investing activities was $217.4 million consisting of cash paid for acquisitions, net of cash acquired, of $205.3 million and purchases of property and equipment of $12.1 million.

Net Cash Provided by Financing Activities



During the nine months ended October 31, 2022, net cash provided by financing
activities was $318.0 million, consisting of net proceeds from issuance of
convertible debt of $294.0 million, proceeds from the issuance of common stock
under employee equity plans of $10.8 million, net of tax withholding, proceeds
from the exercise of stock options and warrants of $6.4 million and change in
driver funds and amounts due to customers of $6.9 million.
                                       52
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During the nine months ended October 31, 2021, net cash provided by financing
activities was $547.2 million, consisting of net proceeds from Merger and PIPE
Financing of $511.6 million, proceeds from the exercise of warrants of $118.8
million and proceeds from exercises of vested and unvested stock options of $4.2
million, partially offset by payment of transaction costs related to the Merger
of $32.5 million, and payment of tax withholding obligations on settlement of
Earnout Shares of $20.9 million and repayment of borrowings of $36.1 million.

Off-Balance Sheet Arrangements

ChargePoint is not a party to any off-balance sheet arrangements.

Critical Accounting Policies and Estimates



The Company's discussion and analysis of its financial condition and results of
operations are based upon its condensed consolidated financial statements, which
have been prepared in accordance with generally accepted accounting principles
in the United States. The preparation of these condensed consolidated financial
statements requires ChargePoint to make estimates and assumptions that affect
the reported amounts of assets, liabilities, net sales and expenses. The Company
evaluates its estimates and assumptions on an ongoing basis, and base its
estimates on historical experience and on various other assumptions that
ChargePoint believes to be reasonable under the circumstances, the results of
which form the basis for the judgments ChargePoint makes about the carrying
value of assets and liabilities that are not readily apparent from other
sources. Because these estimates can vary depending on the situation, actual
results may differ from these estimates. Making estimates and judgments about
future events is inherently unpredictable and is subject to significant
uncertainties, some of which are beyond ChargePoint's control. Should any of
these estimates and assumptions change or prove to have been incorrect, it could
have a material impact on ChargePoint's results of operations, financial
position and statement of cash flows.

Other than the policies noted in Part I, Item 1, Note 2, Summary of Significant
Accounting Policies, in the Company's notes to condensed consolidated financial
statements in this Quarterly Report, there have been no material changes to its
critical accounting policies and estimates as compared to those disclosed in its
audited consolidated financial statements as of January 31, 2022 included in the
Company's Annual Report on Form 10-K filed with the SEC on April 4, 2022.

Recent Accounting Pronouncements

For a description of recent accounting pronouncements, including the expected dates of adoption and estimated effects, if any, on ChargePoint's condensed consolidated financial statements, see Part I, Item 1, Note 2, Summary of Significant Accounting Policies, in its notes to condensed consolidated financial statements in this Quarterly Report.

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