0001777393-22-000013.txt : 20220404 0001777393-22-000013.hdr.sgml : 20220404 20220404061347 ACCESSION NUMBER: 0001777393-22-000013 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 140 CONFORMED PERIOD OF REPORT: 20220131 FILED AS OF DATE: 20220404 DATE AS OF CHANGE: 20220404 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ChargePoint Holdings, Inc. CENTRAL INDEX KEY: 0001777393 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS TRANSPORTATION EQUIPMENT [3790] IRS NUMBER: 841747686 FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-39004 FILM NUMBER: 22800315 BUSINESS ADDRESS: STREET 1: 240 EAST HACIENDA AVENUE CITY: CAMPBELL STATE: CA ZIP: 95008 BUSINESS PHONE: (972) 514-9535 MAIL ADDRESS: STREET 1: 240 EAST HACIENDA AVENUE CITY: CAMPBELL STATE: CA ZIP: 95008 FORMER COMPANY: FORMER CONFORMED NAME: Switchback Energy Acquisition Corp DATE OF NAME CHANGE: 20190521 10-K 1 chpt-20220131.htm 10-K chpt-20220131
FALSE2022FY0001777393240 East Hacienda AvenueCampbellCAhttp://fasb.org/us-gaap/2021-01-31#AccountingStandardsUpdate201409Memberhttp://chargepoint.com/20220131#AccruedLiabilitiesAndOtherLiabilitiesCurrenthttp://chargepoint.com/20220131#AccruedLiabilitiesAndOtherLiabilitiesCurrentP1YP1YP1YP5YP10Y00017773932021-02-012022-01-3100017773932021-07-30iso4217:USD00017773932022-03-28xbrli:shares00017773932022-01-3100017773932021-01-31iso4217:USDxbrli:shares0001777393us-gaap:ProductMember2021-02-012022-01-310001777393us-gaap:ProductMember2020-02-012021-01-310001777393us-gaap:ProductMember2019-02-012020-01-310001777393us-gaap:LicenseAndServiceMember2021-02-012022-01-310001777393us-gaap:LicenseAndServiceMember2020-02-012021-01-310001777393us-gaap:LicenseAndServiceMember2019-02-012020-01-310001777393us-gaap:ProductAndServiceOtherMember2021-02-012022-01-310001777393us-gaap:ProductAndServiceOtherMember2020-02-012021-01-310001777393us-gaap:ProductAndServiceOtherMember2019-02-012020-01-3100017773932020-02-012021-01-3100017773932019-02-012020-01-310001777393chpt:RedeemableConvertiblePreferredStockWarrantMember2021-02-012022-01-310001777393chpt:RedeemableConvertiblePreferredStockWarrantMember2020-02-012021-01-310001777393chpt:RedeemableConvertiblePreferredStockWarrantMember2019-02-012020-01-310001777393chpt:CommonStockWarrantMember2021-02-012022-01-310001777393chpt:CommonStockWarrantMember2020-02-012021-01-310001777393chpt:CommonStockWarrantMember2019-02-012020-01-3100017773932019-01-310001777393us-gaap:CommonStockMember2019-01-310001777393us-gaap:AdditionalPaidInCapitalMember2019-01-310001777393us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-01-310001777393us-gaap:RetainedEarningsMember2019-01-3100017773932018-02-012019-01-310001777393us-gaap:RetainedEarningsMembersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2019-01-310001777393srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2019-01-310001777393chpt:SeriesHRedeemableConvertiblePreferredStockMember2019-02-012020-01-310001777393us-gaap:AdditionalPaidInCapitalMember2019-02-012020-01-310001777393us-gaap:CommonStockMember2019-02-012020-01-310001777393us-gaap:RetainedEarningsMember2019-02-012020-01-310001777393us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-02-012020-01-3100017773932020-01-310001777393us-gaap:CommonStockMember2020-01-310001777393us-gaap:AdditionalPaidInCapitalMember2020-01-310001777393us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-01-310001777393us-gaap:RetainedEarningsMember2020-01-310001777393us-gaap:AdditionalPaidInCapitalMember2020-02-012021-01-310001777393us-gaap:CommonStockMember2020-02-012021-01-310001777393us-gaap:RetainedEarningsMember2020-02-012021-01-310001777393us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-02-012021-01-310001777393us-gaap:CommonStockMember2021-01-310001777393us-gaap:AdditionalPaidInCapitalMember2021-01-310001777393us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-01-310001777393us-gaap:RetainedEarningsMember2021-01-310001777393us-gaap:CommonStockMember2021-02-012022-01-310001777393us-gaap:AdditionalPaidInCapitalMember2021-02-012022-01-310001777393us-gaap:RetainedEarningsMember2021-02-012022-01-310001777393us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-02-012022-01-310001777393us-gaap:CommonStockMember2022-01-310001777393us-gaap:AdditionalPaidInCapitalMember2022-01-310001777393us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-01-310001777393us-gaap:RetainedEarningsMember2022-01-310001777393chpt:ViriCitiMember2021-02-012022-01-310001777393chpt:ViriCitiMember2020-02-012021-01-310001777393chpt:ViriCitiMember2019-02-012020-01-310001777393us-gaap:PrivatePlacementMember2021-02-262021-02-2600017773932021-02-012021-02-280001777393srt:ScenarioPreviouslyReportedMember2021-01-310001777393srt:ScenarioPreviouslyReportedMember2021-10-310001777393srt:ScenarioPreviouslyReportedMember2021-04-300001777393srt:ScenarioPreviouslyReportedMember2021-07-310001777393us-gaap:CustomerConcentrationRiskMemberus-gaap:AccountsReceivableMemberchpt:LargestCustomerMember2020-02-012021-01-31xbrli:purechpt:segment0001777393srt:MinimumMemberus-gaap:FurnitureAndFixturesMember2021-02-012022-01-310001777393us-gaap:FurnitureAndFixturesMembersrt:MaximumMember2021-02-012022-01-310001777393srt:MinimumMemberus-gaap:ComputerEquipmentMember2021-02-012022-01-310001777393us-gaap:ComputerEquipmentMembersrt:MaximumMember2021-02-012022-01-310001777393srt:MinimumMemberus-gaap:MachineryAndEquipmentMember2021-02-012022-01-310001777393us-gaap:MachineryAndEquipmentMembersrt:MaximumMember2021-02-012022-01-310001777393chpt:ToolingMembersrt:MinimumMember2021-02-012022-01-310001777393chpt:ToolingMembersrt:MaximumMember2021-02-012022-01-310001777393chpt:OwnedAndOperatedSystemsMembersrt:MinimumMember2021-02-012022-01-310001777393chpt:OwnedAndOperatedSystemsMembersrt:MaximumMember2021-02-012022-01-310001777393srt:MinimumMember2021-02-012022-01-310001777393srt:MaximumMember2021-02-012022-01-310001777393chpt:PublicWarrantsMember2021-02-250001777393chpt:PrivateWarrantsMember2021-02-250001777393chpt:PrivateWarrantsMember2021-02-260001777393chpt:PublicWarrantsMemberus-gaap:CommonClassAMemberchpt:SwitchbackMember2021-02-260001777393chpt:PublicWarrantsMember2021-02-012022-01-310001777393chpt:PrivatePlacementWarrantsMember2021-02-012022-01-3100017773932023-02-012022-01-310001777393us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2022-01-310001777393us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2022-01-310001777393us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2022-01-310001777393us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2022-01-310001777393us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2022-01-310001777393us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2022-01-310001777393us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2022-01-310001777393us-gaap:FairValueMeasurementsRecurringMember2022-01-310001777393us-gaap:FairValueInputsLevel1Memberchpt:PrivatePlacementWarrantsMemberus-gaap:FairValueMeasurementsRecurringMember2022-01-310001777393us-gaap:FairValueInputsLevel2Memberchpt:PrivatePlacementWarrantsMemberus-gaap:FairValueMeasurementsRecurringMember2022-01-310001777393us-gaap:FairValueInputsLevel3Memberchpt:PrivatePlacementWarrantsMemberus-gaap:FairValueMeasurementsRecurringMember2022-01-310001777393chpt:PrivatePlacementWarrantsMemberus-gaap:FairValueMeasurementsRecurringMember2022-01-310001777393us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2021-01-310001777393us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2021-01-310001777393us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2021-01-310001777393us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2021-01-310001777393us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2021-01-310001777393us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2021-01-310001777393us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2021-01-310001777393us-gaap:FairValueMeasurementsRecurringMember2021-01-310001777393us-gaap:FairValueInputsLevel1Memberchpt:RedeemableConvertiblePreferredStockWarrantMemberus-gaap:FairValueMeasurementsRecurringMember2021-01-310001777393chpt:RedeemableConvertiblePreferredStockWarrantMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2021-01-310001777393chpt:RedeemableConvertiblePreferredStockWarrantMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2021-01-310001777393chpt:RedeemableConvertiblePreferredStockWarrantMemberus-gaap:FairValueMeasurementsRecurringMember2021-01-310001777393chpt:RedeemableConvertiblePreferredStockWarrantMemberus-gaap:FairValueInputsLevel3Memberus-gaap:WarrantMember2019-01-310001777393us-gaap:FairValueInputsLevel3Memberchpt:PrivatePlacementWarrantsMemberus-gaap:WarrantMember2019-01-310001777393us-gaap:FairValueInputsLevel3Memberchpt:ContingentConsiderationLiabilityMember2019-01-310001777393us-gaap:FairValueInputsLevel3Memberchpt:ContingentConsiderationLiabilityMemberchpt:EarnoutLiabilityViriCityMember2019-01-310001777393chpt:RedeemableConvertiblePreferredStockWarrantMemberus-gaap:FairValueInputsLevel3Memberus-gaap:WarrantMember2019-02-012020-01-310001777393us-gaap:FairValueInputsLevel3Memberchpt:PrivatePlacementWarrantsMemberus-gaap:WarrantMember2019-02-012020-01-310001777393us-gaap:FairValueInputsLevel3Memberchpt:ContingentConsiderationLiabilityMember2019-02-012020-01-310001777393us-gaap:FairValueInputsLevel3Memberchpt:ContingentConsiderationLiabilityMemberchpt:EarnoutLiabilityViriCityMember2019-02-012020-01-310001777393chpt:RedeemableConvertiblePreferredStockWarrantMemberus-gaap:FairValueInputsLevel3Memberus-gaap:WarrantMember2020-01-310001777393us-gaap:FairValueInputsLevel3Memberchpt:PrivatePlacementWarrantsMemberus-gaap:WarrantMember2020-01-310001777393us-gaap:FairValueInputsLevel3Memberchpt:ContingentConsiderationLiabilityMember2020-01-310001777393us-gaap:FairValueInputsLevel3Memberchpt:ContingentConsiderationLiabilityMemberchpt:EarnoutLiabilityViriCityMember2020-01-310001777393chpt:RedeemableConvertiblePreferredStockWarrantMemberus-gaap:FairValueInputsLevel3Memberus-gaap:WarrantMember2020-02-012021-01-310001777393us-gaap:FairValueInputsLevel3Memberchpt:PrivatePlacementWarrantsMemberus-gaap:WarrantMember2020-02-012021-01-310001777393us-gaap:FairValueInputsLevel3Memberchpt:ContingentConsiderationLiabilityMember2020-02-012021-01-310001777393us-gaap:FairValueInputsLevel3Memberchpt:ContingentConsiderationLiabilityMemberchpt:EarnoutLiabilityViriCityMember2020-02-012021-01-310001777393chpt:RedeemableConvertiblePreferredStockWarrantMemberus-gaap:FairValueInputsLevel3Memberus-gaap:WarrantMember2021-01-310001777393us-gaap:FairValueInputsLevel3Memberchpt:PrivatePlacementWarrantsMemberus-gaap:WarrantMember2021-01-310001777393us-gaap:FairValueInputsLevel3Memberchpt:ContingentConsiderationLiabilityMember2021-01-310001777393us-gaap:FairValueInputsLevel3Memberchpt:ContingentConsiderationLiabilityMemberchpt:EarnoutLiabilityViriCityMember2021-01-310001777393us-gaap:FairValueInputsLevel3Memberchpt:PrivatePlacementWarrantsMemberus-gaap:WarrantMember2021-02-012022-01-310001777393us-gaap:FairValueInputsLevel3Memberchpt:ContingentConsiderationLiabilityMember2021-02-012022-01-310001777393us-gaap:FairValueInputsLevel3Memberchpt:ContingentConsiderationLiabilityMemberchpt:EarnoutLiabilityViriCityMember2021-02-012022-01-310001777393chpt:RedeemableConvertiblePreferredStockWarrantMemberus-gaap:FairValueInputsLevel3Memberus-gaap:WarrantMember2021-02-012022-01-310001777393chpt:RedeemableConvertiblePreferredStockWarrantMemberus-gaap:FairValueInputsLevel3Memberus-gaap:WarrantMember2022-01-310001777393us-gaap:FairValueInputsLevel3Memberchpt:PrivatePlacementWarrantsMemberus-gaap:WarrantMember2022-01-310001777393us-gaap:FairValueInputsLevel3Memberchpt:ContingentConsiderationLiabilityMember2022-01-310001777393us-gaap:FairValueInputsLevel3Memberchpt:ContingentConsiderationLiabilityMemberchpt:EarnoutLiabilityViriCityMember2022-01-310001777393chpt:EarnoutLiabilityViriCityMember2021-02-012022-01-310001777393chpt:SeriesH1RedeemableConvertiblePreferredStockMemberchpt:SwitchbackMember2021-02-262021-02-260001777393chpt:SeriesH1RedeemableConvertiblePreferredStockMemberchpt:SwitchbackMember2021-02-260001777393chpt:SeriesHSeriesGSeriesFSeriesEAndSeriesDRedeemableConvertiblePreferredStockMemberchpt:SwitchbackMember2021-02-262021-02-260001777393chpt:SeriesHSeriesGSeriesFSeriesEAndSeriesDRedeemableConvertiblePreferredStockMemberchpt:SwitchbackMember2021-02-260001777393chpt:SeriesCRedeemableConvertiblePreferredStockMemberchpt:SwitchbackMember2021-02-262021-02-260001777393chpt:SeriesCRedeemableConvertiblePreferredStockMemberchpt:SwitchbackMember2021-02-260001777393chpt:SwitchbackMemberchpt:SeriesBConvertibleRedeemablePreferredStockMember2021-02-262021-02-260001777393chpt:SwitchbackMemberchpt:SeriesBConvertibleRedeemablePreferredStockMember2021-02-260001777393chpt:SeriesARedeemableConvertiblePreferredStockMemberchpt:SwitchbackMember2021-02-262021-02-260001777393chpt:SeriesARedeemableConvertiblePreferredStockMemberchpt:SwitchbackMember2021-02-260001777393chpt:SwitchbackMember2021-02-260001777393chpt:SwitchbackMember2021-02-262021-02-260001777393us-gaap:PrivatePlacementMemberchpt:SwitchbackMember2021-02-262021-02-260001777393us-gaap:PrivatePlacementMemberchpt:SwitchbackMember2021-02-26chpt:day0001777393chpt:PrivatePlacementWarrantsMemberchpt:SwitchbackMember2021-02-262021-02-260001777393chpt:PrivatePlacementWarrantsMemberchpt:SwitchbackMember2021-02-260001777393chpt:SwitchbackMemberchpt:SwitchbackMember2021-02-250001777393chpt:SwitchbackMemberchpt:SwitchbackMember2021-02-262021-02-260001777393chpt:SwitchbackMember2021-02-250001777393chpt:SwitchbackMemberus-gaap:AdditionalPaidInCapitalMember2021-02-262021-02-260001777393chpt:ViriCitiMember2021-08-112021-08-110001777393chpt:ViriCitiMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputPriceVolatilityMember2022-01-310001777393chpt:ViriCitiMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputPriceVolatilityMember2021-08-110001777393chpt:ViriCitiMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputRiskFreeInterestRateMember2022-01-310001777393chpt:ViriCitiMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputRiskFreeInterestRateMember2021-08-110001777393us-gaap:MeasurementInputExpectedTermMemberchpt:ViriCitiMemberus-gaap:FairValueInputsLevel3Member2022-01-310001777393us-gaap:MeasurementInputExpectedTermMemberchpt:ViriCitiMemberus-gaap:FairValueInputsLevel3Member2021-08-110001777393chpt:ViriCitiMember2021-08-110001777393chpt:ViriCitiMemberus-gaap:CustomerRelationshipsMember2021-08-110001777393chpt:ViriCitiMemberus-gaap:TechnologyBasedIntangibleAssetsMember2021-08-110001777393chpt:HTBMember2021-10-062021-10-060001777393chpt:HTBMember2021-10-060001777393us-gaap:SubsequentEventMemberchpt:HasToBeMember2022-02-022022-02-020001777393chpt:HTBMemberus-gaap:CustomerRelationshipsMember2021-10-060001777393chpt:HTBMemberus-gaap:TechnologyBasedIntangibleAssetsMember2021-10-060001777393chpt:HTBMember2021-02-012022-01-310001777393chpt:HTBMember2020-02-012021-01-310001777393chpt:ChargepointMember2021-02-012022-01-310001777393chpt:ChargepointMember2020-02-012021-01-310001777393chpt:ChargepointAndHTBMember2021-02-012022-01-310001777393chpt:ChargepointAndHTBMember2020-02-012021-01-310001777393chpt:ViriCitiMemberus-gaap:CustomerRelationshipsMember2022-01-310001777393chpt:ViriCitiMemberus-gaap:CustomerRelationshipsMember2021-02-012022-01-310001777393chpt:ViriCitiMemberus-gaap:TechnologyBasedIntangibleAssetsMember2022-01-310001777393chpt:ViriCitiMemberus-gaap:TechnologyBasedIntangibleAssetsMember2021-02-012022-01-310001777393chpt:HTBMemberus-gaap:CustomerRelationshipsMember2022-01-310001777393chpt:HTBMemberus-gaap:CustomerRelationshipsMember2021-02-012022-01-310001777393chpt:HTBMemberus-gaap:TechnologyBasedIntangibleAssetsMember2022-01-310001777393chpt:HTBMemberus-gaap:TechnologyBasedIntangibleAssetsMember2021-02-012022-01-3100017773932021-11-012022-01-310001777393us-gaap:FurnitureAndFixturesMember2022-01-310001777393us-gaap:FurnitureAndFixturesMember2021-01-310001777393chpt:ComputersAndSoftwareMember2022-01-310001777393chpt:ComputersAndSoftwareMember2021-01-310001777393us-gaap:MachineryAndEquipmentMember2022-01-310001777393us-gaap:MachineryAndEquipmentMember2021-01-310001777393chpt:ToolingMember2022-01-310001777393chpt:ToolingMember2021-01-310001777393us-gaap:LeaseholdImprovementsMember2022-01-310001777393us-gaap:LeaseholdImprovementsMember2021-01-310001777393chpt:OwnedAndOperatedSystemsMember2022-01-310001777393chpt:OwnedAndOperatedSystemsMember2021-01-310001777393us-gaap:ConstructionInProgressMember2022-01-310001777393us-gaap:ConstructionInProgressMember2021-01-310001777393srt:MinimumMember2022-01-310001777393srt:MaximumMember2022-01-310001777393us-gaap:LineOfCreditMemberus-gaap:MediumTermNotesMemberchpt:Loan2018Member2018-07-310001777393us-gaap:LineOfCreditMemberus-gaap:MediumTermNotesMemberchpt:Loan2018Member2022-01-310001777393us-gaap:LineOfCreditMemberus-gaap:MediumTermNotesMemberchpt:Loan2018Member2018-07-012018-07-310001777393us-gaap:LineOfCreditMemberus-gaap:MediumTermNotesMemberus-gaap:LondonInterbankOfferedRateLIBORMemberchpt:Loan2018Member2018-07-012018-07-310001777393us-gaap:LineOfCreditMemberus-gaap:MediumTermNotesMemberchpt:Loan2018Member2021-02-012022-01-310001777393us-gaap:LineOfCreditMemberus-gaap:MediumTermNotesMemberchpt:Loan2018Member2020-02-012021-01-310001777393us-gaap:LineOfCreditMemberus-gaap:MediumTermNotesMemberchpt:Loan2018Member2019-02-012020-01-310001777393us-gaap:LineOfCreditMember2021-03-012021-03-310001777393chpt:SeriesH1RedeemableConvertiblePreferredStockMember2020-02-012021-01-310001777393chpt:CommonStockWarrantExpiresIn2030Member2021-01-310001777393chpt:SeriesARedeemableConvertiblePreferredStockMember2021-01-310001777393chpt:SeriesBConvertibleRedeemablePreferredStockMember2021-01-310001777393chpt:SeriesCRedeemableConvertiblePreferredStockMember2021-01-310001777393chpt:SeriesDRedeemableConvertiblePreferredStockMember2021-01-310001777393chpt:SeriesERedeemableConvertiblePreferredStockMember2021-01-310001777393chpt:SeriesFRedeemableConvertiblePreferredStockMember2021-01-310001777393chpt:SeriesGRedeemableConvertiblePreferredStockMember2021-01-310001777393chpt:SeriesHRedeemableConvertiblePreferredStockMember2021-01-310001777393chpt:SeriesH1RedeemableConvertiblePreferredStockMember2021-01-310001777393chpt:SeriesARedeemableConvertiblePreferredStockMember2020-01-310001777393chpt:SeriesBConvertibleRedeemablePreferredStockMember2020-01-310001777393chpt:SeriesCRedeemableConvertiblePreferredStockMember2020-01-310001777393chpt:SeriesDRedeemableConvertiblePreferredStockMember2020-01-310001777393chpt:SeriesERedeemableConvertiblePreferredStockMember2020-01-310001777393chpt:SeriesFRedeemableConvertiblePreferredStockMember2020-01-310001777393chpt:SeriesGRedeemableConvertiblePreferredStockMember2020-01-310001777393chpt:SeriesHRedeemableConvertiblePreferredStockMember2020-01-310001777393chpt:SeriesARedeemableConvertiblePreferredStockMember2022-01-310001777393chpt:SeriesBConvertibleRedeemablePreferredStockMember2022-01-310001777393chpt:SeriesCRedeemableConvertiblePreferredStockMember2022-01-310001777393chpt:SeriesDRedeemableConvertiblePreferredStockMember2022-01-310001777393chpt:SeriesERedeemableConvertiblePreferredStockMember2022-01-310001777393chpt:SeriesFRedeemableConvertiblePreferredStockMember2022-01-310001777393chpt:SeriesGRedeemableConvertiblePreferredStockMember2022-01-310001777393chpt:SeriesHRedeemableConvertiblePreferredStockMember2022-01-310001777393chpt:SeriesH1RedeemableConvertiblePreferredStockMember2022-01-310001777393chpt:SeriesARedeemableConvertiblePreferredStockMember2021-02-012022-01-310001777393chpt:SeriesBConvertibleRedeemablePreferredStockMember2021-02-012022-01-310001777393chpt:SeriesCRedeemableConvertiblePreferredStockMember2021-02-012022-01-310001777393chpt:SeriesDRedeemableConvertiblePreferredStockMember2021-02-012022-01-310001777393chpt:SeriesERedeemableConvertiblePreferredStockMember2021-02-012022-01-310001777393chpt:SeriesFRedeemableConvertiblePreferredStockMember2021-02-012022-01-310001777393chpt:SeriesGRedeemableConvertiblePreferredStockMember2021-02-012022-01-310001777393chpt:SeriesHRedeemableConvertiblePreferredStockMember2021-02-012022-01-310001777393chpt:SeriesH1RedeemableConvertiblePreferredStockMember2021-02-012022-01-31chpt:director0001777393us-gaap:AdditionalPaidInCapitalMember2021-02-262021-02-2600017773932021-02-262021-02-2600017773932021-02-2600017773932021-02-25chpt:vote0001777393us-gaap:CumulativePreferredStockMember2022-01-310001777393us-gaap:CumulativePreferredStockMember2021-01-310001777393us-gaap:EmployeeStockOptionMember2022-01-310001777393us-gaap:EmployeeStockOptionMember2021-01-310001777393us-gaap:RestrictedStockUnitsRSUMember2022-01-310001777393us-gaap:RestrictedStockUnitsRSUMember2021-01-310001777393chpt:RedeemableConvertiblePreferredStockWarrantMember2022-01-310001777393chpt:RedeemableConvertiblePreferredStockWarrantMember2021-01-310001777393chpt:CommonStockWarrantMember2022-01-310001777393chpt:CommonStockWarrantMember2021-01-310001777393us-gaap:EmployeeStockMemberchpt:StockOptionPlan2017Member2022-01-310001777393us-gaap:EmployeeStockMemberchpt:StockOptionPlan2017Member2021-01-310001777393chpt:StockOptionPlan2021Member2022-01-310001777393chpt:StockOptionPlan2021Member2021-01-310001777393us-gaap:EmployeeStockMember2022-01-310001777393us-gaap:EmployeeStockMember2021-01-310001777393chpt:SeriesBDEPreferredStockMemberchpt:RedeemableConvertiblePreferredStockWarrantsMember2021-07-310001777393chpt:RedeemableConvertiblePreferredStockWarrantMemberus-gaap:MeasurementInputPriceVolatilityMember2021-02-260001777393chpt:RedeemableConvertiblePreferredStockWarrantMemberus-gaap:MeasurementInputPriceVolatilityMember2021-01-310001777393chpt:RedeemableConvertiblePreferredStockWarrantMemberus-gaap:MeasurementInputPriceVolatilityMember2020-01-310001777393chpt:RedeemableConvertiblePreferredStockWarrantMemberus-gaap:MeasurementInputRiskFreeInterestRateMember2021-02-260001777393chpt:RedeemableConvertiblePreferredStockWarrantMemberus-gaap:MeasurementInputRiskFreeInterestRateMember2021-01-310001777393chpt:RedeemableConvertiblePreferredStockWarrantMemberus-gaap:MeasurementInputRiskFreeInterestRateMember2020-01-310001777393chpt:RedeemableConvertiblePreferredStockWarrantMemberus-gaap:MeasurementInputExpectedDividendRateMember2021-02-260001777393chpt:RedeemableConvertiblePreferredStockWarrantMemberus-gaap:MeasurementInputExpectedDividendRateMember2021-01-310001777393chpt:RedeemableConvertiblePreferredStockWarrantMemberus-gaap:MeasurementInputExpectedDividendRateMember2020-01-310001777393us-gaap:MeasurementInputExpectedTermMemberchpt:RedeemableConvertiblePreferredStockWarrantMember2021-02-260001777393us-gaap:MeasurementInputExpectedTermMemberchpt:RedeemableConvertiblePreferredStockWarrantMember2021-01-310001777393us-gaap:MeasurementInputExpectedTermMemberchpt:RedeemableConvertiblePreferredStockWarrantMember2020-01-310001777393chpt:LegacyChargepointMemberus-gaap:PreferredStockMember2022-01-310001777393chpt:LegacyChargepointMemberus-gaap:CommonStockMember2022-01-310001777393us-gaap:CommonStockMember2021-02-260001777393chpt:LegacyChargepointMemberchpt:LegacyCommonAndPreferredStockWarrantsMemberus-gaap:CommonStockMember2021-02-012022-01-310001777393chpt:LegacyChargepointMemberus-gaap:CommonStockMember2021-02-012022-01-310001777393chpt:LegacyCommonAndPreferredStockWarrantsMember2021-02-012022-01-310001777393chpt:CommonStockWarrantExpiresIn2030Member2022-01-310001777393srt:MinimumMemberchpt:CommonStockWarrantExpiresIn2030Member2022-01-310001777393srt:MaximumMemberchpt:CommonStockWarrantExpiresIn2030Member2022-01-310001777393chpt:CommonStockWarrantExpiresIn2028Through2030Member2022-01-310001777393chpt:CommonStockWarrantExpiresIn2030Member2021-02-260001777393srt:MinimumMemberchpt:CommonStockWarrantExpiresIn2030Member2021-01-310001777393srt:MaximumMemberchpt:CommonStockWarrantExpiresIn2030Member2021-01-310001777393chpt:CommonStockWarrantExpiresIn2028Through2030Member2021-02-260001777393chpt:CommonStockWarrantMember2021-02-260001777393chpt:CommonStockWarrantExpiresIn2028Through2030Member2021-01-310001777393chpt:PrivatePlacementWarrantsMember2022-01-310001777393chpt:PrivatePlacementWarrantsMemberus-gaap:MeasurementInputSharePriceMember2022-01-310001777393chpt:PrivatePlacementWarrantsMemberus-gaap:MeasurementInputSharePriceMember2021-02-260001777393us-gaap:MeasurementInputExercisePriceMemberchpt:PrivatePlacementWarrantsMember2022-01-310001777393us-gaap:MeasurementInputExercisePriceMemberchpt:PrivatePlacementWarrantsMember2021-02-260001777393us-gaap:MeasurementInputExpectedTermMemberchpt:PrivatePlacementWarrantsMember2022-01-310001777393us-gaap:MeasurementInputExpectedTermMemberchpt:PrivatePlacementWarrantsMember2021-02-260001777393chpt:PrivatePlacementWarrantsMemberus-gaap:MeasurementInputPriceVolatilityMember2022-01-310001777393chpt:PrivatePlacementWarrantsMemberus-gaap:MeasurementInputPriceVolatilityMember2021-02-260001777393chpt:PrivatePlacementWarrantsMemberus-gaap:MeasurementInputRiskFreeInterestRateMember2022-01-310001777393chpt:PrivatePlacementWarrantsMemberus-gaap:MeasurementInputRiskFreeInterestRateMember2021-02-260001777393chpt:PrivatePlacementWarrantsMemberus-gaap:MeasurementInputExpectedDividendRateMember2022-01-310001777393chpt:PrivatePlacementWarrantsMemberus-gaap:MeasurementInputExpectedDividendRateMember2021-02-260001777393chpt:PublicWarrantsMember2021-06-040001777393chpt:PublicWarrantsMember2021-07-062021-07-060001777393chpt:PublicWarrantsMember2021-07-060001777393chpt:PublicWarrantsMember2022-01-310001777393chpt:LegacyCommonAndPreferredStockWarrantsMember2021-01-310001777393chpt:PrivatePlacementWarrantsMember2021-01-310001777393chpt:PublicWarrantsMember2021-01-310001777393chpt:LegacyCommonAndPreferredStockWarrantsMember2022-01-310001777393chpt:LegacyChargePointSharesMember2021-02-262021-02-260001777393chpt:SharePriceGreaterOrEqualFifteenUsdMemberMemberchpt:EarnoutTriggeringEventMemberus-gaap:CommonStockMember2022-01-310001777393chpt:SharePriceGreaterOrEqualTwentyUsdMemberchpt:EarnoutTriggeringEventMember2022-01-310001777393chpt:SharePriceGreaterOrEqualThirtyUsdMemberchpt:EarnoutTriggeringEventMemberus-gaap:CommonStockMember2022-01-310001777393chpt:EarnoutSharesMember2021-02-260001777393us-gaap:MeasurementInputSharePriceMember2021-03-120001777393us-gaap:MeasurementInputSharePriceMember2021-02-260001777393us-gaap:MeasurementInputPriceVolatilityMember2021-03-120001777393us-gaap:MeasurementInputPriceVolatilityMember2021-02-260001777393us-gaap:MeasurementInputRiskFreeInterestRateMember2021-03-120001777393us-gaap:MeasurementInputRiskFreeInterestRateMember2021-02-260001777393us-gaap:MeasurementInputExpectedDividendRateMember2021-03-120001777393us-gaap:MeasurementInputExpectedDividendRateMember2021-02-260001777393us-gaap:MeasurementInputExpectedTermMember2021-03-120001777393us-gaap:MeasurementInputExpectedTermMember2021-02-2600017773932021-03-122021-03-1200017773932021-03-190001777393chpt:TriggeringEvent15And20VWAPPerShareThresholdsMember2021-03-120001777393chpt:TriggeringEvent15And20VWAPPerShareThresholdsMembersrt:MinimumMember2021-02-260001777393chpt:TriggeringEvent15And20VWAPPerShareThresholdsMembersrt:MaximumMember2021-02-260001777393chpt:TriggeringEvent30VWAPPerShareThresholdMember2021-03-120001777393chpt:TriggeringEvent30VWAPPerShareThresholdMember2021-02-2600017773932021-06-292021-06-290001777393chpt:TriggeringEvent30VWAPPerShareThresholdMember2021-06-2900017773932021-07-010001777393chpt:CostOfGoodsAndServicesSoldMember2021-02-012022-01-310001777393chpt:CostOfGoodsAndServicesSoldMember2020-02-012021-01-310001777393chpt:CostOfGoodsAndServicesSoldMember2019-02-012020-01-310001777393us-gaap:ResearchAndDevelopmentExpenseMember2021-02-012022-01-310001777393us-gaap:ResearchAndDevelopmentExpenseMember2020-02-012021-01-310001777393us-gaap:ResearchAndDevelopmentExpenseMember2019-02-012020-01-310001777393us-gaap:SellingAndMarketingExpenseMember2021-02-012022-01-310001777393us-gaap:SellingAndMarketingExpenseMember2020-02-012021-01-310001777393us-gaap:SellingAndMarketingExpenseMember2019-02-012020-01-310001777393us-gaap:GeneralAndAdministrativeExpenseMember2021-02-012022-01-310001777393us-gaap:GeneralAndAdministrativeExpenseMember2020-02-012021-01-310001777393us-gaap:GeneralAndAdministrativeExpenseMember2019-02-012020-01-310001777393us-gaap:EmployeeStockOptionMember2021-02-012022-01-310001777393us-gaap:EmployeeStockOptionMember2020-02-012021-01-310001777393us-gaap:EmployeeStockOptionMember2019-02-012020-01-310001777393us-gaap:EmployeeStockMember2021-02-012022-01-310001777393us-gaap:EmployeeStockMember2020-02-012021-01-310001777393us-gaap:EmployeeStockMember2019-02-012020-01-310001777393us-gaap:RestrictedStockUnitsRSUMember2021-02-012022-01-310001777393us-gaap:RestrictedStockUnitsRSUMember2020-02-012021-01-310001777393us-gaap:RestrictedStockUnitsRSUMember2019-02-012020-01-310001777393chpt:EquityIncentivePlan2021Member2021-02-252021-02-250001777393chpt:EquityIncentivePlan2021Member2021-02-250001777393chpt:StockOptionPlan2021Member2021-02-012022-01-310001777393chpt:StockPlan2017Member2022-01-310001777393chpt:StockPlan2007Member2022-01-310001777393srt:ChiefExecutiveOfficerMemberchpt:StockPlan2017Member2020-06-012020-06-300001777393srt:ChiefExecutiveOfficerMemberchpt:StockPlan2017Member2022-01-310001777393srt:ChiefExecutiveOfficerMemberchpt:StockPlan2017Member2021-01-310001777393srt:ChiefExecutiveOfficerMemberus-gaap:EmployeeStockOptionMemberchpt:StockPlan2017Member2021-02-012022-01-310001777393us-gaap:EmployeeStockOptionMemberchpt:StockPlan2017Member2021-02-012022-01-310001777393us-gaap:EmployeeStockOptionMemberchpt:StockPlan2017Member2020-02-012021-01-310001777393us-gaap:EmployeeStockOptionMemberchpt:StockPlan2017Member2019-02-012020-01-310001777393us-gaap:EmployeeStockOptionMembersrt:MinimumMember2020-02-012021-01-310001777393us-gaap:EmployeeStockOptionMembersrt:MaximumMember2020-02-012021-01-310001777393us-gaap:EmployeeStockOptionMembersrt:MinimumMember2019-02-012020-01-310001777393us-gaap:EmployeeStockOptionMembersrt:MaximumMember2019-02-012020-01-310001777393us-gaap:EmployeeStockMembersrt:MinimumMember2021-02-012022-01-310001777393us-gaap:EmployeeStockMembersrt:MaximumMember2021-02-012022-01-310001777393us-gaap:DomesticCountryMember2022-01-310001777393us-gaap:DomesticCountryMember2021-01-310001777393us-gaap:StateAndLocalJurisdictionMember2022-01-310001777393chpt:CaliforniaTaxAuthorityMember2022-01-310001777393srt:AffiliatedEntityMember2021-02-012022-01-310001777393srt:AffiliatedEntityMember2020-02-012021-01-310001777393srt:AffiliatedEntityMember2019-02-012020-01-310001777393srt:AffiliatedEntityMember2022-01-310001777393srt:AffiliatedEntityMember2021-01-310001777393country:US2021-02-012022-01-310001777393country:US2020-02-012021-01-310001777393country:US2019-02-012020-01-310001777393us-gaap:NonUsMember2021-02-012022-01-310001777393us-gaap:NonUsMember2020-02-012021-01-310001777393us-gaap:NonUsMember2019-02-012020-01-310001777393country:US2022-01-310001777393country:US2021-01-310001777393country:NL2022-01-310001777393country:NL2021-01-310001777393us-gaap:NonUsMember2022-01-310001777393us-gaap:NonUsMember2021-01-310001777393us-gaap:RedeemableConvertiblePreferredStockMember2021-02-012022-01-310001777393us-gaap:RedeemableConvertiblePreferredStockMember2020-02-012021-01-310001777393us-gaap:RedeemableConvertiblePreferredStockMember2019-02-012020-01-310001777393us-gaap:EmployeeStockOptionMember2021-02-012022-01-310001777393us-gaap:EmployeeStockOptionMember2020-02-012021-01-310001777393us-gaap:EmployeeStockOptionMember2019-02-012020-01-310001777393chpt:UnvestedRestrictedCommonStockMember2021-02-012022-01-310001777393chpt:UnvestedRestrictedCommonStockMember2020-02-012021-01-310001777393chpt:UnvestedRestrictedCommonStockMember2019-02-012020-01-310001777393us-gaap:RestrictedStockUnitsRSUMember2021-02-012022-01-310001777393us-gaap:RestrictedStockUnitsRSUMember2020-02-012021-01-310001777393us-gaap:RestrictedStockUnitsRSUMember2019-02-012020-01-310001777393chpt:ShareBasedPaymentArrangementOptionsUnvestedEarlyExercisedMember2021-02-012022-01-310001777393chpt:ShareBasedPaymentArrangementOptionsUnvestedEarlyExercisedMember2020-02-012021-01-310001777393chpt:ShareBasedPaymentArrangementOptionsUnvestedEarlyExercisedMember2019-02-012020-01-310001777393chpt:RedeemableConvertiblePreferredStockWarrantMember2021-02-012022-01-310001777393chpt:RedeemableConvertiblePreferredStockWarrantMember2020-02-012021-01-310001777393chpt:RedeemableConvertiblePreferredStockWarrantMember2019-02-012020-01-310001777393chpt:CommonStockWarrantMember2021-02-012022-01-310001777393chpt:CommonStockWarrantMember2020-02-012021-01-310001777393chpt:CommonStockWarrantMember2019-02-012020-01-310001777393us-gaap:EmployeeStockMember2021-02-012022-01-310001777393us-gaap:EmployeeStockMember2020-02-012021-01-310001777393us-gaap:EmployeeStockMember2019-02-012020-01-31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 10-K
___________________________________
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 2022
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission file number 001-39004
___________________________________
ChargePoint Holdings, Inc.
(Exact name of registrant as specified in its charter)
___________________________________
Delaware84-1747686
(State or other jurisdiction of
incorporation or organization)
(I.R.S. 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
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
Securities registered pursuant to section 12(g) of the Act:
Common Shares
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of voting stock held by non-affiliates of the Registrant on July 30, 2021, the last business day of the Registrant’s most recently completed second fiscal quarter, based on the closing price of $23.65 for shares of the Registrant’s common stock as reported by the New York Stock Exchange, was approximately $3.1 billion. Shares of common stock beneficially owned by each executive officer, director, and their affiliated holders have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
The registrant had outstanding 335,940,082 shares of common stock as of March 28, 2022.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive proxy statement relating to its 2022 annual meeting of shareholders (the “2022 Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2022 Proxy Statement will be filed with the U.S. Securities Exchange Commission within 120 days after the end of the fiscal year to which this report relates.

Table of Contents
Page
2

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This annual report on Form 10-K (this “Annual Report”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of present or historical fact included in this Annual Report, regarding the future financial performance of ChargePoint Holdings, Inc. (“ChargePoint” or the “Company”), as well as ChargePoint’s strategy, future operations, future operating results, financial position, expectations regarding revenue, losses, and costs, margins, prospects, plans and objectives of management are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “continue,” “project” or the negative of such terms and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements are based on various assumptions, whether or not identified herein, and on the current expectations of ChargePoint’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of, fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions, and such differences may be material. Many actual events and circumstances are beyond the control of ChargePoint. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about ChargePoint that may cause the actual results, level of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. If any of these risks materialize or ChargePoint’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that ChargePoint does not presently know or that ChargePoint currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect ChargePoint’s expectations, plans or forecasts of future events and views as of the date hereof. ChargePoint anticipates that subsequent events and developments will cause ChargePoint’s assessments to change. These forward-looking statements should not be relied upon as representing ChargePoint’s assessments as of any date subsequent to the date hereof. Accordingly, undue reliance should not be placed upon the forward-looking statements. ChargePoint cautions you that these forward-looking statements are subject to numerous risk and uncertainties, most of which are all difficult to predict and many of which are beyond the control of ChargePoint.
The following factors, among others, could cause actual results to differ materially from forward-looking statements:
•ChargePoint’s success in retaining or recruiting, or changes in, its officers, key employees or directors;
•changes in applicable laws or regulations;
•the impact of the coronavirus (“COVID-19”) pandemic on the overall economy and ChargePoint’s results of operations, financial position and cash flows;
•supply chain disruptions and expense increases, including those contributed by the ongoing COVID-19-pandemic and conflict between the Ukraine and Russia;
•delays in new product introductions;
•ChargePoint’s ability to expand its business in Europe;
•ChargePoint’s ability to integrate newly acquired assets and businesses into ChargePoint’s own business and the expected benefits from newly acquired assets to ChargePoint, its customers and its market position;
•the electric vehicle (“EV”) market may not grow as expected;
•ChargePoint may not attract a sufficient number of fleet owners or operators as customers;
•incentives from governments or utilities may not materialize or may be reduced, which could reduce demand for EVs, or the portion of regulatory credits that customers claim may increase, which would reduce ChargePoint’s revenue from this source;
•the impact of competing technologies or technological changes could reduce the demand for EVs or otherwise adversely affect the EV market or our business;
•data security breaches or other network outages;
•ChargePoint’s ability to remediate its material weaknesses in internal control over financial reporting;
3
•the possibility that ChargePoint may be adversely affected by other economic, business or competitive factors; and
•any further changes to ChargePoint’s financial statements that may be required due to SEC comments to this Annual Report, or further guidance regarding the accounting treatment of the Public Warrants and the Private Placement Warrants (each as defined below), and the quantitative effects of the restatement of Switchback Energy Acquisition Corporation’s (“Switchback”) consolidated historical financial statements.
The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other risk factors included herein. Forward-looking statements reflect current views about ChargePoint’s plans, strategies and prospects, which are based on information available as of the date of this Annual Report. Except to the extent required by applicable law, ChargePoint undertakes no obligation (and expressly disclaims any such obligation) to update or revise the forward-looking statements whether as a result of new information, future events or otherwise.
4
PART I
Item 1. Business.
ChargePoint Holdings, Inc. (“ChargePoint”) is a leading electric vehicle (“EV”) charging technology solutions provider, and is creating a new fueling network to move people and goods on electricity.
ChargePoint is driving the shift to electric mobility by providing networked charging solutions in North America and Europe for all segments: commercial (e.g., retail, workplace, parking, recreation, education and highway fast charge), fleet (e.g., delivery, logistics, motor pool, transit and shared mobility) and residential (e.g., homes, apartments and condominiums). As of January 31, 2022, ChargePoint has activated approximately 174,000 ports on its network, including approximately 11,500 DC ports, excluding single family home ports. ChargePoint’s roaming integrations enable EV drivers to access more than 300,000 additional ports in North America and Europe through ChargePoint’s mobile and in-dash applications.
ChargePoint believes its business model is distinct in the EV charging industry. ChargePoint is a technology provider that sells networked charging hardware, cloud-based software services (“Cloud” or “Cloud Services”) and extended parts and labor warranty solutions (“Assure”) to customers to enable electrification. ChargePoint does not sell networked charging hardware without its software. In addition, ChargePoint rarely owns EV charging assets nor does it try to profit from electricity or driver charging fees. Accordingly, ChargePoint believes its operating model allows it to scale active network ports more cost efficiently as compared to other models in the EV industry, where the charging station provider owns and operates the unit, and it gives the site owner or operator full control over branding, access, pricing and policies in an effort to ensure a positive driver experience.
ChargePoint’s networked charging solutions can charge most types of EVs—cars, trucks, delivery vehicles, buses, yard tractors and 18-wheelers—regardless of manufacturer. ChargePoint believes it will benefit directly and proportionately from the broad electrification trend because it does not need to identify which vehicles will come first or which segments or manufacturers will be successful. For example, as an early entrant in the EV charging industry, ChargePoint has seen a correlation between new passenger EV sales in North America and its charging port growth in North America, which gives ChargePoint confidence in its growth prospects going forward as its verticals and geographic markets continue to go electric.

By calendar year 2021, most major manufacturers of passenger cars, trucks of all sizes, buses and industrial vehicles have committed to electrification, and governments have made it clear from both policy and funding perspectives that the future of transportation is electric. For example, passenger EV sales are expected to increase from 2.7% of new vehicles sold in 2019 to 43.2% in 2030 in the United States and Europe according to the Bloomberg New Energy Finance Electric Vehicle Outlook (the “BNEF Report”). Additional factors propelling this shift to electrification include existing and proposed fossil fuel bans or restrictions, transit electrification mandates and utility incentive programs. With these trends, the BNEF Report projects that the cumulative EV charging infrastructure investment in North America and Europe is expected to be approximately $121 billion by 2030 and increase to approximately $307 billion by 2040.
ChargePoint is focused on supporting a sustainable future. Since 2007, ChargePoint has powered approximately 3.6 billion electric miles driven, avoiding approximately 145 million gallons of gasoline and over 600,000 metric tons of greenhouse gas emissions as of January 31, 2022. ChargePoint estimates the avoided amount of greenhouse gas emissions equates to planting approximately 14 million tree seedlings, capturing carbon from 1,000,000 acres of U.S. forests and recycling 36 million bags of waste, according to the United States Environmental Protection Agency’s Greenhouse Gas Equivalencies.

The ChargePoint Model for EV Fueling

Because vehicles spend most of their time parked and electricity is pervasively and safely distributed, fueling can shift to a model where vehicles charge where they are parked and while their drivers—individual or fleet—are doing something else. Locations where vehicles are parked will offer fueling with charging speeds matched to the natural parking duration, or dwell time, of vehicles at the site. Matching charging speeds to dwell time is a critical component in charging station site design and solution selection.
Accordingly, with application-specific exceptions such as occasional drives beyond a passenger vehicle’s battery range or the need to support centralized fleet depots, ChargePoint believes EV charging will be primarily a top-up model and that fueling will transition from an inconvenient, dedicated stop at a destination to convenient charging mapped to the dwell time of the vehicle, whether passenger or fleet. For example, ChargePoint believes that passenger EV drivers will typically charge overnight at home or during the day at work, top-up with Level 2 alternating current (“AC”) charging while parked at a shopping center for a few hours, and access Level 3 direct current (“DC”) charging for occasional road trips. ChargePoint also believes that fleet vehicles will typically charge overnight, but with infrastructure mapped to vehicle types, dwell time and route lengths. To meet these needs in an integrated way, ChargePoint offers a platform of products, Cloud subscriptions, Assure warranty coverage and professional services enabling turn-key development of charging at most locations and applications.
ChargePoint is tackling the growing addressable electric vehicle charging market one parking lot at a time. ChargePoint’s business model (a) encourages businesses and fleets to invest in charging infrastructure, in essence “crowdsourcing” the buildout of EV charging infrastructure, (b) is designed to deliver consistent revenue aligned closely to EV sales growth, and (c) provides a quality experience for businesses and drivers that yields significant network effects. ChargePoint sells networked charging hardware and
5
recurring Cloud subscriptions and services primarily to commercial, fleet and residential customers. With few exceptions, ChargePoint does not own charging sites or stations, monetize the sale of energy to support asset ownership returns, or monetize driver access to stations. In other words, ChargePoint does not depend on utilization rates and site selection, and provides the site owner, or host, full control over branding, access, pricing and policies. As a result, ChargePoint believes it has a differentiated business model versus others who deny hosts the right to control the charging experience with their customers and employees and offer minimal or no network effects. And because customers own the charging infrastructure or can partner with a third-party owner-operator, ChargePoint can focus its capital on product development, customer acquisition and public policy to drive innovation, competition and customer choice in the market.
ChargePoint continues to optimize its operating model, combining comprehensive, high quality networked charging hardware and Cloud subscriptions with turn-key support and Assure warranty services. ChargePoint believes this approach is unique in the industry, creates significant network effects and, when combined with ChargePoint’s first mover advantage, provides the potential for recurring revenue. ChargePoint’s user experience is designed to generate high driver satisfaction and awareness and to keep site hosts engaged and loyal. This creates a virtuous cycle of brand awareness, recurring Cloud revenue and meaningful charging footprint growth with existing customers, all supported by mass market EV adoption.
The Portfolio
ChargePoint primarily generates revenue through the sale of networked charging hardware, combined with its Cloud Services billed as a subscription, and available through each charging port. ChargePoint also provides an extended parts and labor warranty, Assure, as an annual subscription. ChargePoint offers both an upfront sale of the charging stations with separate payment for Cloud Services and Assure, or ChargePoint as a Service, referred to as CPaaS, in which charging station hardware, Cloud Services and Assure are bundled into an annual subscription.
•Hardware Portfolio Powered by Cloud Services. ChargePoint believes it offers among the industry’s leading hardware for Level 2 AC and Level 3 DC charging, and does not sell these solutions without a Cloud Services subscription. ChargePoint’s solutions deliver differentiated features and high efficiency in power and footprint, with a modular and scalable architecture created for high availability, easy expansion and efficient serviceability. ChargePoint thoroughly tests its products, including interoperability checks for different types of EVs, for a range of functional, climate and environmental conditions and for high, long-term reliability. ChargePoint’s stations are available with customizable video and signage options for customers who want to promote their brand.
•Advanced Cloud Services to Scale Charging Infrastructure. ChargePoint’s network, sold as a Cloud Services subscription, enables commercial and fleet customers to manage charging in their parking lots and depots. Features are tuned for a variety of settings. Retailers can optimize charging station locations and pricing for foot traffic and loyalty, employers can make fueling an efficient benefit to attract talent, parking operators can vary pricing to reflect market conditions, and fleet operators can manage use cases from having drivers take their own vehicles home every day to high-power, high-complexity centralized fleet depots. Cloud Services capabilities include the functionality below.
▪Station and site host management: making charging accessible to the public or select users, simplifying management of multiple charging sites and their parking policies, enabling sub-hosts, delivery of analytics, utilization reporting, remote diagnosis and updates with the latest software features.
▪Host pricing and payment remittance capabilities: enabling site hosts or station owners to set pricing, including support for pricing scenarios (e.g., by driver group, time of day, idle status, energy dispensed, by session). Remittance is possible to one or many accounts.
▪Energy management: enabling stations to share circuits, oversubscribing electrical panels to add more ports beyond the peak electrical capacity, and supporting the creation of advanced groups and rules which enable energy use policies. Energy management can be integrated with support for building load management and integration with utility load management programs.
▪Driver management tools: enabling convenience features including specific user access via the ChargePoint connections system, the creation of driver groups to support a site host policy and the waitlist feature for drivers to reserve a place in line, among other features.
▪Integration with route planning systems for fleets: enabling on-budget deadline scheduling in accordance with energy rate structures and on-site energy storage. On-site and on-route charging are supported and fueling payment is facilitated by integration with leading fuel cards.

ChargePoint believes that as EV penetration rises, so does the importance of Cloud Services to help manage charging complexity. Some examples include:
•The ability for commercial customers to adjust the rate at which vehicles charge to match the natural parking duration at the site and to avoid peak or demand charges.
6
•Charging infrastructure made available to the public during the day can be reserved for private fleets at night. Fleet software integrations also offer load control, charging scheduling and alerts to reduce cost and improve reliability. The software is designed to integrate with fuel management systems, fleet operations software and vehicle telematics to enable seamless integration into fleet processes.
•Ecosystem integrations enable drivers to access charging functionality via in-vehicle infotainment systems, consumer mobile applications, payment systems, mapping tools, home automation assistants, fleet fuel cards, wearables and residential utility programs.
All ChargePoint commercial ports are integrated into one network available to drivers who can use the ChargePoint mobile application to find charging locations, check availability, start sessions, pay for charging, use their ChargePoint account to roam across networks, access preferential pricing and loyalty offers and track the estimated avoidance of CO2 emissions in comparison to the use of liquid fuel.
•Parts and Labor Warranty Subscriptions and Customer Support Foster Loyalty. ChargePoint offers the Assure warranty services which include proactive monitoring, fast response times, parts and labor warranty, expert advice and robust reporting. ChargePoint also provides phone support in multiple languages to both site hosts and drivers. Rising EV adoption creates more awareness and utilization. ChargePoint believes the quality of the ChargePoint experience generates driver satisfaction and therefore encourages customers to purchase additional networked chargers and Cloud Services, creating a virtuous cycle of growth from customers expanding their charging capacity.
Go to Market Strategy

ChargePoint sells networked charging solutions in North America and Europe, and as of January 31, 2022, its customers base include 76% of the 2021 Fortune 50 list of companies. It is focused on three key verticals: commercial, fleet and residential.
•Commercial: Commercial businesses already own or lease parking and many wish to electrify. These include retail centers, offices, medical complexes, schools, airports, convenience stores, recreation centers and fast fueling sites, among others. ChargePoint believes commercial businesses view charging as essential and invest to attract tenants, employees, customers and visitors, generate direct and indirect income, and achieve sustainability goals. ChargePoint believes commercial businesses choose ChargePoint based on solution completeness (they are not responsible for being the integrator or support agent for drivers) and the quality that comes from designing hardware, software and services together. These customers benefit from drivers that are typically familiar with ChargePoint’s products and services, including access to a free, top-rated application, around-the-clock support, and integration to popular mapping platforms, payment systems and wearables. Brand awareness, education and demand marketing programs generate sales opportunities. ChargePoint accesses the commercial market via its direct sales force (inside and field teams) and by channel partners.
•Fleet: Fleet customers are organizations that operate vehicle fleets in delivery/logistics, sales/service/motor pool shared transit and ride-sharing service operators. ChargePoint believes these customers choose to electrify their fleets for economic reasons, as the comparative total cost of ownership compellingly favors electrification. EV charging solutions can help them design and fuel operations, manage operating costs and achieve sustainability goals. ChargePoint provides a flexible architecture of networked charging stations, Cloud Services subscriptions, professional services, support, monitoring and parts and labor warranties needed to support all use cases, from single vehicle take-home fleets to full-scale electrified depots. ChargePoint accesses the fleet market via its direct sales force and a curated set of channel partners.
•Residential: ChargePoint offers residential EV charging solutions for drivers in single-family residences who want the convenience of fueling at home with the ability to optimize energy costs and full integration with the same mobile application they use for charging away from home. Residential charging solutions include the capability to manage grid load in conjunction with utility programs and EV fueling rate programs. ChargePoint accesses single-family residential opportunities through direct marketing to the consumer using proprietary and third-party e-commerce platforms. For apartments and condominium settings, ChargePoint offers landlords and owner associations the ability to offer charging billed directly to the tenant. ChargePoint also offers customer support around-the-clock and in multiple languages. ChargePoint accesses this residential aspect via marketing and direct and channel partners.
Because ChargePoint rarely owns and operates charging infrastructure, it is able to allocate capital strategically towards ChargePoint’s initiatives in research and development, marketing and sales and public policy.
•Research and Development. With a singular focus on EV charging, ChargePoint offers a complete set of networked charging solutions for most EV charging use cases in North America and Europe.
•Go to Market. ChargePoint has built a strong marketing and sales engine in North America and Europe, with an established sales channel, digital marketing capability and substantial direct sales. ChargePoint has focused on category awareness,
7
consistent branding and customer acquisition. ChargePoint also has nationwide and local partners who sell, install and maintain ChargePoint solutions.
•Public Policy. ChargePoint has also supported early and sustained investments in policy and utility relationships. ChargePoint advocates for policies that advance electric mobility and ensure a healthy industry with a focus on competition, innovation and customer choice, including:
▪Support for vehicle policy and climate action, such as zero emission vehicle requirements, fossil fuel bans and transit electrification directives;
▪Partnership with North America’s leading utilities to scale the new electric fueling network, including enabling the resale of electricity, securing fast charging-friendly tariffs, protecting site host choice, developing make-ready programs, creating rebate programs and informing utility commission decisions and legislation; and
▪Reduction in barriers to infrastructure deployment including construction costs, permitting, building codes and right to charge policies for renters and tenants.
Competition
ChargePoint believes it has one of the most comprehensive technology platforms for the EV charging industry, offering networked charging systems of multiple charging speeds to compliment the natural dwell time of the vehicle, the ability to charge vehicles of any make in any application, including fleet, commercial and residential, high-power efficiency and energy management, high reliability and easy serviceability, and flexible Cloud Services management capabilities. ChargePoint does not sell charging system hardware without its software, and rarely owns and operates networked charging system assets. Accordingly, ChargePoint believes it does not compete directly with other charging station owner and operators, rather it seeks to help customers avoid the burden of becoming their own integrator, and sees asset owners as potential customers, not direct competitors.
ChargePoint believes the principal competitive factors in the EV charging industry include: efficient capital deployment; multiple product lines for application specific deployment and diverse revenue opportunities; product flexibility to charge virtually all EV makes and models; cloud-based networked charging systems providing platform reliability, system management and scalability; and high levels of customer satisfaction and a compelling driver user experience. The EV market is still in its early stages of development and requires significant capital expenditures, broad engagement across the fleet, commercial and residential verticals, successful driver engagement, and being everywhere drivers are to gain market share.
ChargePoint believes the primary differentiators on which it competes include:
•variety and quality of networked charging system product offerings;
•product performance;
•Cloud Services functionality for its network;
•ease of use;
•brand awareness;
•quality of support;
•size and scale of its networked charging system; and
•scale of operations.
ChargePoint believes it competes favorably with respect to each of these factors.
North America
ChargePoint believes it leads the North America market in the sale of commercial Level 2 AC chargers. ChargePoint also has a strong market position in Level 1 AC chargers for use at home or multifamily settings and high-power Level 3 DC chargers for urban fast charging, corridor or long-trip charging and fleet applications. Because ChargePoint’s primary business model does not include owning and operating networked charging stations, ChargePoint believes its primary competitors include other OEMs, manufacturers and providers of EV charging station solutions, such as Blink Charging Co., and SemaConnect, Inc. in Level 2 AC charger; Wallbox N.V and Blink Charging Co. in Level 1 AC chargers; and ABB Ltd. and Tritium DCFC in Level 3 DC chargers.
Europe
In Europe, ChargePoint primarily competes with smaller providers of EV charging solutions. The market in Europe is highly fragmented in terms of both providers and solutions, with many companies providing hardware only or software only, and few providing both. To succeed in a large, early-stage market such as Europe, providers must invest in early engagement across verticals and customers to gain market share, and in ongoing efforts to scale channels, installers, teams and processes. ChargePoint believes its portfolio breadth
8
and range of Cloud solutions position it well to succeed broadly in Europe, and thus has invested, and will continue to invest, heavily in its strategy to establish a successful pan-European presence that maps to major pan-European customers and provides a seamless experience for drivers as they travel.
Growth Strategies
ChargePoint estimates it had approximately a 70% market share in publicly available networked Level 2 AC charging in North America as of January 31, 2022. ChargePoint began European operations in late 2017 and currently operates in 16 European countries. It expects significant market opportunities for fleet solutions as fleet EVs begin to arrive in more meaningful volume. ChargePoint believes the breadth and quality of its networked EV charging solutions, market share and driver awareness typically lead to customer loyalty, whereby customers typically choose to expand their charging footprint with ChargePoint as EV penetration rises and/or charging utilization at their location increases. Over the years, ChargePoint’s customers have typically renewed their Cloud Services subscriptions and have expanded the number of charging ports they purchase from ChargePoint. Growth is also supported by comprehensive ecosystem integrations ChargePoint has enabled that keep the ChargePoint brand top of mind with drivers, including in-vehicle infotainment systems, consumer mobile applications, payment systems, mapping tools, home automation assistants, fleet fuel cards, wearables and residential utility programs.
ChargePoint’s growth strategies to continue to scale networked EV charging are as follows:
•Accelerate new product offerings. ChargePoint intends to maintain its leadership position with continued efficient investment in the development of charging station technologies and Cloud solutions. In addition, ChargePoint intends to expand its product offerings beyond its historical model of a site host or customer owning and operating charging as a capital expenditure. ChargePoint intends to enter into a partnerships and similar strategic relationships with third-party owners and operators of charging stations and alternative energy infrastructure providers to provide customers a financed charging solution that enables customers to pay for charging infrastructure as an operational expense, and a turnkey charging solution that enables customers offering public charging to host a station at zero cost to them.
•Invest incrementally in marketing and sales. In both North America and Europe, ChargePoint intends to continue attracting new customers and pursuing a “land-and-expand” model which encourages existing customers to increase their charging footprint with ChargePoint over time as EV penetration increases.

Manufacturing, Logistics and Fulfillment
ChargePoint designs its products in-house and outsources production to contract manufacturers based in the United States, Mexico and Europe. The majority of its hardware products are manufactured in Mexico. Components are sourced from a number of global suppliers, with concentrations in the United States and Asia. ChargePoint deploys a global supply chain management team that works proactively with piece part and final assembly supply partners. That supply management team readies factories for new products, puts in place and monitors quality control points, plans ongoing production, issues purchase orders and coordinates deliveries to distribution hubs that ChargePoint manages in North America and Europe.
ChargePoint works with third-party fulfillment partners that deliver its products from multiple locations, which it believes allows it to reduce order fulfillment time and shipping costs.
Seasonality
Almost all of ChargePoint’s charging stations are installed and utilized outdoors and ChargePoint operates and conducts its sales primarily in the Northern Hemisphere. Seasonal changes and other weather-related conditions can affect the sales volumes and installation rates of ChargePoint’s products, primarily due to the impact of winter weather on construction timelines and delays. Therefore, the financial results for any quarter do not necessarily indicate the results expected for the fiscal year. Normally, the highest sales and earnings are in ChargePoint’s fourth quarter and the lowest are in its first quarter, commencing in February annually.
Government Regulation and Incentives
State, regional and local regulations for installation of EV charging stations vary from jurisdiction to jurisdiction and may include permitting requirements, inspection requirements, licensing of contractors and certifications as examples. Compliance with such regulation(s) may cause installation delays.
OSHA
ChargePoint is subject to the Occupational Safety and Health Act of 1970, as amended (“OSHA”). OSHA establishes certain employer responsibilities, including maintenance of a workplace free of recognized hazards likely to cause death or serious injury, compliance with standards promulgated by OSHA and various record keeping, disclosure and procedural requirements. Various
9
standards, including standards for notices of hazards, safety in excavation and demolition work and the handling of asbestos, may apply to ChargePoint’s operations. ChargePoint is in full compliance with OSHA regulations.

Metrology

ChargePoint products are subject to regulations and certification requirements governing accuracy and other characteristics of embedded metrology for dispensing of electricity through charging stations. ChargePoint has received certification for some products in the European Union under the Measurement Instrument Directive (MID), in the United Kingdom under the Measurement Instrument Regulation (MIR), and in California under the California Type Evaluation Program (CTEP), as regulated by the Department of Food and Agriculture Division of Measurement Standards. ChargePoint is in the process of seeking additional certifications on products in Germany and in the United States. Field testing to validate meter accuracy may also be carried out by various government entities responsible for ensuring the accuracy of transactions based on measured quantities, similar to the way gasoline pumps or grocery store scales are audited.
Privacy and Data Security Laws

ChargePoint is currently subject, and/or may in the future be subject, to numerous privacy and data security laws. For example, some U.S. states, members of the European Economic Area, the United Kingdom, Mexico, China, and many other jurisdictions in which ChargePoint operates has adopted some form of privacy and data security laws and regulations which impose significant compliance obligations.

The European Union’s General Data Protection Regulation (“GDPR”), which is wide-ranging in scope, imposes several requirements relating to a variety of matters, including the control over personal data by individuals to whom the personal data relates, the information provided to the individuals, the documentation ChargePoint must maintain, the security and confidentiality of the personal data, data breach notification, and the use of third-party processors in connection with the processing of personal data. The GDPR also imposes strict rules on the transfer of personal data outside of the European Union (“EU”), provides an enforcement authority and authorizes the imposition of large penalties for noncompliance, including the potential for significant fines. The GDPR requirements apply not only to third-party transactions, but also to transfers of information between ChargePoint and its subsidiaries, including employee information. The GDPR has increased ChargePoint’s responsibility and potential liability in relation to all types of personal data that ChargePoint processes and ChargePoint may be required to put in place additional mechanisms to ensure compliance with the GDPR, which could divert management’s attention and increase its cost of doing business, and despite ChargePoint’s ongoing efforts to bring its practices into compliance with the GDPR, it may not be successful.

Additionally, ChargePoint is governed by a California state privacy law called the California Consumer Privacy Act of 2018 (“CCPA”), which contains requirements similar to GDPR for the handling of personal information of California residents. The CCPA establishes a privacy framework for covered businesses, including an expansive definition of personal information and data privacy rights for California residents. The CCPA includes a framework with potentially severe statutory damages and private rights of action. The CCPA requires covered companies to provide new disclosures to California consumers (as that word is broadly defined in the CCPA), and new ways for such consumers to opt-out of certain sales of personal information, and to allow for a new cause of action for data breaches. Further, California voters approved a new privacy law, the California Privacy Rights Act (“CPRA”) in November, 2020. Effective starting on January 1, 2023, the CPRA will significantly modify the CCPA, including by expanding the consumers’ rights with respect to certain sensitive personal information. The CPRA also creates a new state agency that will be vested with authority to implement and enforce the CCPA and the CPRA. New legislation proposed or enacted in various other states will continue to shape the data privacy environment nationally. For example, on March 2, 2021, Virginia enacted the Virginia Consumer Data Protection Act (“CDPA”), which becomes effective on January 1, 2023, and on June 8, 2021, Colorado enacted the Colorado Privacy Act (“CPA”) which takes effect on July 1, 2023. The CPA and CDPA are similar to the CCPA and CPRA, but aspects of these state privacy statutes remain unclear, resulting in further legal uncertainty.

The GDPR, CCPA, CPRA, CPA and CDPA exemplify the vulnerability of ChargePoint’s business to the evolving regulatory environment related to personal data. Other states in the United States may pass or are considering privacy laws, and additional countries have in recent years implemented new privacy laws. ChargePoint’s compliance costs and potential liability may increase as the result of additional national and international regulatory requirements related to data privacy and data security.
NEMA
The National Electrical Manufacturers Association (“NEMA”) is the association of electrical equipment and medical imaging manufacturers. NEMA provides a forum for the development of technical standards that are in the best interests of the industry and users, advocacy of industry policies on legislative and regulatory matters, and collection, analysis, and dissemination of industry data. All of ChargePoint’s products comply with the NEMA standards that are applicable to such products.
CAFE Standards
The regulations mandated by the Corporate Average Fuel Economy (“CAFE”) standards set the average new vehicle fuel economy, as weighted by sales, that a manufacturer’s fleet must achieve. Although ChargePoint is not a car manufacturer and are thus not directly subject to the CAFE standards, ChargePoint believes such standards may have a material effect on its business. The Energy Independence and Security Act of 2007 raised the fuel economy standards of America’s cars, light trucks and sport utility vehicles to a combined average of at least 35 miles per gallon by 2020—a 10 miles per gallon increase over 2007 levels—and required standards to be met at maximum feasible levels through 2030. Building on the success of the first phase of the National Program, the second phase of fuel economy and global warming pollution standards for light duty vehicles covers model years 2017–2025. These standards were
10
finalized by the U.S. Environmental Protection Agency (“EPA”) and NHTSA in August 2012. These standards would have required a reduction in average carbon dioxide emissions of new passenger cars and light trucks to 163 grams per mile (g/mi) in model year 2025. Manufacturers may choose to comply with these standards by manufacturing more EVs which would mean that more charging stations of the type ChargePoint manufactures will be needed.
However, in April 2020, EPA and NHTSA finalized the Safer Affordable Fuel-Efficient Vehicles Rule, which reformulated the required reductions, establishing average carbon dioxide emissions of new passenger cars and light trucks of 240 g/mi in model year 2026. Several states and groups have announced intentions to sue the U.S. government over this reformulation, so the final CAFE standards cannot currently be predicted with any certainty. However, to the extent fuel-efficiency standards are decreased, this may result in less demand for EVs and, in turn, charging stations of the type ChargePoint manufactures.
Waste Handling and Disposal
ChargePoint is subject to laws and regulations regarding the handling and disposal of hazardous substances and solid wastes, including electronic wastes and batteries. These laws generally regulate the generation, storage, treatment, transportation and disposal of solid and hazardous waste, and may impose strict, joint and several liability for the investigation and remediation of areas where hazardous substances may have been released or disposed. For instance, CERCLA, also known as the Superfund law, in the United States and comparable state laws impose liability, without regard to fault or the legality of the original conduct, on certain classes of persons that contributed to the release of a hazardous substance into the environment. These persons include current and prior owners or operators of the site where the release occurred as well as companies that disposed or arranged for the disposal of hazardous substances found at the site. Under CERCLA, these persons may be subject to joint and several strict liability for the costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. CERCLA also authorizes the EPA and, in some instances, third-parties to act in response to threats to the public health or the environmental and to seek to recover from the responsible classes of persons the costs they incur. ChargePoint may handle hazardous substances within the meaning of CERCLA, or similar state statutes, in the course of ordinary operations and, as a result, may be jointly and severally liable under CERCLA for all or part of the costs required to clean up sites at which these hazardous substances have been released into the environment.
ChargePoint also generates solid wastes, which may include hazardous wastes that are subject to the requirements of the Resource Conservation and Recovery Act (“RCRA”) and comparable state statutes. While RCRA regulates both solid and hazardous wastes, it imposes strict requirements on the generation, storage, treatment, transportation and disposal of hazardous wastes. Certain components of ChargePoint’s products are excluded from RCRA’s hazardous waste regulations, provided certain requirements are met. However, if these components do not meet all of the established requirements for the exclusion, or if the requirements for the exclusion change, ChargePoint may be required to treat such products as hazardous waste, which are subject to more rigorous and costly disposal requirements. Any such changes in the laws and regulations, or ChargePoint’s ability to qualify the materials it uses for exclusions under such laws and regulations, could adversely affect ChargePoint’s operating expenses.
Similar laws exist in other jurisdictions where ChargePoint operates. Additionally, in the EU, ChargePoint is subject to the Waste Electrical and Electronic Equipment Directive (“WEEE Directive”). The WEEE Directive provides for the creation of collection scheme where consumers return waste electrical and electronic equipment to merchants, such as ChargePoint. If ChargePoint fails to properly manage such waste electrical and electronic equipment, it may be subject to fines, sanctions, or other actions that may adversely affect ChargePoint’s financial operations.
Research and Development
ChargePoint has invested significant time and expense into research and development for its networked charging platform technologies and for its Cloud software. ChargePoint’s ability to maintain its leadership position depends upon its ongoing research and development activities. ChargePoint’s research and development team is responsible for designing, developing, manufacturing, testing and sustaining its products.
ChargePoint’s research and development teams are primarily located in the Company’s headquarters in Campbell, California, its facilities in Gurgaon, India, and its European locations in Radstadt, Austria, Amsterdam, Netherlands and Reading, the United Kingdom. As of January 31, 2022, ChargePoint had over 550 full-time employees in its research and development activities.
Intellectual Property
ChargePoint relies on a combination of patent, trademark, copyright, unfair competition and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish, maintain and protect its proprietary rights. ChargePoint’s success depends in part upon its ability to obtain and maintain proprietary protection for ChargePoint’s products, technology and know-how, to operate without infringing the proprietary rights of others, and to prevent others from infringing ChargePoint’s proprietary rights.
As of January 31, 2022, ChargePoint had 83 U.S. patents issued and 38 U.S. pending non-provisional patent applications. Additionally, ChargePoint had 17 issued foreign patents (Canada, Japan, Australia, New Zealand, China, Taiwan and Korea) and 10 foreign patent applications currently pending in various foreign jurisdictions. In addition, as of January 31, 2022, there were two pending Patent Cooperation Treaty applications. These patents relate to various EV charging station designs and/or EV charging functionality. Such issued patents and any patents derived from such applications or applications that claim priority from such applications, if granted,
11
would be expected to expire between 2024 and 2039, excluding any additional term for patent term adjustments. ChargePoint cannot be assured that any of its patent applications will result in the issuance of a patent or whether the examination process will require ChargePoint to narrow the scope of the claims sought. ChargePoint’s issued patents, and any future patents issued to ChargePoint, may be challenged, invalidated or circumvented, may not provide sufficiently broad protection and may not prove to be enforceable inactions against alleged infringers.
ChargePoint enters into agreements with its employees, contractors, customers, partners and other parties with which it does business to limit access to and disclosure of its technology and other proprietary information. ChargePoint cannot be certain that the steps it has taken will be sufficient or effective to prevent the unauthorized access, use, copying or the reverse engineering of ChargePoint’s technology and other proprietary information, including by third-parties who may use its technology or other proprietary information to develop products and services that compete with ChargePoint’s. Moreover, others may independently develop technologies that are competitive with ChargePoint or that infringe on, misappropriate or otherwise violate its intellectual property and proprietary rights, and policing the unauthorized use of ChargePoint’s intellectual property and proprietary rights can be difficult. The enforcement of ChargePoint’s intellectual property and proprietary rights also depends on any legal actions ChargePoint may bring against any such parties being successful, but these actions are costly, time-consuming and may not be successful, even when ChargePoint’s rights have been infringed, misappropriated or otherwise violated.
ChargePoint intends to continue to regularly assess opportunities for seeking patent protection for those aspects of its technology, designs and methodologies that ChargePoint believes provide a meaningful competitive advantage. However, ChargePoint’s ability to do so may be limited until such time as it is able to generate cash flow from operations or otherwise raise sufficient capital to continue to invest in ChargePoint’s intellectual property. For example, maintaining patents in the United States and other countries requires the payment of maintenance fees which, if ChargePoint is unable to pay, may result in loss of its patent rights. If ChargePoint is unable to do so, its ability to protect its intellectual property or prevent others from infringing its proprietary rights may be impaired.
Human Capital Resources
As of January 31, 2022, ChargePoint had 1,436 employees, of which 903 are located in the United States and 533 are located outside of the United States. ChargePoint’s talent is the foundation of its success. ChargePoint strives to become the employer of choice within its industry, facilitating the transition to electric mobility by placing its talent at the heart of its success. To achieve this mission, ChargePoint aims to develop its individual, team and leadership capabilities, attract the best talent from diverse backgrounds, retain its talent through competitive rewards, benefits and by creating a winning culture, and engaging its talent by building a culture of feedback, inclusion and recognition. Key focus and investment areas to achieve this goal include, among others, diversity and inclusion, emphasis on ethical business practices, employee safety and wellness, and competitive compensation benefits.
Diversity and Inclusion. ChargePoint believes that a company culture focused on diversity and inclusion will help enable ChargePoint to deliver on its mission. ChargePoint also believes that by creating an inclusive culture where employees can bring their whole self to work and encouraging diversity of thought, ChargePoint will improve the employee experience and ultimately drive better business outcomes. ChargePoint is committed to recruiting, retaining, and developing highly engaged and high-performing employees with diverse backgrounds and experiences. This commitment includes providing equal access to, and participation in, equal employment opportunities, programs, and services without regard to race, religion, color, national origin, disability, sex, sexual orientation, or gender identity.
Ethical Business Practices. ChargePoint also fosters a strong corporate culture that promotes high standards of ethics and compliance for its business, including policies that set forth principles to guide employees, executives, and directors, such as its Code of Business Conduct and Ethics. In addition, ChargePoint has joined the Responsible Business Alliance (RBA) and adopted its Supplier Code of Conduct, which emphasizes business ethics in its supply chain through audit and oversight programs focused on promoting ethical and sustainable labor, health and safety, environmental business practices. ChargePoint also maintains a whistleblower policy and anonymous hotline for the confidential reporting of any suspected policy violations or unethical business conduct on the part of its businesses, employees, executives, directors, or vendors.
Employee Safety and Wellness. In response to the COVID-19 pandemic, ChargePoint implemented significant changes to help keep its employee community safe. These measures include requiring employees to work from home, unless they needed to go into the office to conduct business-critical work and had VP/executive approval, and implementing additional safety measures to create a safe work environment for the employees that were going into the office. This included, but was not limited to, showing proof of a negative COVID-19 test prior to entering the office, wearing masks while in the office, social distancing and regularly sanitizing, among other requirements. In addition, ChargePoint conducted regular cleaning and maintained good ventilation throughout its facilities. Beyond COVID-19 measures, ChargePoint also provides various health and wellness resources to help its employees improve their well-being. In addition to health, medical and dental benefits, ChargePoint offers all employees access to several well-being apps which provide a variety of mental health solutions, access to thousands of classes, and guided meditation.
Compensation and Benefits. In addition to competitive base salaries, ChargePoint offers compensation and benefits programs such as medical, dental, and vision insurance, an employee assistance program, health and dependent care flexible spending accounts, a 401(k) plan, health savings account, basic life insurance, accidental death and dismemberment insurance, short-term and long-term disability insurance, and commuter benefits. Employees are also eligible to participate in its Employee Stock Purchase Program and
12
discretionary equity awards program. ChargePoint designs its employee benefits programs to be competitive in relation to the market. ChargePoint adjusts its employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market. In structuring these benefit programs, ChargePoint seeks to provide an aggregate level of benefits that are comparable to those provided by similar companies.
Available Information
The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), free of charge on ChargePoint’s website, investors.chargepoint.com as soon as reasonably practicable after they are electronically filed with or furnished to the Securities and Exchange Commission (“SEC”). In addition, the SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.
Item 1A. Risk Factors.
An investment in ChargePoint’s securities involves a high degree of risk. You should carefully consider the risks described below before making an investment decision. ChargePoint’s business, prospects, financial condition, or operating results could be harmed by any of these risks, as well as other risks not known to ChargePoint or that it considers immaterial as of the date of this Annual Report. The trading price of ChargePoint’s securities could decline due to any of these risks, and, as a result, you may lose all or part of your investment.
Summary of Principal Risks Associated with ChargePoint’s Business
•ChargePoint operates in the early-stage market of electric vehicle adoption and has a history of losses and expects to incur significant expenses and continuing losses for the near term.
•ChargePoint has experienced rapid growth and expects to invest in growth for the foreseeable future. If it fails to manage growth effectively, its business, operating results and financial condition could be adversely affected.
•ChargePoint currently faces competition from a number of companies, particularly in Europe, and expects to face significant competition in the future as the market for EV charging develops.
•Failure to effectively expand ChargePoint’s sales and marketing capabilities could harm its ability to increase its customer base and achieve broader market acceptance of its solutions.
•ChargePoint faces risks related to health pandemics, including the ongoing COVID-19 pandemic, which could have a material and adverse effect on its business and results of operations.
•Supply chain disruptions, manufacturing interruptions or delays, or the failure to accurately forecast customer demand, could adversely affect ChargePoint’s ability to meet customer demand, lead to higher costs, and adversely effect ChargePoint’s business and results of operations. For example, supply chain challenges related to the COVID-19 pandemic and global chip shortages have impacted companies worldwide and may have adverse effects on ChargePoint’s suppliers and, as a result, ChargePoint.
•ChargePoint relies on a limited number of suppliers and manufacturers for its charging stations. A loss of any of these partners could negatively affect its business.
•ChargePoint’s business is subject to risks associated with construction, cost overruns and delays, and other contingencies that may arise in the course of completing installations, and such risks may increase in the future as ChargePoint expands the scope of such services with other parties.
•Acquisitions or strategic investments could be difficult to identify and integrate, divert the attention of key management personnel, disrupt ChargePoint’s business, dilute stockholder value and adversely affect its results of operations and financial condition.
•If ChargePoint is unable to attract and retain key employees and hire qualified management, technical engineering and sale personnel, its ability to compete and successfully grow its business would be harmed.
•ChargePoint is expanding operations internationally, particularly in Europe, which will expose it to additional tax, compliance, market and other risks.
•Some members of ChargePoint’s management have limited experience in operating a public company.
13
•Future sales of ChargePoint’s Common Stock in the public market, or the perception that such sales may occur, could reduce ChargePoint’s stock price, and any additional capital raised through the sale of equity or convertible securities may dilute existing stockholder’s ownership.
•ChargePoint’s future revenue growth will depend in significant part on its ability to increase sales of its products and services to fleet operators.
•ChargePoint’s information technology systems or data, or those of its service providers or customers or users could be subject to cyber-attacks or other security incidents, which could result in data breaches, intellectual property theft, claims, litigation, regulatory investigations, significant liability, reputational damage and other adverse consequences.
•Computer malware, viruses, ransomware, hacking, phishing attacks and similar disruptions could result in security and privacy breaches and interruption in service, which could harm ChargePoint’s business.
•ChargePoint’s headquarters and other facilities are located in an active earthquake zone; an earthquake or other types of natural disasters or resource shortages, including public safety power shut-offs that have occurred and may continue to occur in California, could disrupt and harm its operations and those of ChargePoint’s customers.
•ChargePoint has never paid cash dividends on its capital stock and does not anticipate paying dividends in the foreseeable future.
•The price of ChargePoint’s Common Stock may be subject to wide fluctuations.
•Concentration of ownership among ChargePoint’s existing executive officers, directors and their affiliate may prevent new investors from influencing significant corporate decisions.
•ChargePoint’s future growth and success is highly correlated with and thus dependent upon the continuing rapid adoption of EVs for passenger and fleet applications.
•The EV market currently benefits from the availability of rebates, tax credits and other financial incentives from governments, utilities and others to offset the purchase or operating cost of EVs and EV charging stations.
•ChargePoint’s business may be adversely affected if it is unable to protect its technology and intellectual property from unauthorized use by third parties.
•ChargePoint has identified material weaknesses in its internal control over financial reporting. If ChargePoint is unable to remediate these material weaknesses, or if ChargePoint identifies additional material weaknesses in the future or otherwise fails to maintain an effective system of internal control over financial reporting, this may result in material misstatements of ChargePoint’s consolidated financial statements or cause ChargePoint to fail to meet its periodic reporting obligations.
Risks Related to ChargePoint’s Business
ChargePoint operates in the early-stage market of electric vehicle adoption and has a history of losses, and expects to incur significant expenses and continuing losses for the near term.
ChargePoint incurred net losses of $132.2 million, $197.0 million, and $134.3 million for the fiscal year ended January 31, 2022, 2021, and 2020, respectively. As of January 31, 2022 and 2021, ChargePoint had an accumulated deficit of $811.7 million and $679.4 million, respectively. ChargePoint believes it will continue to incur significant operating expenses and net losses in future quarters for the near term. There can be no assurance that it will be able to maintain profitability in the future. ChargePoint’s potential profitability is particularly dependent upon the continued adoption of EVs by consumers and fleet operators, the widespread adoption of electric trucks, other vehicles and other electric transportation modalities, which are still in the very early stages of adoption and may not occur.
ChargePoint has experienced rapid growth and expects to invest in growth for the foreseeable future. If it fails to manage growth effectively, its business, operating results and financial condition could be adversely affected.
ChargePoint has experienced rapid growth in recent periods. For example, the number of employees has grown from 743 as of January 31, 2020 to 834 as of January 31, 2021 and to 1,436 as of January 31, 2022. The growth and expansion of its business has placed and continues to place a significant strain on management, operations, financial infrastructure and corporate culture. In the event of further growth, ChargePoint’s information technology systems and ChargePoint’s internal control over financial reporting and procedures may not be adequate to support its operations and may introduce opportunities for data security incidents that may interrupt business operations and permit bad actors to obtain unauthorized access to business information or misappropriate funds. ChargePoint may also face risks to the extent such bad actors infiltrate the information technology infrastructure of its contractors.
To manage growth in operations and personnel, ChargePoint will need to continue to improve its operational, financial and management controls and reporting systems and procedures. Failure to manage growth effectively could result in difficulty or delays in attracting new customers, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new products and
14
services or enhancing existing products and services, loss of customers, inability to retain or hire new employees effectively, information security vulnerabilities or other operational difficulties, any of which could adversely affect its business performance and operating results.
ChargePoint currently faces competition from a number of companies, particularly in Europe, and expects to face significant competition in the future as the market for EV charging develops.
The EV charging market is relatively new and competition is still developing. ChargePoint primarily competes with smaller providers of EV charging station networks for installations, particularly in Europe. Large early-stage markets, such as Europe, require early engagement across verticals and customers to gain market share, and ongoing effort to scale channels, installers, teams and processes. Some European customers require solutions not yet available and ChargePoint’s recent entrance into Europe requires establishing itself against existing competitors. In addition, there are multiple competitors in Europe with limited funding, which could cause poor experiences, hampering overall EV adoption or trust in any particular provider.
In addition, there are other means for charging EVs, which could affect the level of demand for onsite charging capabilities at businesses. For example, Tesla Inc. continues to build out its supercharger network across the United States for its vehicles, which could reduce overall demand for EV charging at other sites. Also, third-party contractors can provide basic electric charging capabilities to potential customers seeking to have on premise EV charging capability as well as for home charging. In addition, many EV charging manufacturers, including ChargePoint, are offering home charging equipment, which could reduce demand for on premise charging capabilities of potential customers and reduce the demand for onsite charging capabilities if EV owners find charging at home to be sufficient.
Further, ChargePoint’s current or potential competitors may be acquired by third-parties with greater available resources. In addition, certain of ChargePoint’s competitors are engaging in or have completed transactions to become a publicly-traded company and may have ready access to the capital markets for additional funding. As a result, competitors may be able to respond more quickly and effectively than ChargePoint to new or changing opportunities, technologies, standards or customer requirements and may have the ability to initiate or withstand substantial price competition. In addition, competitors may in the future establish cooperative relationships with vendors of complementary products, technologies or services to increase the availability of their solutions in the marketplace. This competition may also materialize in the form of costly intellectual property disputes or litigation.
New competitors or alliances may emerge in the future that have greater market share, more widely adopted proprietary technologies, greater marketing expertise and greater financial resources, which could put ChargePoint at a competitive disadvantage. Future competitors could also be better positioned to serve certain segments of ChargePoint’s current or future target markets, which could create price pressure. In light of these factors, even if ChargePoint’s offerings are more effective and higher quality than those of its competitors, current or potential customers may accept competitive solutions. If ChargePoint fails to adapt to changing market conditions or continue to compete successfully with current charging providers or new competitors, its growth will be limited which would adversely affect its business and results of operations.
Failure to effectively expand ChargePoint’s sales and marketing capabilities could harm its ability to increase its customer base and achieve broader market acceptance of its solutions.
ChargePoint’s ability to grow its customer base, achieve broader market acceptance, grow revenue, and achieve and sustain profitability will depend, to a significant extent, on its ability to effectively expand its sales and marketing operations and activities. Sales and marketing expenses represent a significant percentage of its total revenue, and its operating results will suffer if sales and marketing expenditures do not contribute significantly to increasing revenue.
ChargePoint is substantially dependent on its direct sales force to obtain new customers. ChargePoint plans to continue to expand its direct sales force both domestically and internationally but it may not be able to recruit and hire a sufficient number of sales personnel, which may adversely affect its ability to expand its sales capabilities. New hires require significant training and time before they achieve full productivity, particularly in new sales territories. Recent hires and planned hires may not become as productive as quickly as anticipated and ChargePoint may be unable to hire or retain sufficient numbers of qualified individuals. Furthermore, hiring sales personnel in new countries can be costly, complex and time-consuming, and requires additional set up and upfront costs that may be disproportionate to the initial revenue expected from those countries. There is significant competition for direct sales personnel with strong sales skills and technical knowledge. ChargePoint’s ability to achieve significant revenue growth in the future will depend, in large part, on its success in recruiting, training, incentivizing and retaining a sufficient number of qualified direct sales personnel and on such personnel attaining desired productivity levels within a reasonable amount of time. ChargePoint’s business will be harmed if continuing investment in its sales and marketing capabilities does not generate a significant increase in revenue.
ChargePoint faces risks related to health pandemics, including the ongoing COVID-19 pandemic, which could have a material and adverse effect on its business and results of operations.
The COVID-19 pandemic has created significant volatility in the global economy. Global trade conditions and consumer trends that have originated during the pandemic continue to persist and may have a long-lasting adverse impact on ChargePoint and its industry. For example, the 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
15
measures may be relaxed or revised in some areas, there is no guarantee these measures will not be reinstated or resumed due to additional variants of COVID-19 or the inability or ineffectiveness of public health measures to limit the further spread of COVID-19. These measures may adversely impact ChargePoint’s employees and operations and the operations of its customers, suppliers, vendors and business partners, and may negatively impact demand for EV charging stations, particularly at workplaces. These measures by government authorities, or the risks that the measures may be reinstated or resumed, may remain in place for a significant period of time and may adversely affect manufacturing and building plans, sales and marketing activities, business and results of operations.
During 2020, 2021, and continuing in 2022, ChargePoint modified its business practices by recommending that all non-essential personnel work from home and cancelling or reducing physical participation in sales activities, meetings, events and conferences. ChargePoint has also implemented additional safety protocols for workers and cost cutting measures to reduce operating costs. 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, including acting to lift or re-impose initiatives. There is no certainty that such actions will be sufficient to mitigate the risks posed by the COVID-19 pandemic or otherwise be satisfactory to government authorities. If significant portions of ChargePoint’s workforce are unable to work effectively, including due to illness, quarantines, social distancing, government actions or other restrictions in connection with the COVID-19 pandemic, its operations will be negatively impacted. Furthermore, if significant portions of ChargePoint’s customers’ or potential customers’ workforces are subject to stay-at-home orders or otherwise have substantial numbers of their employees working remotely for sustained periods of time, user demand for charging stations and services will decline. In addition, measures imposed by governments, may adversely impact ChargePoint’s employees and operations and the operations of its customers, suppliers, vendors and business partners, and may negatively impact demand for EV charging stations, particularly at workplaces.
As stated above, non-essential ChargePoint personnel have been working from home for almost two years in light of the COVID-19 pandemic, and although ChargePoint has commenced a “return-to-office” plan, which includes shifting to a hybrid model where employees have flexibility to work from home, ChargePoint has not yet set a return-to-office-date in light of the dynamic nature of the COVID-19 pandemic. A hybrid work model may create challenges, including challenges maintaining ChargePoint’s corporate culture, increasing attrition or limiting ChargePoint’s ability to attract employees if individuals prefer to continue working full time at home, or if there are instances of COVID-19 infections at the office. Future challenges related to ChargePoint’s “return-to-office” plans, hybrid work model or workplace practices could lead to attrition and difficulty attracting high-quality employees.
The effect of the COVID-19 pandemic on ChargePoint’s business, prospects and results of operations will depend on the direction and duration of current global trends and their sustained impact. Difficult macroeconomic conditions, such as decreases in direct federal economic support, such as the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) , increased inflation, increased and prolonged unemployment or a decline in consumer confidence as a result of the COVID-19 pandemic, as well as reduced spending by businesses, could have a material adverse effect on the demand for ChargePoint’s products and services. The effect of the COVID-19 pandemic can also vary over time and across the geographies in which ChargePoint operates. For example, variations in work-from-home policies can cause fluctuations in revenues, and ChargePoint believes that people have not yet fully returned back to offices. The conditions caused by the COVID-19 pandemic, such as 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 gross margins as ChargePoint’s commercial business contributes higher margins than its residential and fleet businesses. Even after the COVID-19 pandemic has subsided, ChargePoint may continue to experience an adverse impact to its business as a result of its global economic impact, including any recession that has occurred or may occur in the future.
Supply chain disruptions, manufacturing interruptions or delays, or the failure to accurately forecast customer demand, could adversely affect ChargePoint’s ability to meet customer demand, lead to higher costs, and adversely affect ChargePoint’s business and results of operations. For example, supply chain challenges related to the COVID-19 pandemic and global chip shortages have impacted companies worldwide and may have adverse effects on ChargePoint suppliers and, as a result, ChargePoint.

ChargePoint depends on the timely supply of materials, services and related products to meet the demands of its customers, which depends in part on the timely delivery of materials and services from suppliers and contract manufacturers. Significant or sudden increases in demand for EV charging stations, as well as worldwide demand for the raw materials and services that ChargePoint requires to manufacture and sell EV charging stations, including component parts, may result in a shortage of such materials or may cause shipment delays due to transportation interruptions or capacity constraints. Such shortages or delays could adversely impact ChargePoint’s suppliers’ ability to meet ChargePoint’s demand requirements.

Disruptions in the manufacturing, delivery and overall supply chain of vehicle manufacturers and suppliers, such as exacerbated port congestion and intermittent supplier shutdowns and delays, exacerbated by the COVID-19 pandemic have resulted in additional costs and, to a lesser extent, component shortages, and have led to fluctuations in EV sales in markets around the world. Increased demand for personal electronics and trade restrictions that affect raw materials have contributed to a shortfall of semiconductor chips, which has caused additional supply challenges both within and outside of ChargePoint’s industry. Ongoing supply chain challenges and heightened logistics costs have adversely affected ChargePoint’s gross margins in recent quarters and ChargePoint expects that gross margins will continue to be adversely affected by increased material costs and freight and logistic expenses for the foreseeable future. Costs incurred to expedite delivery of components used in charging stations or in providing installation or maintenance services or to proactively increase inventory could cause ChargePoint to raise its prices, impose surcharges or other fees or refuse to negotiate discounts. Further, any sustained downturn in demand for EVs would also harm ChargePoint’s business.
16
ChargePoint may also experience significant interruptions of its manufacturing operations, delays in its ability to deliver products, or increased costs as a result of:
•the failure or inability to accurately forecast demand and obtain sufficient quantities of quality raw materials on a cost-effective basis; volatility in the availability and cost of materials or services, including rising prices due to inflation;
•shipment delays due to transportation interruptions or capacity constraints, such as reduced availability of air or ground transport or port closures;
•information technology or infrastructure failures, including those of a third party supplier or service provider;
•difficulties or delays in obtaining required import or export approvals;
•natural disasters or other events beyond ChargePoint’s control (such as earthquakes, utility interruptions, tsunamis, hurricanes, typhoons, floods, storms or extreme weather conditions, fires, regional economic downturns, regional or global health epidemics, including the ongoing COVID-19 pandemic); and
•geopolitical turmoil, including the ongoing invasion of the Ukraine by Russia or increased trade restrictions between the United States, Russia, China and other countries, social unrest, political instability, terrorism, or other acts of war which may further adversely impact supply chains, shipping, transportation and logistics disruptions.
As more fully discussed in the risk factor “Risks Related to ChargePoint’s Business - ChargePoint faces risks related to health pandemics, including the COVID-19 pandemic, which could have a material and adverse effect on its business and results of operations”, the ongoing COVID-19 pandemic and measures taken in response by governments and businesses worldwide to contain its spread, including quarantines, facility closures, travel and logistics restrictions, border controls, and shelter in place or stay at home and social distancing orders, have adversely impacted and may continue to adversely impact ChargePoint’s supply chain, manufacturing, logistics, workforce and operations, as well as the operations of its customers and suppliers globally. In addition, while ChargePoint has not yet experienced a direct impact to its supply chain due to the conflict between Russia and the Ukraine, ChargePoint may experience an impact in the future due to increased fuel and shipping costs, limited supply of components or parts used by ChargePoint in its manufacturing process, or the automotive industry in general, and delays caused by changes to global shipping routes and logistics. Such adverse impacts on ChargePoint’s supply chain could limit its ability to manufacture and sell its products on a timely and cost-effective basis and adversely affect its gross margins, which could materially adversely affect ChargePoint’s business and results of operations.
ChargePoint relies on a limited number of suppliers and manufacturers for its charging stations. A loss of any of these partners could negatively affect its business.
ChargePoint relies on a limited number of suppliers to manufacture its charging stations, including in some cases only a single supplier for some products and components. This reliance on a limited number of manufacturers increases ChargePoint’s risks, since it does not currently have proven reliable alternatives or replacement manufacturers beyond these key parties. In the event of interruption, including or resulting in a sudden failure by a supplier to meet its obligation, ChargePoint may not be able to increase capacity from other sources or develop alternate or secondary sources without incurring material additional costs and substantial delays. Thus, ChargePoint’s business could be adversely affected if one or more of its suppliers is impacted by any interruption at a particular location.
If ChargePoint experiences a significant increase in demand for its charging stations in future periods, or if it needs to replace an existing supplier, it may not be possible to supplement or replace them on acceptable terms, which may undermine its ability to deliver products to customers in a timely manner. For example, it may take a significant amount of time to identify a manufacturer that has the capability and resources to build charging stations in sufficient volume. Identifying suitable suppliers and manufacturers could be an extensive process that requires ChargePoint to become satisfied with their quality control, technical capabilities, responsiveness and service, financial stability, regulatory compliance, and labor and other ethical practices. Accordingly, a loss of any significant suppliers or manufacturers could have an adverse effect on ChargePoint’s business, financial condition and operating results. In addition, ChargePoint’s suppliers may face supply chain risks and constraints of their own, which may impact the availability and pricing of its products. For example, supply chain challenges related to the COVID-19 pandemic discussed above and the global chip shortages that have impacted companies worldwide both within and outside of ChargePoint’s industry may have adverse effects on its suppliers and, as a result, ChargePoint.
In addition, in fiscal year 2022, ChargePoint became subject to requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) to diligence, disclose and report whether or not its products contain minerals originating from the Democratic Republic of the Congo and adjoining countries, or conflict minerals. ChargePoint will incur additional costs to comply with these disclosure requirements, including costs related to determining the source of any of the relevant minerals and metals used in ChargePoint’s products. These requirements could adversely affect the sourcing, availability and pricing of minerals used in the components used in ChargePoint’s products. It is also possible that ChargePoint’s reputation may be adversely affected if it determines that certain of its products contain minerals not determined to be conflict-free or if it is unable to alter its products, processes or sources of supply to avoid use of such materials. ChargePoint may also encounter end-customers who require that all of the
17
components of the products be certified as conflict free. If ChargePoint is not able to meet this requirement, such end-customers may choose to purchase products from a different company.
ChargePoint’s business is subject to risks associated with construction, cost overruns and delays, and other contingencies that may arise in the course of completing installations, and such risks may increase in the future as ChargePoint expands the scope of such services with other parties.
ChargePoint does not typically install charging stations at customer sites. These installations are typically performed by ChargePoint partners or electrical contractors with an existing relationship with the customer and/or knowledge of the site. The installation of charging stations at a particular site is generally subject to oversight and regulation in accordance with state and local laws and ordinances relating to building codes, safety, environmental protection and related matters, and typically requires various local and other governmental approvals and permits that may vary by jurisdiction. In addition, building codes, accessibility requirements or regulations may hinder EV charger installation because they end up costing the developer or installer more in order to meet the code requirements. Meaningful delays or cost overruns may impact ChargePoint’s recognition of revenue in certain cases and/or impact customer relationships, either of which could impact ChargePoint’s business and profitability.
Furthermore, ChargePoint may in the future elect to install charging stations at customer sites or manage contractors, likely as part of offering customers a turnkey solution. Working with contractors may require ChargePoint to obtain licenses or require it or its customers to comply with additional rules, working conditions and other union requirements, which can add costs and complexity to an installation project. In addition, if these contractors are unable to provide timely, thorough and quality installation-related services, customers could fall behind their construction schedules leading to liability to ChargePoint or cause customers to become dissatisfied with the solutions ChargePoint offers and ChargePoint’s overall reputation would be harmed.
Acquisitions or strategic investments could be difficult to identify and integrate, divert the attention of key management personnel, disrupt ChargePoint’s business, dilute stockholder value and adversely affect its results of operations and financial condition.
As part of ChargePoint’s business strategy, ChargePoint has made and continues to consider making acquisitions of, or investments in, businesses, services or technologies that are complementary to its existing business. For example, on August 11, 2021, ChargePoint acquired ViriCiti, a provider of electrification solutions for eBus and commercial fleets, and on October 6, 2021, ChargePoint acquired has•to•be, an e-mobility and charging software platform. The process of identifying and consummating acquisitions, investments and the subsequent integration of new assets and businesses into ChargePoint’s own business, requires attention from management and could result in a diversion of resources from its existing business, which in turn could have an adverse effect on its operations. Acquired assets or businesses may not generate the expected financial results. Acquisitions or investments could also result in the use of cash, potentially dilutive issuances of equity securities, the occurrence of goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business or investment. ChargePoint may also incur costs and management time on transactions that are ultimately not completed. In addition, ChargePoint’s due diligence may fail to identify all of the problems, liabilities or other shortcomings or challenges of an acquired business, product, technology or investment, including issues related to intellectual property, product quality or product architecture, regulatory compliance practices, revenue recognition or other accounting practices or issues with employees or customers.
ChargePoint’s acquisitions or investments may not ultimately strengthen its competitive position or achieve its goals and business strategy; ChargePoint may be subject to claims or liabilities assumed from an acquired company, product or technology; acquisitions or investments ChargePoint completes could be viewed negatively by its customers, investors and securities analysts; and ChargePoint may incur costs and expenses necessary to address an acquired company’s failure to comply with laws and governmental rules and regulations. Additionally, ChargePoint may be subject to litigation or other claims in connection with the acquired company, including claims from terminated employees, former stockholders or other third parties, which may differ from or be more significant than the risks ChargePoint’s business faces. An acquired company may also need to implement or improve its controls, procedures and policies, and ChargePoint may face risks associated if any of those controls, procedures or policies are insufficiently effective. ChargePoint may also face retention or cultural challenges associated with integrating employees from the acquired company into its organization. If ChargePoint is unsuccessful at integrating acquisitions or investments, in a timely manner, the revenue and operating results of the combined company could be adversely affected. Any integration process may require significant time and resources, which may disrupt ChargePoint’s ongoing business and divert management’s attention, and ChargePoint may not be able to manage the integration process successfully or in a timely manner. ChargePoint may not successfully evaluate or utilize the acquired technology or personnel, realize anticipated synergies from the acquisition or investment, or accurately forecast the financial impact of an acquisition or investment transaction or the related integration of such acquisition or investment, including accounting charges and any potential impairment of goodwill and intangible assets recognized in connection with such transaction. ChargePoint may have to pay cash, incur debt, or issue equity or equity-linked securities to pay for any acquisitions or investments, each of which could adversely affect its financial condition or the market price of its Common Stock. Furthermore, the sale of equity or issuance of equity-linked debt to finance any such transaction could result in dilution to ChargePoint’s stockholders. The occurrence of any of these risks could harm ChargePoint’s business, operating results and financial condition.
If ChargePoint is unable to attract and retain key employees and hire qualified management, technical, engineering and sales personnel, its ability to compete and successfully grow its business would be harmed.
ChargePoint’s success depends, in part, on its continuing ability to identify, hire, attract, train and develop and retain highly qualified personnel. The inability to do so effectively would adversely affect its business. ChargePoint’s future performance also depends on the continued services and continuing contributions of its senior management to execute on its business plan and to identify and
18
pursue new opportunities and product innovations. The loss of services of senior management, or the ineffective management of any leadership transitions, especially within ChargePoint’s sales organization, could significantly delay or prevent the achievement of its development and strategic objectives, which could adversely affect its business, financial condition and operating results.
Competition for employees can be intense, particularly in Silicon Valley where ChargePoint is headquartered, and the ability to attract, hire and retain them depends on ChargePoint’s ability to provide competitive compensation. In addition, job market dynamics have been impacted by the “great resignation,” with a significant number of people leaving the workforce, and future challenges related to ChargePoint’s “return-to-office” plans, hybrid work model or workplace practices could lead to attrition and difficulty attracting high-quality employees. ChargePoint may not be able to attract, assimilate, develop or retain qualified personnel in the future, and failure to do so could adversely affect its business, including the execution of its global business strategy.
ChargePoint is expanding operations internationally, particularly in Europe, which will expose it to additional tax, compliance, market and other risks.
ChargePoint’s primary operations are in the United States and it maintains contractual relationships with parts and manufacturing suppliers in Asia, Mexico and other locations. Also, ChargePoint is continuing to invest to increase its presence in Europe, including its acquisitions of ViriCiti and has•to•be, and to expand primarily research and development teams in Gurgaon, India, Reading, England and Radstadt, Austria. Managing these expansions requires additional resources and controls, and could subject ChargePoint to risks associated with international operations, including:
•cost of alternative power sources, which could vary meaningfully outside the United States;
•conformity with applicable business customs, including translation into foreign languages and associated expenses;
•lack of availability of government incentives and subsidies;
•challenges in arranging, and availability of, financing for customers;
•potential changes to its established business model;
•difficulties in staffing and managing foreign operations in an environment of diverse culture, laws, and customers, and the increased travel, infrastructure, and legal and compliance costs associated with international operations;
•installation challenges;
•differing driving habits and transportation modalities in other markets;
•different levels of demand among commercial, fleet and residential customers;
•compliance with multiple, potentially conflicting and changing governmental laws, regulations, certifications, and permitting processes including environmental, banking, employment, tax, information security, privacy, and data protection laws and regulations such as the California Consumer Privacy Act (“CCPA”) and newer state privacy laws in the United States including in Virginia and Colorado, the European Union (the “EU”) General Data Protection Regulation (“GDPR”), national legislation implementing the same and changing requirements for legally transferring data out of the European Economic Area;
•compliance with U.S. and foreign anti-bribery laws including the Foreign Corrupt Practices Act (“FCPA”) and the U.K. Anti-Bribery Act of 2020 (the “Anti-Bribery Act”);
•conforming products to various international regulatory and safety requirements as well as charging and other electric infrastructures;
•difficulty in establishing, staffing and managing foreign operations;
•difficulties in collecting payments in foreign currencies and associated foreign currency exposure;
•restrictions on repatriation of earnings;
•compliance with potentially conflicting and changing laws of taxing jurisdictions and compliance with applicable U.S. tax laws as they relate to international operations, the complexity and adverse consequences of such tax laws, and potentially adverse tax consequences due to changes in such tax laws; and
•regional economic and political conditions, including the outbreak of war or other hostilities.
As a result of these risks, ChargePoint’s current expansion efforts and any potential future international expansion efforts may not be successful.
19
Some members of ChargePoint’s management have limited experience in operating a public company.
Some of ChargePoint’s executive officers have limited experience in the management of a publicly-traded company. The management team may not successfully or effectively continue the management of a public company that is subject to significant regulatory oversight and reporting obligations under federal securities laws, particularly in light of the SEC’s increasing focus on former shell companies.
Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities, which will result in less time being devoted to the management and growth of ChargePoint. ChargePoint may not have adequate personnel with the appropriate level of knowledge, experience and training in the accounting policies, practices or internal control over financial reporting required of public companies. The development and implementation of the standards and controls and the hiring of experienced personnel necessary to achieve the level of accounting standards required of a public company may require costs greater than expected.
ChargePoint’s future revenue growth will depend in significant part on its ability to increase sales of its products and services to fleet operators.
ChargePoint’s future revenue growth will depend in significant part on its ability to increase sales of its products and services to fleet operators. The electrification of fleets is an emerging market, and fleet operators may not adopt EVs on a widespread basis and on the timelines ChargePoint anticipates. In addition to the factors affecting the growth of the EV market generally, transitioning to an EV fleet can be costly and capital intensive, which could result in slower than anticipated adoption. The sales cycle could also be longer for sales to fleet operators, as they are often larger organizations, with more formal procurement processes than smaller commercial site hosts. Fleet operators may also require significant additional services and support, and if ChargePoint is unable to provide such services and support, it may adversely affect its ability to attract additional fleet operators as customers. Any failure to attract and retain fleet operators as customers in the future would adversely affect ChargePoint’s business and results of operations.

ChargePoint is highly reliant on its networked charging solution and information technology systems and data, and those of its service providers which may be subject to cyber-attacks, service disruptions or other security incidents, which could result in data breaches, loss or interruption of services, intellectual property theft, claims, litigation, regulatory investigations, significant liability, reputational damage and other adverse consequences.

ChargePoint continues to expand its information technology systems in the form of its networked charging solution, and as its operations grow its internal information technology systems, such as product data management, procurement, inventory management, production planning and execution, sales, service and logistics, financial, tax and regulatory compliance systems. This includes the implementation of new internally developed systems and the deployment of such systems in the United States and abroad. While ChargePoint maintains information technology measures designed to protect it against intellectual property theft, data breaches, sabotage and other external or internal cyber-attacks or misappropriation, its systems and those of its service providers are potentially vulnerable to malware, ransomware, viruses, denial-of-service attacks, phishing attacks, social engineering, computer hacking, unauthorized access, exploitation of bugs, defects and vulnerabilities, breakdowns, damage, interruptions, system malfunctions, power outages, terrorism, acts of vandalism, security breaches, security incidents, inadvertent or intentional actions by employees or other third parties, and other cyber-attacks. To the extent any security incident results in unauthorized access or damage to or acquisition, use, corruption, loss, destruction, alteration or dissemination of ChargePoint data, including intellectual property and personal information, or ChargePoint products, or for it to be believed or reported that any of these occurred, it could disrupt ChargePoint’s business, harm its reputation, compel it to comply with applicable data breach notification laws, subject it to time consuming, distracting and expensive litigation, regulatory investigation and oversight, mandatory corrective action, require it to verify the correctness of database contents, or otherwise subject it to liability under laws, regulations and contractual obligations, including those that protect the privacy and security of personal information. This could result in increased costs to ChargePoint and result in significant legal and financial exposure and/or reputational harm.

Because ChargePoint also relies on third-party service providers, it cannot guarantee that its service providers’ and component suppliers’ systems have not been breached or that they do not contain exploitable defects, bugs, or vulnerabilities that could result in a security incident, or other disruption to, ChargePoint’s or ChargePoint’s service providers’ or component suppliers’ systems. ChargePoint’s ability to monitor its service providers’ and component suppliers’ security measures is limited, and, in any event, malicious third parties may be able to circumvent those security measures. Further, the implementation, maintenance, segregation and improvement of these systems require significant management time, support and cost, and there are inherent risks associated with developing, improving and expanding ChargePoint’s core systems as well as implementing new systems and updating current systems, including disruptions to the related areas of business operation. These risks may affect ChargePoint’s ability to manage its data and inventory, procure parts or supplies or manufacture, sell, deliver and service products, adequately protect its intellectual property or achieve and maintain compliance with, or realize available benefits under, tax laws and other applicable regulations.

If ChargePoint does not successfully implement, maintain or expand its information technology systems as planned, its operations may be disrupted, its ability to accurately and/or timely report its financial results could be impaired and deficiencies may
20
arise in its internal control over financial reporting, which may impact its ability to certify its financial results (see also “Risks Related to Legal Matters and Regulations-ChargePoint may face litigation and other risks as a result of the material weakness in its internal control over financial reporting and the restatement of its financial statements,” and “Financial, Tax and Accounting-Related Risks -ChargePoint has identified material weaknesses in its internal control over financial reporting. If ChargePoint is unable to remediate these material weaknesses, or if ChargePoint identifies additional material weaknesses in the future or otherwise fails to maintain an effective system of internal control over financial reporting, this may result in material misstatements of ChargePoint’s consolidated financial statements or cause ChargePoint to fail to meet its periodic reporting obligations,” for more detail). Moreover, ChargePoint’s proprietary information, including intellectual property and personal information, could be compromised or misappropriated and its reputation may be adversely affected if these systems or their functionality do not operate as expected and ChargePoint may be required to expend significant resources to make corrections or find alternative sources for performing these functions.
Computer malware, viruses, ransomware, hacking, phishing attacks and similar disruptions could result in security and privacy breaches and interruption in service, which could harm ChargePoint’s business.
Computer malware, viruses, physical or electronic break-ins and similar disruptions could lead to interruption and delays in ChargePoint’s services and operations and loss, misuse or theft of data. Computer malware, viruses, ransomware, hacking and phishing attacks against online networks have become more prevalent and may occur on ChargePoint’s systems in the future. Cyber security organizations in many countries have published warnings of increased cybersecurity threats to U.S. businesses, and external events, like the conflict between Russia and Ukraine, may increase the likelihood of cybersecurity attacks, particularly directed at energy, fueling or infrastructure service providers. Any attempts by cyber attackers to disrupt ChargePoint’s services or systems, if successful, could harm its business, introduce liability to data subjects, result in the misappropriation of funds, be expensive to remedy, subject ChargePoint to substantial fines, penalties, damages and other liabilities under applicable laws and regulations, lead to a loss of protection of its intellectual property or trade secrets and damage its reputation or brand. Insurance may not be sufficient to cover significant expenses and losses related to cyber-attacks. Efforts to prevent cyber attackers from entering computer systems are expensive to implement, and ChargePoint may not be able to cause the implementation or enforcement of such preventions with respect to its third-party vendors. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security and availability of systems and technical infrastructure may, in addition to other losses, harm ChargePoint’s reputation, brand and ability to attract customers.
ChargePoint has previously experienced, and may in the future experience, service disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, third-party service providers, component supplier and manufacturer disruptions, human or software errors and capacity constraints. If ChargePoint’s services are unavailable when users attempt to access them, they may seek other services, which could reduce demand for its solutions from target customers.
ChargePoint has processes and procedures in place designed to enable it to quickly recover from a disaster or catastrophe and continue business operations and has tested this capability under controlled circumstances. However, there are several factors ranging from human error to data corruption that could materially impact the efficacy of such processes and procedures, including by lengthening the time services are partially or fully unavailable to customers and users. It may be difficult or impossible to perform some or all recovery steps and continue normal business operations due to the nature of a particular disaster or catastrophe, especially during peak periods, which could cause additional reputational damages, or loss of revenue, any of which could adversely affect its business and financial results.
Seasonality may cause fluctuations in ChargePoint’s revenue.
ChargePoint believes there are seasonal factors that may cause ChargePoint to record higher revenue in some quarters compared with others. A significant share of ChargePoint’s annual revenues are typically generated in the fourth fiscal quarter, which coincides with customers with a December 31 year-end choosing to spend remaining unused portions of their budgets. ChargePoint’s revenues are typically lower in its fiscal first quarter than its preceding fourth quarter, due to unfavorable weather conditions which result in a decrease in construction activity during the winter months, periods of wet weather and times when other weather and climate conditions would impair construction activity. While ChargePoint believes it has visibility into the seasonality of its business, various factors, including difficult weather conditions (such as flooding, hurricanes, prolonged rain or periods of unseasonably cold or snowstorms) in any quarter, may materially and adversely affect its business, financial condition and results of operations.
ChargePoint’s headquarters and other facilities are located in an active earthquake zone; an earthquake or other types of natural disasters or resource shortages, including public safety power shut-offs that have occurred and may continue to occur in California, could disrupt and harm its operations and those of ChargePoint’s customers.
ChargePoint conducts a majority of its operations in the San Francisco Bay area in an active earthquake zone. The occurrence of a natural disaster such as an earthquake, drought, flood, fire (such as the recent extensive wildfires in California), localized extended outages of critical utilities (such as California’s public safety power shut-offs) or transportation systems, or any critical resource shortages could cause a significant interruption in its business, damage or destroy its facilities or inventories, and cause it to incur
21
significant costs, any of which could harm its business, financial condition and results of operations. The insurance ChargePoint maintains against fires, earthquakes and other natural disasters may not be adequate to cover losses in any particular case.
In addition, rolling public safety power shut offs in California or other states can affect user acceptance of EVs, as charging may be unavailable at the desired times, or at all during these events. These shut offs could also affect the ability of fleet operators to charge their EVs, which, for example, could adversely affect transportation schedules or any service level agreements to which either ChargePoint or the fleet operator may be a party. If these events persist, the demand for EVs could decline, which would result in reduced demand for charging solutions.
Risks Related to the EV Market
ChargePoint’s future growth and success is highly correlated with and thus dependent upon the continuing rapid adoption of EVs for passenger and fleet applications.
ChargePoint’s future growth is highly dependent upon the adoption of EVs by businesses and consumers. The market for EVs is still rapidly evolving, characterized by rapidly changing technologies, competitive pricing and competitive factors, evolving government regulation and industry standards and changing consumer demands and behaviors, changing levels of concern related to environmental issues and governmental initiatives related to energy independence, climate change and the environment generally. Although demand for EVs has grown in recent years, there is no guarantee of continuing future demand. If the market for EVs develops more slowly than expected, or if demand for EVs decreases, ChargePoint’s business, prospects, financial condition and operating results would be harmed. The market for EVs could be affected by numerous factors, such as:
•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;
•competition, including from other types of alternative fuel vehicles, plug-in hybrid electric vehicles and high fuel-economy internal combustion engine vehicles;
•volatility in the cost of oil and gasoline, including as a result of trade restrictions;
•concerns regarding the stability of the electrical grid;
•the decline of an EV battery’s ability to hold a charge over time;
•availability of service for EVs;
•consumers’ perception about the convenience and cost of charging EVs;
•increases in fuel efficiency;
•government regulations and economic incentives, including adverse changes in, or expiration of, favorable tax incentives related to EVs, EV charging stations or decarbonization generally;
•relaxation of government mandates or quotas regarding the sale of EVs; and
•concerns about the future viability of EV manufacturers.
In addition, sales of vehicles in the automotive industry can be cyclical, which may affect growth in acceptance of EVs. It is uncertain how macroeconomic factors will impact demand for EVs, particularly since they can be more expensive than traditional gasoline-powered vehicles, when the automotive industry globally has been experiencing a recent decline in sales. Furthermore, because fleet operators often make large purchases of EVs, this cyclicality and volatility in the automotive industry may be more pronounced with commercial purchasers, and any significant decline in demand from these customers could reduce demand for EV charging and ChargePoint’s products and services in particular.
Demand for EVs may also be affected by factors directly impacting automobile prices or the cost of purchasing and operating automobiles, such as sales and financing incentives, prices of raw materials and parts and components, cost of fuel and governmental regulations, including tariffs, import regulation and other taxes. Further, the automotive industry in general and EV manufacturing have experienced substantial supply chain interruption due to COVID-19 and a worldwide semiconductor shortage adversely impacting the automotive industry in 2020 and 2021, resulting in reduced EV production schedules and sales. Volatility in demand or delays in EV production due to global supply chain constraints may lead to lower vehicle unit sales, which may result in reduced demand for EV charging solutions and therefore adversely affect ChargePoint’s business, financial condition and operating results.
22
The EV market currently benefits from the availability of rebates, tax credits and other financial incentives from governments, utilities and others to offset the purchase or operating cost of EVs and EV charging stations. In particular, ChargePoint’s marketing efforts have heavily relied upon federal tax credits available to purchasers of its EV charging stations that effectively provide purchasers with a significantly discounted purchase price. The reduction, modification, or elimination of such benefits could cause reduced demand for EVs and EV charging stations, which would adversely affect ChargePoint’s financial results.
The U.S. federal government, foreign governments and some state and local governments provide incentives to end users and purchasers of EVs and EV charging stations in the form of rebates, tax credits and other financial incentives, such as payments for regulatory credits. The EV market relies on these governmental rebates, tax credits and other financial incentives to significantly lower the effective price of EVs and EV charging stations to customers. For example, the Infrastructure Investment and Jobs Act signed into law on November 15, 2021 would provide 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. However, these incentives may expire on a particular date, end when the allocated funding is exhausted, or be reduced or terminated as a matter of regulatory or legislative policy. In particular, ChargePoint has benefited from the availability of federal tax credits to purchasers under Section 30C of the Code to market its EV charging stations, which can effectively provide such purchasers with up to a 30% discount off the purchase price of ChargePoint’s EV charging stations.The credits under Section 30C of the Code were allowed to expire by Congress on December 31, 2021, and there can be no assurance that the credits under Section 30C of the Code will be extended or made retroactively effective under any other clean energy bill or incentive. Any other reduction in rebates, tax credits or other financial incentives for EV charging stations could materially reduce the demand for EVs and ChargePoint’s solutions and, as a result, may adversely impact ChargePoint’s business and expansion potential.
ChargePoint also derives other revenue from regulatory credits. If government support of these credits declines, ChargePoint’s ability to generate this other revenue in the future would be adversely affected. In years prior to fiscal year 2021, ChargePoint has derived a slight majority of its other revenue from regulatory credits. However, revenue from this source as a percentage of other and total revenue has declined in recent quarters and it may continue to decline over time. Further, the availability of such credits may decline even with general governmental support of the transition to EV infrastructure. For example, in September 2020, California Governor Gavin Newsom issued Executive Order N-79-20 (the “EO”), announcing a target for all in-state sales of new passenger cars and trucks to be zero-emission by 2035. While the EO calls for the support of EV infrastructure, the form of this support is unclear. If California or other jurisdictions choose to adopt regulatory mandates instead of establishing or continuing green energy credit regimes for EV infrastructure, ChargePoint’s revenue from these credits would be adversely impacted.
Changes to fuel economy standards or the success of alternative fuels may negatively impact the EV market and thus the demand for ChargePoint’s products and services.
As regulatory initiatives have required an increase in the mileage capabilities of cars, consumption of renewable transportation fuels, such as ethanol and biodiesel, and consumer acceptance of EVs and other alternative vehicles has been increasing. If fuel efficiency of non-electric vehicles continues to rise, whether as the result of regulations or otherwise, and affordability of vehicles using renewable transportation fuels improves, the demand for electric and high energy vehicles could diminish. In addition, the EV fueling model is different than gas or other fuel models, requiring behavior change and education of influencers, consumers and others such as regulatory bodies. Developments in alternative technologies, such as advanced diesel, ethanol, fuel cells or compressed natural gas, or improvements in the fuel economy of the internal combustion engine, may materially and adversely affect demand for EVs and EV charging stations. For example, fuel which is abundant and relatively inexpensive in the United States, such as compressed natural gas, may emerge as a preferred alternative to petroleum-based propulsion. Regulatory bodies may also adopt rules that substantially favor certain alternatives to petroleum-based propulsion over others, which may not necessarily be EVs, or may adopt rules to eliminate, modify or reduce penalties or incentives to maintain minimum fuel economy standards. Any of these changes may impose additional obstacles to the purchase of EVs or the development of a more ubiquitous EV market. If any of the above cause or contribute to consumers or businesses to no longer purchase EVs or purchase them at a lower rate, it would materially and adversely affect ChargePoint’s business, operating results, financial condition and prospects.
The EV charging market is characterized by rapid technological changes often due to technical improvements, regulatory requirements and customer requirements, which requires ChargePoint to continue to develop new products and product innovations. Any delays in such development could adversely affect market adoption of its products and ChargePoint’s financial results.
Continuing technological changes in battery and other EV technologies could adversely affect adoption of current EV charging technology and/or ChargePoint’s products. ChargePoint’s future success will depend upon its ability to develop and introduce a variety of new capabilities and innovations to its existing product offerings, as well as introduce a variety of new product offerings, to address the changing needs of the EV charging market. As new products are introduced, gross margins tend to decline in the near term and improve as the product becomes more mature with a more efficient manufacturing process.
As EV technologies change or governmental regulations impose new requirements on EV charging technology, ChargePoint may need to upgrade or adapt its charging station technology and introduce new products and services in order to serve vehicles that have the latest technology, in particular battery cell technology, or comply with new governmental regulations, which could involve substantial costs. Even if ChargePoint is able to keep pace with changes in technology and develop new products and services, its research and development expenses could increase, its gross margins could be adversely affected in some periods and its prior products could become obsolete or non-compliant with governmental regulations more quickly than expected. ChargePoint cannot guarantee that any new
23
products will be released in a timely manner, or at all, or achieve market acceptance. Delays in delivering new products that meet customer requirements could damage ChargePoint’s relationships with customers and lead them to seek alternative providers. Delays in introducing products and innovations or the failure to offer innovative products or services at competitive prices may cause existing and potential customers to purchase ChargePoint’s competitors’ products or services. Finally, new or changing state or federal regulations may result in delays related to the development of new products or modifications to existing products in order to come into compliance and any such delays may result in customer’s selecting alternative providers or result in delays related to ChargePoint’s ability to install, sell or distribute its charging station technology.
If ChargePoint is unable to devote adequate resources to develop products or cannot otherwise successfully develop products or services that meet customer and regulatory requirements on a timely basis or that remain competitive with technological alternatives, its products and services could lose market share, its revenue may decline, it may experience higher operating losses and its business and prospects may be adversely affected.
Certain statements ChargePoint makes about estimates of market opportunity and forecasts of market growth may prove to be inaccurate.
From time to time, ChargePoint makes statements with estimates of the addressable market for ChargePoint’s solutions and the EV market in general. Market opportunity estimates and growth forecasts, whether obtained from third-party sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate. This is especially so at the present time due to the uncertain and rapidly changing projections of the severity, magnitude and duration of the ongoing COVID-19 pandemic, worldwide supply chain disruptions and market and geopolitical volatility. The estimates and forecasts relating to the size and expected growth of the target EV market, market demand and adoption, capacity to address this demand and pricing may also prove to be inaccurate. In particular, estimates regarding the current and projected EV market opportunity are difficult to predict. The estimated addressable EV market may not materialize for many years, if ever, and even if the markets meet the size estimates and growth forecasts, ChargePoint’s business could fail to grow at similar rates.
Risks Related to ChargePoint’s Technology, Intellectual Property and Infrastructure
ChargePoint expects to incur research and development costs and devote significant resources to developing new products, which could significantly reduce its profitability and may never result in revenue to ChargePoint.
ChargePoint’s future growth depends on penetrating new markets, adapting existing products to new applications and customer requirements, and introducing new products that achieve market acceptance. ChargePoint plans to incur significant research and development costs in the future as part of its efforts to design, develop, manufacture and introduce new products and enhance existing products. ChargePoint’s research and development expenses were $145.0 million, $75.0 million, and $69.5 million during the fiscal years ended January 31, 2022, 2021 and 2020, respectively, and are likely to grow in the future. Further, ChargePoint’s research and development program may not produce successful results, and its new products may not achieve market acceptance, create additional revenue or become profitable.
ChargePoint may need to defend against intellectual property infringement or misappropriation claims, which may be time-consuming and expensive.
From time to time, the holders of intellectual property rights may assert their rights and urge ChargePoint to take licenses, and/or may bring suits alleging infringement, misappropriation or other violation of such rights. There can be no assurance that ChargePoint will be able to mitigate the risk of potential suits or other legal demands by competitors or other third-parties. Accordingly, ChargePoint may consider entering into licensing agreements with respect to such rights, although no assurance can be given that such licenses can be obtained on acceptable terms or that litigation will not occur, and such licenses and associated litigation could significantly increase ChargePoint’s operating expenses. In addition, if ChargePoint is determined to have or believes there is a high likelihood that it has infringed upon, misappropriated or otherwise violated a third-party’s intellectual property rights, it may be required to cease making, selling or incorporating certain key components or intellectual property into the products and services it offers, to pay substantial damages and/or royalties, to redesign its products and services, and/or to establish and maintain alternative branding. In addition, to the extent that ChargePoint’s customers and business partners become the subject of any allegation or claim regarding the infringement, misappropriation or other violation of intellectual property rights related to ChargePoint’s products and services, ChargePoint may be required to indemnify such customers and business partners. If ChargePoint were required to take one or more such actions, its business, prospects, operating results and financial condition could be materially and adversely affected. In addition, any litigation or claims, whether or not valid, could result in substantial costs, negative publicity and diversion of resources and management attention.
ChargePoint’s business may be adversely affected if it is unable to protect its technology and intellectual property from unauthorized use by third parties.
ChargePoint’s success depends, at least in part, on ChargePoint’s ability to obtain, maintain, enforce and protect its core technology and intellectual property. To accomplish this, ChargePoint relies on, and plans to continue relying on, a combination of patents, trade secrets (including know-how), employee and third-party nondisclosure agreements, copyright, trademarks, intellectual property licenses and other contractual rights to retain ownership of, and protect, its technology. Despite ChargePoint’s efforts to obtain, maintain, enforce and protect intellectual property rights, there can be no assurance that these steps will be available in all cases or will
24
be adequate to prevent ChargePoint’s competitors or other third-parties from copying, reverse engineering, or otherwise obtaining and using its technology or products or seeking court declarations that they do not infringe, misappropriate or otherwise violate its intellectual property. Failure to adequately protect its technology and intellectual property could result in competitors offering similar products, potentially resulting in the loss of some of ChargePoint’s competitive advantage and a decrease in revenue which would adversely affect its business, prospects, financial condition and operating results.
The measures ChargePoint takes to protect its technology intellectual property from unauthorized use by others may not be effective for various reasons, including the following:
•any patent applications ChargePoint submits may not result in the issuance of patents;
•the scope of issued patents may not be broad enough to protect its inventions and proprietary rights;
•any issued patents may be challenged by competitors and/or invalidated by courts or governmental authorities;
•ChargePoint may not be the first inventor of the subject matter to which it has filed a particular patent application, and it may not be the first party to file such a patent application;
•Patents have a finite term, and competitors and other third-parties may offer identical or similar products after the expiration of ChargePoint’s patents that cover such products;
•the costs associated with enforcing patents, confidentiality and invention agreements or other intellectual property rights may make aggressive enforcement impracticable;
•current and future competitors may circumvent patents or independently develop similar trade secrets or works of authorship, such as software;
•know-how and other proprietary information ChargePoint purports to hold as a trade secret may not qualify as a trade secret under applicable laws;
•ChargePoint’s employees, contractors or business partners may breach their confidentiality, non-disclosure, and non-use obligations; and
•proprietary designs and technology embodied in ChargePoint’s products may be discoverable by third-parties through means that do not constitute violations of applicable laws.
Patent, trademark, and trade secret laws vary significantly throughout the world. Some foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States. Further, policing the unauthorized use of its intellectual property in foreign jurisdictions may be difficult or impossible. Therefore, ChargePoint’s intellectual property rights may not be as strong or as easily enforced outside of the United States.
Certain patents in the EV space may come to be considered “standards essential.” If this is the case with respect to any of ChargePoint’s patents, it may be required to license certain technology on “fair, reasonable and non-discriminatory” terms, decreasing revenue. Further, competitors, vendors, or customers may, in certain instances, be free to create variations or derivative works of ChargePoint technology and intellectual property, and those derivative works may become directly competitive with ChargePoint’s offerings. Finally, ChargePoint may not be able to leverage, or obtain ownership of, all technology and intellectual property developed by ChargePoint’s vendors in connection with design and manufacture of ChargePoint’s products, thereby jeopardizing ChargePoint’s ability to obtain a competitive advantage over its competitors.
It is ChargePoint’s policy to enter into confidentiality and invention assignment agreements with its employees and contractors that have developed material intellectual property for ChargePoint, but these agreements may not be self-executing and may not otherwise adequately protect ChargePoint’s intellectual property, particularly with respect to conflicts of ownership relating to work product generated by employees and contractors. Furthermore, ChargePoint cannot be certain that these agreements will not be breached, and that third-parties will not gain access to its trade secrets, know-how and other proprietary technology. Third-parties may also independently develop the same or substantially similar proprietary technology. Monitoring unauthorized use of ChargePoint’s intellectual property is difficult and costly, as are the steps ChargePoint has taken or will take to prevent misappropriation.
To prevent unauthorized use of ChargePoint’s intellectual property, it may be necessary to prosecute actions for infringement, misappropriation or other violation of ChargePoint’s intellectual property against third-parties. Any such action could result in significant costs and diversion of ChargePoint’s resources and management’s attention, and there can be no assurance that ChargePoint will be successful in any such action. Furthermore, many of ChargePoint’s current and potential competitors have the ability to dedicate substantially greater resources to enforce their intellectual property rights than ChargePoint does. Accordingly, despite its efforts, ChargePoint may not be able to prevent third-parties from infringing, misappropriating or otherwise violating its intellectual property. Any of the foregoing may adversely affect ChargePoint’s revenues or results of operations.
25
The current lack of international standards may lead to uncertainty, additional competition and further unexpected costs.
Lack of industry standards for EV station management, coupled with utilities and other large organizations mandating their own adoption of specifications that have not become widely adopted in the industry, may hinder innovation or slow new product or new feature introduction.
In addition, automobile manufacturers may choose to utilize their own proprietary systems, which could lock out competition for EV charging stations, or to use their size and market position to influence the market, which could limit ChargePoint’s market and reach to customers, negatively impacting its business.
Further, should regulatory bodies later impose a standard that is not compatible with ChargePoint’s infrastructure, it may incur significant costs to adapt its business model to the new regulatory standard, which may require significant time and, as a result, may have a material and adverse effect on its revenue or results of operations.
ChargePoint’s technology could have undetected defects, errors or bugs in hardware or software which could reduce market adoption, damage its reputation with current or prospective customers, and/or expose it to product liability and other claims that could materially and adversely affect its business.
ChargePoint may be subject to claims that charging stations have malfunctioned and persons were injured or purported to be injured. Any insurance that ChargePoint carries may not be sufficient or it may not apply to all situations. Similarly, to the extent that such malfunctions are related to components obtained from third-party vendors, such vendors may not assume responsibility for such malfunctions. In addition, ChargePoint’s customers could be subjected to claims as a result of such incidents and may bring legal claims against ChargePoint to attempt to hold it liable. Any of these events could adversely affect ChargePoint’s brand, relationships with customers, operating results or financial condition.
Across ChargePoint’s product line, ChargePoint develops equipment solutions based on preferred second source or common off-the-shelf vendors. However, due to its designs, ChargePoint does rely on some single source vendors, the unavailability or failure of which can pose risks to supply chain or product shipping situations.
Furthermore, ChargePoint’s software platform is complex, developed for over a decade by many developers, and includes a number of licensed third-party commercial and open-source software libraries. ChargePoint’s software has contained defects and errors and may in the future contain undetected defects or errors. ChargePoint is continuing to evolve the features and functionality of its platform through updates and enhancements, and as it does, it may introduce additional defects or errors that may not be detected until after deployment to customers. In addition, if ChargePoint’s products and services, including any updates or patches, are not implemented or used correctly or as intended, inadequate performance and disruptions in service may result.
Any defects or errors in product or services offerings, or the perception of such defects or errors, or other performance problems could result in any of the following, each of which could adversely affect ChargePoint’s business and results of its operations:
•expenditure of significant financial and product development resources, including recalls, in efforts to analyze, correct, eliminate or work around errors or defects;
•loss of existing or potential customers or partners;
•interruptions or delays in sales;
•delayed or lost revenue;
•delay or failure to attain market acceptance;
•delay in the development or release of new functionality or improvements;
•negative publicity and reputational harm;
•sales credits or refunds;
•exposure of confidential or proprietary information;
•diversion of development and customer service resources;
•breach of warranty claims;
•legal claims under applicable laws, rules and regulations; and
•an increase in collection cycles for accounts receivable or the expense and risk of litigation.
26
Although ChargePoint has contractual protections, such as warranty disclaimers and limitation of liability provisions, in many of its agreements with customers, resellers and other business partners, such protections may not be uniformly implemented in all contracts and, where implemented, may not fully or effectively protect from claims by customers, resellers, business partners or other third-parties. Any insurance coverage or indemnification obligations of suppliers may not adequately cover all such claims or cover only a portion of such claims. A successful product liability, warranty, or other similar claim could have an adverse effect on ChargePoint’s business, operating results and financial condition. In addition, even claims that ultimately are unsuccessful could result in expenditure of funds in litigation, divert management’s time and other resources and cause reputational harm.
Some of ChargePoint’s products contain open-source software, which may pose particular risks to its proprietary software, products and services in a manner that could harm its business.
ChargePoint uses open-source software in its products and anticipates using open-source software in the future. Some open-source software licenses require those who distribute open-source software as part of their own software product to publicly disclose all or part of the source code to such software product or to make available any derivative works of the open-source code on unfavorable terms or at no cost, and ChargePoint may be subject to such terms. The terms of many open-source licenses have not been interpreted by U.S. or foreign courts, and there is a risk that open source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on ChargePoint’s ability to provide or distribute ChargePoint’s products or services.
In addition, ChargePoint relies on some open-source software and libraries issued under the General Public License (or similar “copyleft” licenses) for development of its products and may continue to rely on similar copyleft licenses. Third-parties may assert a copyright claim against ChargePoint regarding its use of such software or libraries, which could lead to a limitation of ChargePoint’s use of such software or libraries. Use of such software or libraries may also force ChargePoint to provide third-parties, at no cost, the source code to its proprietary software, which may decrease revenue and lessen any competitive advantage ChargePoint has due to the secrecy of its source code.
ChargePoint could face claims from third-parties claiming ownership of, or demanding release of, the open-source software or derivative works that ChargePoint developed using such software, which could include ChargePoint’s proprietary source code, or otherwise seeking to enforce the terms of the applicable open-source license. These claims could result in litigation and could require ChargePoint to make its software source code freely available, purchase a costly license or cease offering the implicated products or services unless and until ChargePoint can re-engineer them to avoid infringement, which may be a costly and time-consuming process, and ChargePoint may not be able to complete the re-engineering process successfully.
Additionally, the use of certain open-source software can lead to greater risks than use of third-party commercial software, as open-source licensors generally do not provide warranties or controls on the origin of software. There is typically no support available for open-source software, and ChargePoint cannot ensure that the authors of such open-source software will implement or push updates to address security risks or will not abandon further development and maintenance. Many of the risks associated with the use of open-source software, such as the lack of warranties or assurances of title or performance, cannot be eliminated, and could, if not properly addressed, have an adverse effect on ChargePoint’s business and results.
Interruptions, delays in service or inability to increase capacity, including internationally, at third-party data center facilities could impair the use or functionality of ChargePoint’s subscription services, harm its business and subject it to liability.
ChargePoint currently serves customers from third-party data center facilities operated by Amazon Web Services (“AWS”) located in the United States, Europe and Canada. In addition to AWS, some ChargePoint services are housed in third-party data centers operated by Rackspace Technology in the United States. Any outage or failure of such data centers could negatively affect ChargePoint’s product connectivity and performance. ChargePoint’s primary environments are behind the Content Delivery Network operated by Cloudflare, Inc. (“Cloudflare”), and any interruptions of Cloudflare’s services could negatively affect ChargePoint’s product connectivity and performance. Furthermore, ChargePoint depends on connectivity from its charging stations to its data centers through cellular service providers, such as Verizon. Any incident affecting a data center facility’s or a cellular service provider’s infrastructure or operations, whether caused by fire, flood, severe storm, earthquake, power loss, telecommunications failures, breach of security protocols, computer viruses and disabling devices, failure of access control mechanisms, natural disasters, war, criminal act, military actions, terrorist attacks and other similar events could negatively affect the use, functionality or availability of ChargePoint’s services.
Any damage to, or failure of, ChargePoint’s systems, or those of its third-party providers, could interrupt or hinder the use or functionality of its services. Impairment of or interruptions in ChargePoint’s services may reduce revenue, subject it to claims and litigation, cause customers to terminate their subscriptions, and adversely affect renewal rates and its ability to attract new customers. ChargePoint’s business will also be harmed if customers and potential customers believe its products and services are unreliable.
Customer-Related Risks
ChargePoint may be unable to leverage customer data in all geographic locations, and this limitation may impact research and development operations.
ChargePoint relies on data collected through charging stations or its mobile application, including usage data and geolocation data. ChargePoint uses this data in connection with the research, development and analysis of its technologies. ChargePoint’s inability to obtain necessary rights to use this data or freely transfer this data out of, for example, the European Economic Area, could result in delays or otherwise negatively impact ChargePoint’s research and development efforts.
27
ChargePoint’s ability to maintain customer satisfaction depends in part on the quality of ChargePoint’s customer support. Failure to maintain high-quality customer support could adversely affect ChargePoint’s reputation, business, results of operation, and financial condition.
ChargePoint believes that the successful use of its EV charging stations and Cloud Services requires a high level of support and engagement for many of its customers, particularly its fleet and commercial customers. In order to deliver appropriate customer support and engagement, ChargePoint must successfully assist its customers in deploying and continuing to use ChargePoint’s Cloud Services tools and EV charging stations, resolving performance issues, addressing interoperability challenges with a customers’ existing information technology or fuel management platforms, responding to EV charging station component failures or replacement parts, as well as charging station performance and reliability issues that may arise from time to time.

ChargePoint provides support to its commercial, fleet and residential EV charging station owners and operators. Such support services are generally provided under its Assure warranty program, including proactive charging station monitoring, guaranteed service response times and labor and parts warranties. ChargePoint further provides support for EV drivers connecting to and utilizing ChargePoint’s Cloud Services and its network of EV charging stations, including customer support services and mobile services. ChargePoint’s support organization faces additional challenges associated with its international operations, including those associated with delivering support, training, and documentation in languages other than English. Failure to maintain high-quality customer support could adversely affect ChargePoint’s reputation, business, results of operations, and financial condition.
In addition to providing direct customer support, ChargePoint also relies on channel partners in order to provide frontline support to some of its customers, including with respect to commissioning, maintenance, component part replacements and repairs of charging stations. If ChargePoint’s channel partners do not provide support to the satisfaction of ChargePoint’s customers, ChargePoint may be required to hire additional personnel and to invest in additional resources in order to provide an adequate level of support, generally at a higher cost than that associated with its channel partners, which may increase ChargePoint’s costs and expenses and adversely affect ChargePoint’s gross margins. There can be no assurance that ChargePoint will be able to hire sufficient support personnel as and when needed. To the extent that ChargePoint is unsuccessful in hiring, training, and retaining adequate support personnel, its ability to provide high-quality and timely support to its customers will be negatively impacted and its customers’ satisfaction with its Cloud Services and EV charging stations could be adversely affected. Any failure to maintain high-quality customer support, or a market perception that ChargePoint does not maintain high-quality customer support, could adversely affect ChargePoint’s reputation, business, results of operations, and financial condition, particularly with respect to its fleet customers (see also “Risks Related to ChargePoint’s Business - Supply chain disruptions, manufacturing interruptions or delays, or the failure to accurately forecast customer demand, could adversely affect ChargePoint’s ability to meet customer demand, lead to higher costs, and adversely affect ChargePoint’s business and results of operations. For example, supply chain challenges related to the COVID-19 pandemic and global chip shortages have impacted companies worldwide and may have adverse effects on ChargePoint suppliers and, as a result, ChargePoint”).
ChargePoint’s business will depend on customers renewing their services subscriptions. If customers do not continue to use its subscription offerings or if they fail to add more stations, its business and operating results will be adversely affected.
In addition to selling charging station hardware, ChargePoint also depends on customers continuing to subscribe to its EV charging services and extended warranty coverages. Therefore, it is important that customers renew their subscriptions when the contract term expires and add additional charging stations and services to their subscriptions. Customers may decide not to renew their subscriptions with a similar contract period, at the same prices or terms or with the same or a greater number of users, stations or level of functionality. Customer retention may decline or fluctuate as a result of a number of factors, including satisfaction with software and features, functionality of the charging stations, prices, features and pricing of competing products, reductions in spending levels, mergers and acquisitions involving customers and deteriorating general economic conditions.
If customers do not renew their subscriptions, if they renew on less favorable terms or if they fail to add products or services, ChargePoint’s business and operating results will be adversely affected.
Changes in subscriptions or pricing models may not be reflected in near-term operating results.
ChargePoint generally recognizes subscription revenue from customers ratably over the terms of their contracts. As a result, most of the subscription revenue reported in each quarter is derived from the recognition of deferred revenue relating to subscriptions entered into during previous quarters. Consequently, a decline in new or renewed subscriptions in any single quarter will likely have only a small impact on revenue for that quarter. However, such a decline will negatively affect revenue in future quarters. In addition, the severity and duration of events may not be predictable, and their effects could extend beyond a single quarter. Accordingly, the effect of significant downturns in sales and market acceptance of subscription services, and potential changes in pricing policies or rate of renewals, may not be fully apparent until future periods.
28
Financial, Tax and Accounting-Related Risks
ChargePoint’s financial condition and results of operations are likely to fluctuate on a quarterly basis in future periods, which could cause its results for a particular period to fall below expectations, resulting in a decline in the price of its Common Stock.
ChargePoint’s financial condition and results of operations have fluctuated in the past and may continue to fluctuate in the future due to a variety of factors, many of which are beyond its control.
In addition to the other risks described herein, the following factors could also cause ChargePoint’s financial condition and results of operations to fluctuate on a quarterly basis:
•the timing and volume of new sales;
•fluctuations in service costs, particularly due to unexpected costs of servicing and maintaining charging stations;
•the timing of new product introductions, which can initially have lower gross margins;
•the introduction of new products by competitors, changes in pricing or other factors impacting competition;
•weaker than anticipated demand for charging stations, whether due to changes in government incentives and policies or due to other conditions;
•fluctuations in sales and marketing or research and development expenses;
•supply chain interruptions, volatility in raw material prices and manufacturing or delivery delays;
•the timing and availability of new products relative to customers’ and investors’ expectations;
•the length of the sales and installation cycle for a particular customer;
•the impact of the ongoing COVID-19 pandemic on ChargePoint’s workforce, or those of its customers, suppliers, vendors or business partners;
•disruptions in sales, production, service or other business activities or ChargePoint’s inability to attract and retain qualified personnel; and
•unanticipated changes in federal, state, local or foreign government incentive programs, which can affect demand for EVs.
Fluctuations in operating results and cash flow could, among other things, give rise to short-term liquidity issues. In addition, revenue, and other operating results in future quarters may fall short of the expectations of investors and financial analysts, which could have an adverse effect on the price of the Common Stock.
Changes to applicable U.S. tax laws and regulations or exposure to additional income tax liabilities could affect ChargePoint’s business and future profitability.
ChargePoint is a U.S. corporation and thus subject to U.S. corporate income tax on its worldwide operations. Moreover, the majority of ChargePoint’s operations and customers are located in the United States, and as a result, ChargePoint is subject to various U.S. federal, state and local taxes. New U.S. laws and policy relating to taxes may have an adverse effect on ChargePoint’s business and future profitability. Further, existing U.S. tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to ChargePoint.
For example, on December 22, 2017, the Tax Cuts and Jobs Act of 2017 (“Tax Act”), was signed into law making significant changes to the Code, and certain provisions of the Tax Act may adversely affect ChargePoint. In particular, sweeping changes were made to the U.S. taxation of foreign operations. Changes include, but are not limited to, a permanent reduction to the corporate income tax rate, limiting interest deductions, a reduction to the maximum deduction allowed for net operating losses generated in tax years after December 31, 2017, the elimination of carrybacks of net operating losses, adopting elements of a territorial tax system, assessing a repatriation tax or “toll-charge” on undistributed earnings and profits of U.S.-owned foreign corporations, and introducing certain anti-base erosion provisions, including a new minimum tax on global intangible low-taxed income and base erosion and anti-abuse tax. The Tax Act could be subject to potential amendments and technical corrections, and is subject to interpretations and implementing regulations by the U.S. Treasury and Internal Revenue Service (“IRS”), any of which could mitigate or increase certain adverse effects of the legislation.
In addition, the Tax Act may impact taxation in other jurisdictions, including with respect to state income taxes as state legislatures respond to the Tax Act. Additionally, other foreign governing bodies have and may enact changes to their tax laws in
29
reaction to the Tax Act that could result in changes to ChargePoint’s global tax position and materially adversely affect its business and future profitability.
As a result of ChargePoint’s plans to expand operations, including to jurisdictions in which the tax laws may not be favorable, ChargePoint’s tax rate may fluctuate, ChargePoint’s tax obligations may become significantly more complex and subject to greater risk of examination by taxing authorities or ChargePoint may be subject to future changes in tax law, the impacts of which could adversely affect ChargePoint’s after-tax profitability and financial results.
Because ChargePoint does not have a long history of operating at its present scale and it has significant expansion plans, ChargePoint’s effective tax rate may fluctuate in the future. Future effective tax rates could be affected by operating losses in jurisdictions where no tax benefit can be recorded under U.S. generally accepted accounting principles (“GAAP”), changes in the composition of earnings in countries with differing tax rates, changes in deferred tax assets and liabilities, or changes in tax laws. Factors that could materially affect ChargePoint’s future effective tax rates include, but are not limited to: (a) changes in tax laws or the regulatory environment, (b) changes in accounting and tax standards or practices, (c) changes in the composition of operating income by tax jurisdiction and (d) ChargePoint’s operating results before taxes.
Additionally, ChargePoint’s operations are subject to significant income, withholding and other tax obligations in the United States and may become subject to taxes in numerous additional state, local and non-U.S. jurisdictions with respect to its income, operations and subsidiaries related to those jurisdictions. ChargePoint’s after-tax profitability and financial results could be subject to volatility or be affected by numerous factors, including (a) the availability of tax deductions, credits, exemptions, refunds (including refunds of value added taxes) and other benefits to reduce ChargePoint’s tax liabilities, (b) changes in the valuation of ChargePoint’s deferred tax assets and liabilities, (c) expected timing and amount of the release of any tax valuation allowances, (d) tax treatment of stock-based compensation, (e) changes in the relative amount of ChargePoint’s earnings subject to tax in the various jurisdictions in which ChargePoint operates or has subsidiaries, (f) the potential expansion of ChargePoint’s business into or otherwise becoming subject to tax in additional jurisdictions, (g) changes to ChargePoint’s existing intercompany structure (and any costs related thereto) and business operations, (h) the extent of ChargePoint’s intercompany transactions and the extent to which taxing authorities in the relevant jurisdictions respect those intercompany transactions and (i) ChargePoint’s ability to structure ChargePoint’s operations in an efficient and competitive manner. Due to the complexity of multinational tax obligations and filings, ChargePoint may have a heightened risk related to audits or examinations by U.S. federal, state, local and non-U.S. taxing authorities. Outcomes from these audits or examinations could have an adverse effect on ChargePoint’s after-tax profitability and financial condition. Additionally, the IRS and several foreign tax authorities have increasingly focused attention on intercompany transfer pricing with respect to sales of products and services and the use of intangibles. Tax authorities could disagree with ChargePoint’s intercompany charges, cross-jurisdictional transfer pricing or other matters and assess additional taxes. If ChargePoint does not prevail in any such disagreements, its profitability may be affected.
ChargePoint’s after-tax profitability and financial results may also be adversely impacted by changes in the relevant tax laws and tax rates, treaties, regulations, administrative practices and principles, judicial decisions and interpretations thereof, in each case, possibly with retroactive effect. For example, the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting recently entered into force among the jurisdictions that have ratified it, although the United States has not yet entered into this convention. These recent changes could negatively impact ChargePoint’s taxation, especially as ChargePoint expands its relationships and operations internationally.
The ability of ChargePoint to utilize net operating loss and tax credit carryforwards is conditioned upon ChargePoint attaining profitability and generating taxable income. ChargePoint has incurred significant net losses since inception and it is anticipated that ChargePoint will continue to incur significant losses. Additionally, ChargePoint’s ability to utilize net operating loss and tax credit carryforwards to offset future taxable income may be limited.
As of January 31, 2022, ChargePoint had $737.8 million of U.S. federal and $312.6 million of California net operating loss carryforwards available to reduce future taxable income, of which $549.0 million of the U.S. federal net operating loss carryforwards can be carried forward indefinitely. The U.S. federal and California state net operating loss carryforwards begin to expire in 2028. In addition, ChargePoint had net operating loss carryforwards for other states of $270.9 million, which begin to expire in 2023. The Tax Act included a reduction to the maximum deduction allowed for net operating losses generated in tax years after December 31, 2017 and the elimination of carrybacks of net operating losses. It is possible that ChargePoint will not generate taxable income in time to utilize the net operating loss carryforwards.
In addition, net operating loss carryforwards and certain tax credits may be subject to significant limitations under Section 382 and Section 383 of the Code, respectively, and similar provisions of state law. Under those sections of the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change attributes, such as research tax credits, to offset its post-change income or tax may be limited. In general, an “ownership change” will occur if there is a cumulative change in ownership by “5% stockholders” that exceeds 50 percentage points over a rolling three-year period. ChargePoint has experienced ownership changes since its incorporation and is already subject to limitations on its ability to utilize its existing net operating loss carryforwards and other tax attributes to offset taxable income or tax liability. In addition, changes in the ownership during its fiscal year ending January 31, 2022 and future changes in ChargePoint’s stock ownership, which are outside of ChargePoint’s control, may trigger further ownership changes. Similar provisions of state tax law may also apply to limit
30
ChargePoint’s use of accumulated state tax attributes. As a result, even if ChargePoint earns net taxable income in the future, its ability to use its pre-change net operating loss carryforwards and other tax attributes to offset such taxable income or tax liability may be subject to limitations, which could potentially result in increased future income tax liability to ChargePoint.
ChargePoint performed an analysis to assess whether an “ownership change,” as defined by Section 382 of the Code, has occurred from its inception through January 31, 2021. Based on this analysis, ChargePoint has experienced “ownership changes,” limiting the utilization of the net operating loss carryforwards or research and development tax credit carryforwards under Section 382 of the Code by first multiplying the value of the ChargePoint’s stock at the time of the ownership change by the applicable long-term tax-exempt rate, and then applying additional adjustments, as required. Any limitation may result in expiration of a portion of the net operating loss carryforwards or research and development tax credit carryforwards before utilization. In addition, the Merger during fiscal year 2022 may constitute an ownership change under Sections 382 and 383 of the Code and ChargePoint expects to complete a Section 382 analysis for changes during this period during its fiscal year ending January 31, 2023. ChargePoint’s net operating losses or credits may also be impaired under state law. Accordingly, ChargePoint may not be able to utilize a material portion of the net operating losses or credits. The ability of ChargePoint to utilize ChargePoint’s net operating losses or credits is conditioned upon ChargePoint attaining profitability and generating U.S. federal and state taxable income. ChargePoint has incurred significant net losses since inception and will continue to incur significant losses; and therefore, ChargePoint does not know whether or when the combined carryforwards may be or may become subject to limitation by Sections 382 and 383 of the Code.
ChargePoint’s reported financial results may be negatively impacted by changes in U.S. GAAP.
U.S. GAAP is subject to interpretation by the Financial Accounting Standards Board’s Accounting Standards Codification, the SEC and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on reported financial results, and may even affect the reporting of transactions completed before the announcement or effectiveness of a change.
ChargePoint incurs significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations.
ChargePoint faces increased legal, accounting, administrative and other costs and expenses as a public company that it did not incur as a private company. Sarbanes-Oxley, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Act and the rules and regulations promulgated and to be promulgated thereunder, the Public Company Accounting Oversight Board and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements increases costs and make certain activities more time-consuming. A number of those requirements require it to carry out activities ChargePoint has not done previously. In addition, expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified, such as the material weakness as described in this Annual Report and the restatement of ChargePoint’s previously issued consolidated financial statements and related material weakness as described in this Risk Factors section, ChargePoint may be subject to additional costs and expenses to come into compliance (see also “Financial, Tax and Accounting-Related Risks —ChargePoint has identified material weaknesses in its internal control over financial reporting. If ChargePoint is unable to remediate these material weaknesses, or if ChargePoint identifies additional material weaknesses in the future or otherwise fails to maintain an effective system of internal control over financial reporting, this may result in material misstatements of ChargePoint’s consolidated financial statements or cause ChargePoint to fail to meet its periodic reporting obligations,” and “Risks Related to Legal Matters and Regulations—ChargePoint may face litigation and other risks as a result of the material weakness in its internal control over financial reporting and the restatement of its financial statements,” for more detail). ChargePoint has incurred and could incur additional costs to rectify those or new issues, and the existence of these issues could adversely affect its reputation or investor perceptions. In addition, as a public company, ChargePoint maintains director and officer liability insurance, for which it must pay substantial premiums. The additional reporting and other obligations imposed by these rules and regulations increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. Advocacy efforts by stockholders and third-parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.
ChargePoint has identified material weaknesses in its internal control over financial reporting. If ChargePoint is unable to remediate these material weaknesses, or if ChargePoint identifies additional material weaknesses in the future or otherwise fails to maintain an effective internal control over financial reporting, this may result in material misstatements of ChargePoint’s consolidated financial statements or cause ChargePoint to fail to meet its periodic reporting obligations.
As a public company, ChargePoint is required to provide management’s attestation on internal controls pursuant to Section 404 of Sarbanes-Oxley. The standards required for a public company under Section 404(a) and Section 404(b) of Sarbanes-Oxley are significantly more stringent than those previously required of ChargePoint as a privately-held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements of Section 404(a) and/or Section 404(b) of Sarbanes-Oxley. If ChargePoint is not able to implement these additional requirements in a timely manner or with adequate compliance, it may not be able to assess whether its internal control over financial reporting is effective, which may subject it to adverse regulatory consequences and could harm investor confidence.
In connection with the preparation and audit of ChargePoint’s consolidated financial statements, material weaknesses were identified in its internal control over financial reporting as of January 31, 2022. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of ChargePoint’s annual or interim financial statements will not be prevented or detected on a timely basis.
31
ChargePoint did not design and maintain an effective control environment commensurate with its financial reporting requirements. Specifically, ChargePoint did not maintain a sufficient complement of personnel with an appropriate degree of accounting knowledge, experience and training to appropriately analyze, record and disclose accounting matters commensurate with its accounting and reporting requirements. This material weakness contributed to the following additional material weaknesses:
•ChargePoint did not design and maintain formal accounting policies, procedures and controls over significant accounts and disclosures to achieve complete, accurate and timely financial accounting, reporting and disclosures, including accounting for complex features associated with warrants, segregation of duties and adequate controls related to the preparation and review of journal entries.; and
•ChargePoint did not design and maintain effective controls related to the valuation of acquired intangible assets, specifically controls over the review of the inputs and assumptions used in the valuation of the acquired assets.
The material weakness related to formal accounting policies, procedures and controls resulted in adjustments to several accounts and disclosures related to the Legacy ChargePoint consolidated financial statements for the years ended January 31, 2021, 2020 and 2019. The material weakness related to the accounting for complex features associated with warrants resulted in the restatement of the previously issued financial statements of the entity acquired as part of the Merger Agreement related to warrant liabilities and equity. The material weakness related to the valuation of acquired intangible assets resulted in material adjustments to customer relationships and goodwill and related disclosures to ChargePoint’s consolidated financial statements for the year ended January 31, 2022. These material weaknesses could result in a material misstatement of substantially all of ChargePoint’s accounts or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.
In addition, ChargePoint did not design and maintain effective controls over certain information technology (“IT”) general controls for information systems that are relevant to the preparation of its consolidated financial statements. Specifically, ChargePoint did not design and maintain (a) program change management controls to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately, (b) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to its financial applications and data to appropriate company personnel and (c) testing and approval controls for program development to ensure that new software development is aligned with business and IT requirements. The IT deficiencies did not result in a any misstatements to the consolidated financial statements, however, the deficiencies, when aggregated, could impact maintaining effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected. Accordingly, ChargePoint management has determined these deficiencies in the aggregate constitute a material weakness.
ChargePoint has continued implementation of a plan to remediate these material weaknesses. These remediation measures are ongoing and include the following:
•hiring additional finance and accounting personnel to bolster the accounting capabilities and capacity and to establish and maintain internal control over financial reporting;
•designing and implementing controls to formalize roles and review responsibilities to align with the staff’s skills and experience and designing and implementing controls over segregation of duties;
•providing ongoing training for personnel on accounting, financial reporting and internal control over financial reporting;
•designing and implementing controls to review the accounting for complex features associated with warrants;
•designing and implementing controls to review the inputs and assumptions used in the valuation of the acquired assets;
•engaging an external advisor to assist with evaluating and documenting the design and operating effectiveness of internal control over financial reporting and assist with the remediation of deficiencies, as necessary;
•designing and implementing controls over the preparation and review of journal entries and account reconciliations, including controls over the segregation of duties; and
•designing and implementing IT general controls, including controls over program change management, the provisioning and monitoring of user access rights and privileges and program development processes and procedures.
ChargePoint’s remediation efforts could continue beyond the fiscal year ending January 31, 2023. At this time, ChargePoint cannot provide an estimate of costs expected to be incurred in connection with implementing this remediation plan; however, these remediation measures will be time consuming, will result in it incurring significant costs, and will place significant demands on its financial and operational resources.
In order to maintain and improve the effectiveness of its internal control over financial reporting, ChargePoint has expended, and anticipates it will continue to expend, significant resources, including accounting-related costs and significant management oversight. At
32
such time, ChargePoint’s independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which its internal control over financial reporting is documented, designed or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could adversely affect the business and operating results and could cause a decline in the price of ChargePoint’s Common Stock.
Risks Related to Legal Matters and Regulations
Privacy concerns and laws, or other domestic or foreign regulations, may adversely affect ChargePoint’s business.
ChargePoint relies on data collected through charging stations or its mobile application, including usage data and geolocation data. ChargePoint uses this data in connection with the research, development and analysis of its technologies. Accordingly, ChargePoint may be subject to or affected by a number of federal, state, local and international laws and regulations, as well as contractual obligations and industry standards, that impose certain obligations and restrictions with respect to data privacy and security and govern its collection, storage, retention, protection, use, processing, transmission, sharing and disclosure of personal information including that of ChargePoint’s employees, customers and other third-parties with whom ChargePoint conducts business. National and local governments and agencies in the countries in which ChargePoint operates and in which its customers operate have adopted, are considering adopting, or may adopt laws and regulations regarding the collection, use, storage, processing and disclosure of information regarding consumers and other individuals, which could impact its ability to offer services in certain jurisdictions. Laws and regulations relating to the collection, use, storage, disclosure, security and other processing of individuals’ information can vary significantly from jurisdiction to jurisdiction and are particularly stringent in Europe. The costs of compliance with, and other burdens imposed by, laws, regulations, standards and other obligations relating to privacy, data protection and information security are significant. In addition, some companies, particularly larger enterprises, often will not contract with vendors that do not meet these rigorous standards. Accordingly, the failure, or perceived inability, to comply with these laws, regulations, standards and other obligations may limit the use and adoption of ChargePoint’s solutions, reduce overall demand, lead to regulatory investigations, litigation and significant fines, penalties or liabilities for actual or alleged noncompliance, or slow the pace at which it closes sales transactions, any of which could harm its business. Moreover, if ChargePoint or any of its employees or contractors fail or are believed to fail to adhere to appropriate practices regarding customers’ data, it may damage its reputation and brand.
Additionally, existing laws, regulations, standards and other obligations may be interpreted in new and differing manners in the future, and may be inconsistent among jurisdictions. Future laws, regulations, standards and other obligations, and changes in the interpretation of existing laws, regulations, standards and other obligations could result in increased regulation, increased costs of compliance and penalties for non-compliance, and limitations on data collection, use, disclosure and transfer for ChargePoint and its customers.
Additionally, the EU adopted the GDPR in 2016, and it became effective in May 2018. The GDPR establishes requirements applicable to the handling of personal data and imposes penalties for non-compliance of up to the greater of €20 million or 4% of worldwide revenue. The costs of compliance with, and other burdens imposed by, the GDPR may limit the use and adoption of ChargePoint’s products and services and could have an adverse impact on its business. Further, California adopted the CCPA and the California State Attorney General has begun enforcement actions. Although ChargePoint initiated a compliance program designed to ensure CCPA compliance after consulting with outside privacy counsel, ChargePoint may remain exposed to ongoing legal risks and compliance costs related to CCPA and the new California Privacy Rights Act (“CPRA”), which will become effective in most material respects starting on January 1, 2023.
The costs of compliance with, and other burdens imposed by, laws and regulations relating to privacy, data protection and information security that are applicable to the businesses of customers may adversely affect ability and willingness to process, handle, store, use and transmit certain types of information, such as demographic and other personal information. The EU and the United States agreed in 2016 to the EU-US Privacy Shield Framework, which provided one mechanism for lawful cross-border transfers of personal data between the EU and the United States. However, the Court of Justice of the EU issued a decision on July 16, 2020 invalidating the EU-US Privacy Shield Framework, thereby creating additional legal risk for ChargePoint. In addition, the other bases on which ChargePoint and its customers rely for the transfer of personal data across national borders is pursuant to standard contractual clauses to legitimize the transfer of personal data to the U.S. and other third countries in compliance with the GDPR. Notably, on June 4, 2021, the European Commission published revised standard contractual clauses, which imposed additional requirements on companies that utilize this method to legitimize transfers of personal data to the U.S. and other third countries. There are a number of legal uncertainties regarding the application of the revised standard contractual clauses and ChargePoint will continue to face uncertainty as regulatory guidance is developed in this area as to whether ChargePoint’s efforts to comply with its obligations under European privacy laws will be sufficient. If ChargePoint or its customers are unable to transfer data between and among countries and regions in which it operates, it could decrease demand for its products and services or require it to modify or restrict some of its products or services.
In addition to government activity, privacy advocacy groups, the technology industry and other industries have established or may establish various new, additional or different self-regulatory standards that may place additional burdens on technology companies. Customers may expect that ChargePoint will meet voluntary certifications or adhere to other standards established by them or third-parties. If ChargePoint is unable to maintain these certifications or meet these standards, it could reduce demand for its solutions and adversely affect its business.
33
Failure to comply with anticorruption and anti-money laundering laws, including the FCPA and similar laws associated with activities outside of the United States, could subject ChargePoint to penalties and other adverse consequences.
ChargePoint is subject to the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act, the Anti-Bribery Act and possibly other anti-bribery and anti-money laundering laws in countries in which it conducts activities. It faces significant risks if it fails to comply with the FCPA and other anti-corruption laws that prohibit companies and their employees and third-party intermediaries from promising, authorizing, offering or providing, directly or indirectly, improper payments or benefits to foreign government officials, political parties and private-sector recipients for the purpose of obtaining or retaining business, directing business to any person or securing any advantage. Any violation of the FCPA, other applicable anti-corruption laws, and anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, or severe criminal or civil sanctions, which could have a materially adverse effect on ChargePoint’s reputation, business, operating results and prospects. In addition, ensuring compliance may be costly and time-consuming and responding to any enforcement action may result in a significant diversion of management’s attention and resources, significant defense costs and other professional fees.
Failure to comply with laws relating to employment could subject ChargePoint to penalties and other adverse consequences.
ChargePoint is subject to various employment-related laws in the jurisdictions in which its employees are based. It faces risks if it fails to comply with applicable U.S. federal or state wage laws, or wage laws applicable to its employees outside of the United States. For example, ChargePoint implemented a reduction in force and furloughed employees in 2020, and the attendant layoffs and/or furloughs could create an additional risk of claims being made on behalf of affected employees. Any violation of applicable wage laws or other labor-or employment-related laws could result in complaints by current or former employees, adverse media coverage, investigations and damages or penalties which could have a materially adverse effect on ChargePoint’s reputation, business, operating results and prospects. In addition, responding to any such proceeding may result in a significant diversion of management’s attention and resources, significant defense costs and other professional fees.
Existing and future environmental health and safety laws and regulations could result in increased compliance costs or additional operating costs or construction costs and restrictions. Failure to comply with such laws and regulations may result in substantial fines or other limitations that may adversely impact ChargePoint’s financial results or results of operation.
ChargePoint and its operations, as well as those of ChargePoint’s contractors, suppliers and customers, are subject to certain environmental laws and regulations, including laws related to the use, handling, storage, transportation and disposal of hazardous substances and wastes as well as electronic wastes and hardware, whether hazardous or not. These laws may require ChargePoint or others in ChargePoint’s value chain to obtain permits and comply with procedures that impose various restrictions and obligations that may have material effects on ChargePoint’s operations. If key permits and approvals cannot be obtained on acceptable terms, or if other operational requirements cannot be met in a manner satisfactory for ChargePoint’s operations or on a timeline that meets ChargePoint’s commercial obligations, it may adversely impact ChargePoint’s business.
Environmental and health and safety laws and regulations can be complex and may be subject to change, such as through new requirements enacted at the supranational, national, sub-national and/or local level or new or modified regulations that may be implemented under existing law. The nature and extent of any changes in these laws, rules, regulations and permits may be unpredictable and may have material effects on ChargePoint’s business. Future legislation and regulations or changes in existing legislation and regulations, or interpretations thereof, including those relating to hardware manufacturing, electronic waste or batteries, could cause additional expenditures, restrictions and delays in connection with ChargePoint’s operations as well as other future projects, the extent of which cannot be predicted.
Further, ChargePoint currently relies on third-parties to ensure compliance with certain environmental laws, including those related to the disposal of hazardous and non-hazardous wastes. Any failure to properly handle or dispose of such wastes, regardless of whether such failure is ChargePoint’s or its contractors, may result in liability under environmental laws, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), under which liability may be imposed without regard to fault or degree of contribution for the investigation and clean-up of contaminated sites, as well as impacts to human health and damages to natural resources. Additionally, ChargePoint may not be able to secure contracts with third-parties to continue their key supply chain and disposal services for ChargePoint’s business, which may result in increased costs for compliance with environmental laws and regulations.
ChargePoint may face litigation and other risks as a result of the material weakness in its internal control over financial reporting and the restatement of its financial statements.
Following the issuance of the SEC’s Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies on April 12, 2021, the audit committee of ChargePoint’s Board of Directors (the “Board”), after considering the recommendations of management, determined that it was appropriate to restate ChargePoint’s previously filed financial statements for certain periods of non-reliance. As part of this restatement, ChargePoint identified a material weakness in its internal control over financial reporting.
As a result of such material weakness, such restatement, the change in accounting for ChargePoint’s previously outstanding publicly-traded warrants (the “Public Warrants”) and private placement warrants issued to NGP Switchback, LLC, the sponsor of Switchback (“ Private Placement Warrants”), and other matters raised or that may in the future be raised by the SEC, ChargePoint faces
34
potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatement and material weaknesses in its internal control over financial reporting and the preparation of its financial statements. As of the date of this Annual Report, ChargePoint has no knowledge of any such litigation or dispute. However, ChargePoint can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on its business, results of operations and financial condition. As of the date of this Annual Report, no Public Warrants and no Private Placement Warrants remained outstanding.
Risks Related to Ownership of ChargePoint’s Securities

Future sales of ChargePoint’s Common Stock in the public market, or the perception that such sales may occur, could reduce ChargePoint’s stock price, and any additional capital raised through the sale of equity or convertible securities may dilute existing stockholder’s ownership.

ChargePoint may raise additional capital through the issuance of equity or debt securities in the future. In that event, the ownership of existing ChargePoint stockholders would be diluted and the value of the stockholders' equity in Common Stock could be reduced. If ChargePoint raised more equity capital from the sale of Common Stock, institutional or other investors may negotiate terms more favorable than the current prices of ChargePoint’s Common Stock. If ChargePoint issues debt securities, the holders of the debt would have a claim to ChargePoint assets that would be prior to the rights of stockholders until the debt is repaid. Interest on these debt securities would increase costs and could negatively impact operating results. In accordance with Delaware law and the provisions of ChargePoint’s Second Amended and Restated Certificate of Incorporation (the “Second A&R Charter”) ChargePoint may issue preferred stock that ranks senior in right of dividends, liquidation or voting to its Common Stock. The issuance by ChargePoint of such preferred stock may (a) reduce or eliminate the amount of cash available for payment of dividends to other holders of ChargePoint Common Stock, (b) diminish the relative voting strength of the total shares of Common Stock outstanding as a class, or (c) subordinate the claims of ChargePoint holders of Common Stock to ChargePoint assets in the event of a liquidation. ChargePoint cannot predict the size of future issuances of its Common Stock or securities convertible into Common Stock or the effect, if any, that future issuances and sales of shares of its Common Stock will have on the market price of its Common Stock. Sales of substantial amounts of ChargePoint Common Stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of ChargePoint Common Stock.
Concentration of ownership among ChargePoint’s existing executive officers, directors and their affiliates may prevent new investors from influencing significant corporate decisions.
As of January 31, 2022, ChargePoint’s directors, executive officers and their affiliates in the aggregate beneficially own approximately 25.4% of the outstanding Common Stock. As a result, these stockholders are able to exercise a significant level of control over all matters requiring stockholder approval, including the election of directors, any amendment of the certificate of incorporation and approval of significant corporate transactions. This control could have the effect of delaying or preventing a change of control or changes in management and will make the approval of certain transactions difficult or impossible without the support of these stockholders.
ChargePoint has never paid cash dividends on its capital stock and does not anticipate paying dividends in the foreseeable future.
ChargePoint has never paid cash dividends on its capital stock and currently intends to retain any future earnings to fund the growth of its business. Any determination to pay dividends in the future will be at the discretion of the Board and will depend on financial condition, operating results, capital requirements, general business conditions and other factors that the Board may deem relevant. As a result, capital appreciation, if any, of Common Stock will be the sole source of gain for the foreseeable future.
The price of ChargePoint’s Common Stock may be subject to wide fluctuations.
The trading price of ChargePoint’s Common Stock will be volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond ChargePoint’s control. These factors include:
•actual or anticipated fluctuations in operating results;
•failure to meet or exceed financial estimates and projections of the investment community or that ChargePoint provides to the public;
•issuance of new or updated research or reports by securities analysts or changed recommendations for the industry in general;
•announcements of significant acquisitions, strategic partnerships, joint ventures, collaborations or capital commitments;
•changes in competitive factors;
•operating and share price performance of other companies in the industry or related markets;
•sales of shares of ChargePoint’s Common Stock into the market pursuant to the exercise of registration rights;
•the timing and magnitude of investments in the growth of the business;
35
•actual or anticipated changes in laws and regulations, including U.S. monetary policy;
•additions or departures of key management or other personnel;
•increased labor costs;
•disputes or other developments related to intellectual property or other proprietary rights, including litigation;
•the ability to market new and enhanced solutions on a timely basis;
•sales of substantial amounts of the Common Stock by the members of the Board, executive officers or significant stockholders or the perception that such sales could occur;
•changes in capital structure, including future issuances of securities or the incurrence of debt; and
•general economic, political and market conditions, including those resulting from the ongoing conflict between Russia and Ukraine and increased trade restrictions by governmental and private entities.
In addition, the stock market in general, and the stock prices of technology companies in particular, have experienced extreme price and volume fluctuations. Broad market and industry factors likely have and may continue to seriously affect the market price of ChargePoint’s Common Stock, regardless of actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources.
The coverage of ChargePoint’s business or its securities by securities or industry analysts or the absence thereof could adversely affect the trading price and volume of ChargePoint’s Common Stock and other securities.
The trading market for ChargePoint’s securities is influenced in part by the research and other reports that industry or securities analysts publish about ChargePoint or its business or industry from time to time. ChargePoint does not control these analysts or the content and opinions included in their reports. If no or few analysts continue equity research coverage of ChargePoint, the trading price and volume of ChargePoint’s securities would likely be negatively impacted. If analysts do cover ChargePoint and one or more of them downgrade its securities, or if they issue other unfavorable commentary about ChargePoint or its industry or inaccurate research, the trading price of ChargePoint’s Common Stock and other securities would likely decline. Furthermore, if one or more of these analysts cease coverage or fail to regularly publish reports on ChargePoint, it could lose visibility in the financial markets. Any of the foregoing would likely cause the trading price and volume of ChargePoint’s Common Stock and other securities to decline.
Anti-takeover provisions contained in ChargePoint’s governing documents and applicable laws could impair a takeover attempt.
ChargePoint’s Second A&R Charter and Amended and Restated Bylaws (the “A&R Bylaws”) afford certain rights and powers to the Board that could contribute to the delay or prevention of an acquisition that it deems undesirable. ChargePoint is also subject to Section 203 of the DGCL and other provisions of Delaware law that limit the ability of stockholders in certain situations to effect certain mergers. Any of the foregoing provisions and terms that has the effect of delaying or deterring a change in control could limit the opportunity for stockholders to receive a premium for their shares of their Common Stock and could also affect the price that some investors are willing to pay for the Common Stock. ChargePoint’s Second A&R Charter provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit stockholders’ ability to obtain a more favorable judicial forum for disputes with ChargePoint or its directors, officers, employees or stockholders.
The Second A&R Charter requires, to the fullest extent permitted by law, that derivative actions brought on behalf of ChargePoint, actions against current or former directors, officers, stockholders or, subject to certain exceptions, employees for breach of fiduciary duty and certain other actions may be brought in the Court of Chancery in the State of Delaware or, if that court lacks subject matter jurisdiction, another federal or state court situated in the State of Delaware. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of ChargePoint shall be deemed to have notice of and consented to the forum provisions in the certificate of incorporation. In addition, the Second A&R Charter and A&R Bylaws provide that, unless ChargePoint consents in writing to another forum, the federal district courts of the United States shall, to the fullest extent of the law, be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act or the Exchange Act.
In March 2020, the Delaware Supreme Court issued a decision in Salzburg et al. v. Sciabacucchi, which found that an exclusive forum provision providing for claims under the Securities Act to be brought in federal court is facially valid under Delaware law. It is unclear whether this decision will be appealed, or what the final outcome of this case will be. ChargePoint intends to enforce this provision, but it does not know whether courts in other jurisdictions will agree with this decision or enforce it.
This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with ChargePoint or any of its directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in the Second A&R Charter to be
36
inapplicable or unenforceable in an action, ChargePoint may incur additional costs associated with resolving such action in other jurisdictions, which could harm its business, operating results and financial condition.
Sales, or the perception of future sales, of a substantial number of shares of Common Stock by ChargePoint’s existing stockholders could cause the price of the Common Stock to decline.
Sales of a substantial number of shares of ChargePoint’s Common Stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of ChargePoint’s Common Stock. For instance, in connection with the closing of the Merger, ChargePoint and the holders of registration rights in Switchback and Legacy ChargePoint entered into an amended and restated Registration Rights Agreement (the “A&R Registration Rights Agreement” and such holders the “Registration Rights Holders”). In certain circumstances, the Registration Rights Holders can demand certain underwritten offerings and will be entitled to customary piggyback registration rights. Also, in connection with the consummation of the acquisition of has•to•be gmbh, ChargePoint entered into a registration rights agreement with the former shareholders of HTB providing for the filing of a resale registration statement as more completely described below.
ChargePoint has in the past, and may in the future, file registration statements as a result of such registration rights. For example, on July 12, 2021, ChargePoint filed a resale registration statement on Form S-1 (No. 333-257855) that relates to the offer and sale from time to time by the selling security holders named in that prospectus of up to 12,000,000 shares of ChargePoint’s Common Stock (the “Secondary Offering”). ChargePoint’s directors, executive officers and certain stockholders entered into lock-up agreements with the representatives of the several underwriters, in connection with the Secondary Offering, which expired on September 28, 2021. Further, on October 14, 2021, ChargePoint filed a resale registration statement on Form S-1 (No. 333-260247) that was declared effective by the SEC that relates to the offer and sale from time to time by the selling security holders named in that prospectus of up to 5,695,176 shares of ChargePoint’s Common Stock in connection with the consummation of ChargePoint’s acquisition of has•to•be gmbh.
As of July 9, 2021, 224,656,707 shares of ChargePoint’s Common Stock or 69.9% of all outstanding shares of its Common Stock were prohibited or otherwise restricted from being sold in the public market under securities laws or lock-up agreements entered into in connection with the Merger or the Secondary Offering. As of October 31, 2021, the lock-up restrictions applicable to the Merger and Secondary Offering had lapsed and no shares of ChargePoint’s Common Stock were prohibited or otherwise restricted from being sold in the public market under lock-up agreements. Shares issued upon the exercise of stock options outstanding under ChargePoint’s equity incentive plans or pursuant to future awards granted under those plans will become available for sale in the public market to the extent permitted by the provisions of applicable vesting schedules, any applicable market standoff, a registration statement on Form S-8 and Rule 144 and Rule 701 under the Securities Act.
Warrants are exercisable for ChargePoint’s Common Stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to ChargePoint’s stockholders.
As of January 31, 2022, the warrants to purchase Legacy ChargePoint common stock (the “Legacy Warrants”) were exercisable for 35,538,589 shares of Common Stock. Any shares of ChargePoint’s Common Stock issued upon exercise of Legacy Warrants will result in dilution to the then existing holders of Common Stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of ChargePoint’s Common Stock.
The Private Placement Warrants are accounted for as a warrant liability and recorded at fair value with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of ChargePoint’s Common Stock.
Under U.S. GAAP, ChargePoint is required to evaluate the Private Placement Warrants to determine whether they should be accounted for as a warrant liability or as equity. As of the date of this Annual Report, no Public Warrants or Private Placement Warrants remained outstanding, however for its accounting for periods ending January 31, 2022, ChargePoint has concluded that the Private Placement Warrants contain provisions requiring liability classification. Therefore, ChargePoint is accounting for the Private Placement Warrants as a warrant liability at fair value upon issuance through the exercise and redemption of the last Private Placement Warrants in February 2022 and recorded changes in fair value as of the end of each reporting period.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
The corporate headquarters and principal operations is located in Campbell, California, and consists of approximately 72,000 square feet of office space under leases that expire in August 31, 2029. ChargePoint believes this space is sufficient to meet its needs for the foreseeable future and that any additional space ChargePoint may require will be available on commercially reasonable terms. ChargePoint also maintains facilities in Amsterdam, the Netherlands; Gurgaon, India; Radstadt, Austria and Reading, United Kingdom; Scottsdale, Arizona and San Jose, California; as well as smaller sales offices in the United States and Europe.
37
Item 3. Legal Proceedings.
Information with respect to this item may be found in Note 8, Commitments and Contingencies, in the accompanying notes to the consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K, under “Legal Proceedings” which is incorporated herein by reference.
Item 4. Mine Safety Disclosures.
Not applicable.
38
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information for Common Stock
ChargePoint’s Common Stock is traded under the symbol “CHPT” and is listed on the New York Stock Exchange (NYSE).
Dividend Policy
ChargePoint has never declared or paid dividend on its Common Stock and has no plans to do so in the foreseeable future.
Number of Common Stockholders
As of March 28, 2022, there were approximately 343 holders of record of ChargePoint’s Common Stock. The actual number of stockholders is greater than this number of record holders and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.

Securities Authorized for Issuance under Equity Compensation Plans

Information relating to securities authorized for issuance under equity compensation plans will be presented in the definitive proxy statement filed in pursuant to Regulation 14A for the 2022 Annual Meeting of Stockholders to be held on or about July 12, 2022, which information is incorporated herein by reference.
Sales of Unregistered Equity Securities and Use of Proceeds
On November 21, 2021, ChargePoint issued 15,596 shares of restricted Common Stock upon the cashless exercise of Legacy Warrants to purchase 20,179 shares at an exercise price of $6.03 per share. On November 24, 2021, ChargePoint issued 3,509 shares of restricted Common Stock upon the exercise of certain Legacy Warrants. ChargePoint received an aggregate of $21,159.27. ChargePoint issued the foregoing securities in transactions not involving an underwriter and not requiring registration under Section 5 of the Securities Act, in reliance on the exemption afforded by Section 4(a)(2) thereof.
39
Stock Performance
The following shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference into any of ChargePoint Holdings, Inc.'s other filings under the Exchange Act or the Securities Act of 1933, as amended, except to the extent ChargePoint specifically incorporates it by reference into such filing.
The graph below matches ChargePoint Holdings, Inc.'s cumulative total shareholder return on Common Stock with the cumulative total returns of the S&P Midcap 400 index, the S&P Application Software index, and the S&P 500 Technology Hardware, Storage & Peripherals index. The graph tracks the performance of a $100 investment in ChargePoint's Common Stock and in each index (with the reinvestment of all dividends) from September 16, 2019 to January 31, 2022.

chpt-20220131_g1.jpg
The stock price performance included in this graph is not necessarily indicative of future price performance.
Company/IndexSeptember 16, 2019January 31, 2020January 31, 2021January 31, 2022
ChargePoint Holdings, Inc.$100.00 $102.46 $389.96 $141.91 
S&P Midcap 400$100.00 $107.46 $127.30 $145.19 
S&P Application Software$100.00 $117.05 $154.77 $174.16 
S&P 500 Technology Hardware, Storage & Peripherals$100.00 $137.68 $230.27 $307.62 
Item 6. [Reserved.]
Not applicable.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis provides information which ChargePoint’s management believes is relevant to an assessment and understanding of ChargePoint’s consolidated results of operations and financial condition. This section of this Form 10-K discusses fiscal year 2022 and 2021 items and year-to-year comparisons between fiscal year 2022 and 2021. Discussions of fiscal year 2020 items
40
and year-over-year comparisons between fiscal year 2021 and fiscal year 2020 are not included in this Form 10-K, and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Form S-1 Registration Statement filed on October 14, 2021. The discussion should be read together with the consolidated financial statements and related notes that are included elsewhere in this Annual Report on Form 10-K. 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” included under Part I, Item 1 A.
Overview
ChargePoint designs, develops and markets networked EV charging system infrastructure (“Networked Charging Systems”) and cloud-based services which enable consumers the ability to locate, reserve, authenticate and transact EV charging sessions (“Cloud” or “Cloud Services”). As part of ChargePoint’s Networked Charging Systems, subscriptions and other offerings, it provides 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, a Cloud Services subscription and an extended parts and labor warranty subscription (“Assure”), each of which is typically paid for upfront. Assure also includes proactive monitoring, fast response times, expert advice and robust reporting. The ChargePoint as a Service (“CPaaS”) program combines the customer’s use of ChargePoint’s owned and operated systems with Cloud Services, Assure and other benefits available to subscribers into one subscription. ChargePoint targets three key customer markets: commercial, fleet and residential. Commercial customers have parking places largely within their workplaces and includes retail, hospitality and parking lot operators. Fleet includes municipal buses, delivery and work vehicles, port/airport/warehouse and other industrial applications, ride-sharing services, and, is expected to eventually include, autonomous transportation. Residential includes single family homes and multifamily residences.
Since ChargePoint’s inception in 2007, it 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 in every year since its inception. As of January 31, 2022 and 2021, ChargePoint had an accumulated deficit of $811.7 million and $679.4 million, respectively. ChargePoint has funded its operations primarily from sales of its solutions, with proceeds from the issuance of redeemable convertible preferred stock and Common Stock and borrowings under prior loan facilities.
Recent Developments
Closing of Merger
On February 26, 2021 (the “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 incorporated in the State of Delaware (“Merger Sub”), merged with ChargePoint, Inc., a Delaware corporation (“Legacy ChargePoint”); Legacy ChargePoint survived as a wholly-owned subsidiary of Switchback (the “Merger” and, collectively with the other transactions described in the Merger Agreement, dated as of September 23, 2020, by and among Switchback, Merger Sub and Legacy ChargePoint, the “Merger Agreement”, and such transactions the “Reverse Recapitalization”). On the Closing Date, and in connection with the closing of the Merger (the “Closing”), Switchback changed its name to ChargePoint Holdings, Inc. (“ChargePoint”).
Pursuant to the terms of the Merger Agreement, each stockholder of Legacy ChargePoint received 0.9966 shares of ChargePoint’s common stock, par value $0.0001 per share (the “Common Stock”) and the contingent right to receive as additional merger consideration certain Earnout Shares (as defined below), for each share of Legacy ChargePoint common stock, par value $0.0001 per share, owned by such Legacy ChargePoint stockholder that was outstanding immediately prior to the Closing (other than any shares of Legacy ChargePoint restricted stock). In addition, certain investors purchased an aggregate of 22,500,000 shares of Common Stock (such investors, the “PIPE Investors”) concurrently with the Closing for an aggregate purchase price of $225.0 million. Additionally, at the Closing, after giving effect to the forfeiture contemplated by the Founders Stock Letter (as defined below), each outstanding share of ChargePoint’s Class B common stock, par value $0.0001 per share (“Founder Shares”), was converted into a share of Common Stock on a one-for-one basis and the Founder Shares ceased to exist.
Also at the Closing, NGP Switchback, LLC (the “Sponsor”) exercised its right to convert a portion of the working capital loans made by the Sponsor to Switchback into an additional 1,000,000 Private Placement Warrants at a price of $1.50 per warrant in satisfaction of $1.5 million principal amount of such loans.
During the time period between the Closing and the five-year anniversary of the Closing Date, eligible former equityholders were eligible to receive up to 27,000,000 additional shares of ChargePoint’s Common Stock (the “Earnout Shares”) in the aggregate in three equal tranches if the volume-weighted average closing sale price of the Common Stock is greater than or equal to $15.00, $20.00 and $30.00 for any 10 trading days within any 20 consecutive trading day period (“Earnout Triggering Events”). As discussed below, all three Earnout Triggering Events occurred during the fiscal year ended January 31, 2022.
41
In addition, pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), (1) warrants to purchase shares of capital stock of Legacy ChargePoint were converted into warrants to purchase an aggregate of 38,761,031 shares of Common Stock and the contingent right to receive certain Earnout Shares, (2) options to purchase shares of common stock of Legacy ChargePoint were converted into options to purchase an aggregate of 30,135,695 shares of Common Stock and, with respect to vested options, the contingent right to receive certain Earnout Shares and (3) unvested restricted shares of common stock of Legacy ChargePoint that were outstanding pursuant to the “early exercise” of Legacy ChargePoint options were converted into an aggregate of 345,689 restricted shares of ChargePoint (the “Restricted Shares”).
Earnout Shares
During the time period between the Closing and the five-year anniversary of the Closing Date, eligible former equity holders could receive up to 27,000,000 additional shares of Earnout Shares if the Earnout Triggering Events were met. On March 19, 2021, a total of approximately 18,000,000 shares of Common Stock were released to eligible former equity holders of Legacy ChargePoint pursuant to the Earnout Shares provisions of the Merger Agreement, as the first two Earnout Triggering Events had been met by virtue of the volume-weighted average closing sale price of Common Stock having been greater than or equal to $15.00 and $20.00 for ten (10) trading days out of twenty (20) consecutive trading days following the closing of the Merger. The holders of Legacy ChargePoint common stock (other than restricted stock), warrants and vested options as of the closing of the Merger received their pro rata portion of the Earnout Shares. On July 1, 2021, a total of approximately 9,000,000 shares of Common Stock were released to eligible former equity holders of Legacy ChargePoint pursuant to the Earnout Shares provision of the Merger Agreement, as the third Earnout Triggering Event was met by virtue of the volume-weighted average closing sale price of Common Stock having been greater than or equal to $30.00 for ten (10) trading days out of twenty (20) consecutive trading days following the closing of the Merger.
Acquisitions
On August 11, 2021, ChargePoint acquired all of the outstanding shares of ViriCiti B.V. (“ViriCiti”) for $79.4 million in cash, subject to adjustments, as well as up to $7.7 million of additional earnout consideration contingent on meeting certain revenue targets through January 31, 2023 (“ViriCiti Earnout”). ViriCiti is a Netherlands-based provider of electrification solutions for eBus and commercial fleets with offices in the Netherlands and the United States. The acquisition is expected to enhance ChargePoint’s fleet solutions portfolio of hardware, software and services by integrating information sources to optimize electric fleet operations.
On October 6, 2021, ChargePoint acquired all of the outstanding shares of has•to•be gmbh (“has•to•be” or “HTB”) for $235.0 million, consisting of $132.9 million paid in cash and $102.1 million in the form of 5,695,176 of Common Stock, of which 885,592 shares, valued at $15.9 million, are subject to escrow to secure potential future indemnification claims. Has•to•be is an Austria-based e-mobility provider with a European charging software platform. The acquisition is intended to expand ChargePoint’s market share in Europe.
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, could impact demand for EVs, particularly since they can be more expensive than traditional gasoline-powered vehicles and the automotive industry globally has been experiencing a recent decline in sales. Further, geopolitical factors, such as the invasion of the 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 would be negatively impacted and such impact may be material.
Competition
ChargePoint is currently a market leader in North America in the 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 in the future may be negatively impacted.
42
Furthermore, ChargePoint’s success could be negatively impacted if consumers and business choose other types of alternative fuel vehicles or high fuel-economy gasoline powered vehicles.
Europe Expansion

ChargePoint operates in North America and selected countries in Europe. Europe is expected to be a significant contributor to ChargePoint’s revenue in future years. ChargePoint is using a portion of the proceeds from the Merger to increase its sales and marketing activities in Europe. ChargePoint is also positioned to grow its European business through existing partnerships with car leasing companies and its recently closed acquisition of ViriCiti and has•to•be. 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 would be negatively impacted.
Fleet Expansion
ChargePoint’s future growth is highly dependent upon fleet applications. Because fleet operators often make large purchases of EVs, volatility may be more pronounced and any significant decline from these customers may have an adverse impact on ChargePoint’s potential for future growth and such impact may be material.
Impact of New Product Releases and Investments in Growth
As ChargePoint introduces new products, such as the release of its Level 3 DC fast charger in fiscal year 2020, its gross margins may be initially negatively impacted by launch costs and lower volumes until it achieves targeted cost reductions. Cost reductions may not occur on the timeline ChargePoint expects due to unanticipated supply chain difficulties. For example, ongoing supply chain challenges and heightened logistic costs related to disruptions caused by COVID-19 and component shortages decreased gross margins in the fiscal year ended January 31, 2022, and ChargePoint expects gross margins will continue to be adversely affected by increased material costs and freight and logistic expenses in fiscal year ending January 31, 2023. In addition, ChargePoint may accelerate its expenditures where it sees growth opportunities, which may impact gross margin until upfront costs and inefficiencies are absorbed and normalized operations are achieved. ChargePoint’s focus on optimizing for customer acquisition and prioritizing an assurance of supply of its products as part of its “land-and-expand” model generally results in gross margin pressure, and ChargePoint’s strategy is to grow such customer relationships over time and develop customers who become a source of ongoing subscription revenue. ChargePoint also continuously evaluates and may adjust its expenditures 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 would provide 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. However, such incentives 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. For example, the credits under Section 30C of the Internal Revenue Code of 1986, as amended (the “Code”) which benefit investments in EV infrastructure expired on December 31, 2021, and there can be no assurance that the credits under Section 30C of the Code will be extended in the future. 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 approved U.S. states. ChargePoint claims these regulatory credits only if they are not claimed by purchasers of its EV charging stations; only a small percentage of its customers currently elect to claim such credits. 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 recently and may continue to decline over time. 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.
43
Supply chain disruptions and COVID-19
In March 2020, the World Health Organization characterized COVID-19 as a pandemic. The impact of COVID-19, including changes in consumer and business behavior, pandemic 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 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 fiscal year ended January 31, 2022, and ChargePoint expects that gross margins will continue to be adversely affected by increased material costs and freight and logistic expenses in 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. ChargePoint has commenced a “return-to-office” plan, which includes shifting to a hybrid model where employees have flexibility to work from home, ChargePoint has not yet set a return-to-office-date in light of the dynamic nature of the COVID-19 pandemic.The 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 additional variants of COVID-19 or the inability or ineffectiveness of 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, which have and likely will vary over time and across the geographies in which ChargePoint operates. For example, variations in work-from-home policies can cause fluctuations in ChargePoint’s revenues, and ChargePoint believes that since people are not yet fully back to offices it has not yet seen the full return of commercial customer demand for its products. The conditions caused by the COVID-19 pandemic, such as 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 heighten supply chain 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.
Results of Operations & its Components
Revenue
Networked Charging Systems
Networked Charging Systems revenue includes 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. A significant portion of ChargePoint’s Networked Charging Systems revenue is presently derived from the sale of Level 2 AC products. 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. Subscriptions revenue also consists of CPaaS revenue which combines the customer’s use of ChargePoint’s owned and operated systems with Cloud and Assure programs into a single subscription.
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. Subscriptions revenue is generally recognized over time on a straight-line basis as ChargePoint has an ongoing obligation to deliver such services to the customer.
44
Other
Other revenue consists of fees received for transferring regulatory credits earned for participating in low carbon fuel programs in approved 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 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 performance period of the service contract as ChargePoint has an ongoing obligation to deliver such services. Revenue from driver charging sessions and charging transaction fees is recognized when the charging session or transaction is completed. Revenue from professional services is recognized as the services are rendered.
ChargePoint expects revenue to grow in both Networked Charging Systems and subscriptions due to increased demand in EVs and the related charging infrastructure market.

For the Year Ended January 31,Change
2022202120202022 vs 20212021 vs 2020
(dollar amounts in thousands, except percentages)Change
($)		Change
(%)		Change
($)		Change
(%)
Networked Charging Systems$173,850 $91,893 $101,012 $81,957 89.2 %$(9,119)(9.0)%
Percentage of total revenue72.1 %62.7 %69.9 %
Networked Charging Systems revenue increased for fiscal year ended January 31, 2022 compared to fiscal year 2021 primarily due to a continued increase in demand from customers resulting in higher volumes of systems delivered across ChargePoint’s major product families.
For the Year Ended January 31,Change
2022202120202022 vs 20212021 vs 2020
(dollar amounts in thousands, except percentages)Change
($)		Change
(%)		Change
($)		Change
(%)
Subscriptions$53,512 $40,563 $28,930 $12,949 31.9 %$11,633 40.2 %
Percentage of total revenue22.2 %27.7 %20.0 %
Subscriptions revenue increased for the fiscal year ended January 31, 2022 compared to fiscal year 2021. The increase was primarily due to the growth in the number of Networked Charging Systems connected to ChargePoint’s network, and contributions from newly acquired companies in Europe.
For the Year Ended January 31,Change
2022202120202022 vs 20212021 vs 2020
(dollar amounts in thousands, except percentages)Change
($)		Change
(%)		Change
($)		Change
(%)
Other revenue$13,644 $14,034 $14,573 $(390)(2.8)%$(539)(3.7)%
Percentage of total revenue5.7 %9.6 %10.1 %
Other revenue decreased for the fiscal year ended January 31, 2022 compared to fiscal year 2021 primarily due to newly acquired companies in Europe, partially offset by a continued decrease in regulatory credits transferred.
Cost of Revenue
Networked Charging Systems
ChargePoint uses contract manufacturers to manufacture the substantial majority 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. For ChargePoint’s limited in-house production, cost of revenue for the sale of Networked Charging Systems also includes parts, labor, manufacturing costs, and allocated facilities and information technology expenses. 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 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.
45
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 drivers and 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, 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.
For the Year Ended January 31,Change
2022202120202022 vs 20212021 vs 2020
(dollar amounts in thousands, except percentages)Change
($)		Change
(%)		Change
($)		Change
(%)
Cost of Networked Charging Systems revenue$147,313 $87,083 $105,940 $60,230 69.2 %$(18,857)(17.8)%
Percentage of total revenue61.1 %59.4 %73.3 %
Cost of Networked Charging Systems revenue increased during the fiscal year ended January 31, 2022 compared to the same period in 2021 primarily due to an increase in the number of Networked Charging Systems delivered.
For the Year Ended January 31,Change
2022202120202022 vs 20212021 vs 2020
(dollar amounts in thousands, except percentages)Change
($)		Change
(%)		Change
($)		Change
(%)
Cost of Subscriptions revenue$31,190 $20,385 $16,244 $10,805 53.0 %$4,141 25.5 %
Percentage of total revenue12.9 %13.9 %11.2 %
Cost of subscriptions revenue increased during fiscal year ended January 31, 2022 compared to the same period in 2021 primarily due to an increase of customer support personnel cost resulting from headcount increases, including stock-based compensation.
For the Year Ended January 31,Change
2022202120202022 vs 20212021 vs 2020
(dollar amounts in thousands, except percentages)Change
($)		Change
(%)		Change
($)		Change
(%)
Cost of Other Revenue$8,970 $6,073 $4,289 $2,897 47.7 %$1,784 41.6 %
Percentage of total revenue3.7 %4.1 %3.0 %
Cost of other revenue increased for the fiscal year ended January 31, 2022 compared to the same period in 2021. The increase was primarily related to higher charging related processing fees and depreciation of owned and operated charging sites.
Gross Profit and Gross Margin
Gross profit is revenue less cost of revenue and gross margin is gross profit as a percentage of revenue. ChargePoint offers a range of Networked Charging Systems products which vary widely in selling price and associated gross margin, as for example ChargePoint’s commercial business contributes higher margins than its residential and fleet businesses. Accordingly, ChargePoint’s gross profit and gross margin have varied and are expected to continue to vary from period to period due to revenue levels; geographic, vertical and product mix; new product introductions, and its efforts to optimize its operations and supply chain.
In the long term, improvements in ChargePoint’s gross profit and gross margin will depend on its ability to continue to optimize its operations and supply chain as it increases its revenue. However, at least in the short term, as ChargePoint continues to optimize for customer acquisition and prioritize assurance of supply of its products as part of the “land-and-expand” model, launches new Networked Charging Systems products, grows its presence in Europe where it has not yet achieved economies of scale, and expands its solutions for its fleet customers, it expects gross margin to experience pressure and variability from period to period. In addition, ChargePoint expects
46
gross margins will continue to be adversely affected by increased material costs, freight and logistic expenses as a result of ongoing worldwide supply chain disruptions and related measures.
For the Year Ended January 31,Change
2022202120202022 vs 20212021 vs 2020
(dollar amounts in thousands, except percentages)Change
($)		Change
(%)		Change
($)		Change
(%)
Gross Profit$53,533 $32,949 $18,042 $20,584 62.5 %$14,907 82.6 %
Gross Margin22.2 %22.5 %12.5 %
Gross profit increased for the fiscal year ended January 31, 2022 compared to the same period in 2021 primarily due to an increase in Networked Charging Systems sales that resulted from an increase in the number of Networked Charging Systems delivered.
Gross margin slightly decreased for the fiscal year ended January 31, 2022 compared to the same period in 2021 as margins on Networked Charging Systems sales from improved manufacturing efficiencies were offset by lower subscription revenue margins primarily due to an increase in stock-based compensation expense.
Research and Development Expenses
Research and development expenses consist primarily of salaries and related personnel expenses, including stock-based compensation, for personnel related to the development of improvements and expanded features for ChargePoint’s services, as well as quality assurance, testing, product management, amortization of capitalized internal-use software, and allocated facilities and information technology expenses. Research and development costs are expensed as incurred.
ChargePoint expects its research and development expenses to increase on an absolute basis for the foreseeable future as ChargePoint continues to invest in research and development activities to achieve its technology and product roadmap.
For the Year Ended January 31,Change
2022202120202022 vs 20212021 vs 2020
(dollar amounts in thousands, except percentages)Change
($)		Change
(%)		Change
($)		Change
(%)
Research and Development Expenses$145,043 $75,017 $69,464 $70,026 93.3 %$5,553 8.0 %
Percentage of total revenue60.2 %51.2 %48.1 %
Research and development expenses increased during the fiscal year ended January 31, 2022 compared to the same period in 2021 and was primarily attributable to a $23.7 million increase in stock-based compensation expense from restricted stock unit (“RSU”) grants, a $22.7 million increase in salary and bonus expenses due to headcount growth, a $11.8 million increase in engineering materials and services costs, a $3.3 million increase in consulting services, as well as a $4.1 million increase in allocated costs.
Sales and Marketing Expenses
Sales and marketing expenses consist primarily of salaries and related personnel expenses, including stock-based compensation, sales commissions, professional services fees, travel, marketing and promotional expenses amortization of capitalized internal-use software and allocated facilities and information technology expenses.
ChargePoint expects its sales and marketing expenses to increase on an absolute basis for the foreseeable future while it continues to add sales and marketing personnel, expand its sales channels and expand in Europe.
For the Year Ended January 31,Change
2022202120202022 vs 20212021 vs 2020
(dollar amounts in thousands, except percentages)Change
($)		Change
(%)		Change
($)		Change
(%)
Sales and marketing expenses$92,550 $53,002 $56,997 $39,548 74.6 %$(3,995)(7.0)%
Percentage of total revenue38.4 %36.2 %39.4 %
Sales and marketing expenses increased during the fiscal year ended January 31, 2022 compared to the same period in 2021 primarily attributable to a $18.1 million increase in salary, bonus and commissions due to headcount growth, a $7.7 million increase in stock-based compensation expense resulting mainly from RSU grants, a $3.2 million increase in amortization expense mainly due to
47
acquired customer relationship intangible assets from business combinations, a $2.8 million increase in marketing expense, and a $2.0 million increase in consulting expense.
General and Administrative Expenses
General and administrative expenses consist primarily of salaries and related personnel expenses, including stock-based compensation, related to finance, legal and human resource functions, contractor and professional services fees, audit and compliance expenses, insurance costs, bad debt expenses, amortization of capitalized internal-use software and general corporate expenses, including allocated facilities and information technology expenses.
ChargePoint expects its general and administrative expenses to increase in absolute dollars as it continues to grow its business and to operate as a public company, including expenses necessary to comply with the rules and regulations applicable to companies listed on a national securities exchange and related to compliance and reporting obligations pursuant to the rules and regulations of the SEC, as well as higher expenses for director and officer insurance, investor relations and legal, accounting and other professional services.
For the Year Ended January 31,Change
2022202120202022 vs 20212021 vs 2020
(dollar amounts in thousands, except percentages)Change
($)		Change
(%)		Change
($)		Change
(%)
General and administrative expenses$81,380 $25,922 $23,945 $55,458 213.9 %$1,977 8.3 %
Percentage of total revenue33.8 %17.7 %16.6 %
General and administrative expenses increased during the fiscal year ended January 31, 2022 compared to the same period in 2021 primarily attributable to a $27.4 million increase in stock-based compensation expense resulting from RSU grants and stock option grants, a $7.6 million increase in salary expense due to headcount growth, a $11.1 million increase in professional services fees related to acquisitions and expenses associated with an underwritten secondary offering of shares held by certain selling stockholders in July 2021, a $2.1 million increase in ViriCiti Earnout liability and a $9.0 million increase in consulting expenses.
Interest Income
Interest income consists primarily of interest earned on ChargePoint’s cash, cash equivalents and short-term investments.
For the Year Ended January 31,Change
2022202120202022 vs 20212021 vs 2020
(dollar amounts in thousands, except percentages)Change
($)		Change
(%)		Change
($)		Change
(%)
Interest income$98 $315 $3,245 $(217)(68.9)%$(2,930)(90.3)%
Percentage of total revenue— %0.2 %2.2 %
Interest income decreased during fiscal year ended January 31, 2022 compared to the same period in 2021 reflective of the low-interest rate environment.
Interest Expense
Interest expense consists primarily of the interest on ChargePoint’s term loan, which was paid off in March 2021.
For the Year Ended January 31,Change
2022202120202022 vs 20212021 vs 2020
(dollar amounts in thousands, except percentages)Change
($)		Change
(%)		Change
($)		Change
(%)
Interest expense$(1,502)$(3,253)$(3,544)$1,751 (53.8)%$291 (8.2)%
Percentage of total revenue(0.6)%(2.2)%(2.5)%
Interest expense decreased during the fiscal year ended January 31, 2022 compared to the same period in 2021 primarily due to repayment of ChargePoint’s 2018 term loan facility (the “2018 Loan”) in March 2021. As of January 31, 2022, ChargePoint had no outstanding loans.
48
Change in Fair Value of Redeemable Convertible Preferred Stock Warrant Liability
Redeemable convertible preferred stock warrant liability is subject to remeasurement to fair value at each balance sheet date. Changes in fair value of redeemable convertible preferred stock warrant liability are recognized in the consolidated statements of operations. ChargePoint adjusts the liability for changes in fair value until the earlier of the exercise or expiration of the warrants and conversion of redeemable convertible preferred stock into Common Stock.
Year Ended January 31,Year-over-Year Change
2022202120202022 to 20212021 to 2020
(dollar amounts in thousands, except percentages)Change
($)		Change
(%)		Change
($)		Change
(%)
Changes in fair value of redeemable convertible preferred stock warrant liability$9,237 $(73,125)$(875)$82,362 (112.6)%$(72,250)8257.1 %
Percentage of total revenue3.8 %(49.9)%(0.6)%
The change in fair value of redeemable convertible preferred stock warrant liability during fiscal year ended January 31, 2022 compared to the same period in 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 January 31, 2022, ChargePoint had no outstanding redeemable convertible preferred 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 were met for the first two tranches in March 2021 and the corresponding Earnout Shares were issued. In March 2021, the remaining earnout liability for the third tranche 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.
Year Ended January 31,Year-over-Year Change
2022202120202022 to 20212021 to 2020
(dollar amounts in thousands, except percentages)Change
($)		Change
(%)		Change
($)		Change
(%)
Changes in fair value of earnout liability$84,420 $— $— $84,420 100.0 %$— — %
Percentage of total revenue35.0 %— %— %
ChargePoint recognized an increase in fair value of contingent earnout liability of $84.4 million for the fiscal year ended January 31, 2022 due to the decrease in the fair value of ChargePoint’s Common Stock after consummation of the Merger.
Transaction Costs Expensed
Transaction costs consist of legal, accounting, banking fees and other costs that were directly related to the consummation of the Merger. Transaction costs related to the issuance of shares were recognized in stockholders’ equity (deficit) while costs associated with the warrant liabilities and non-capitalized amounts were expensed in the consolidated statements of operations upon the completion of the Merger on February 26, 2021.
Year Ended January 31,Year-over-Year Change
2022202120202022 to 20212021 to 2020
(dollar amounts in thousands, except percentages)Change
($)		Change
(%)		Change
($)		Change
(%)
Transaction costs expensed$(7,031)$— $— $(7,031)100.0 %$— — %
Percentage of total revenue(2.9)%— %— %
During the fiscal year ended January 31, 2022, ChargePoint expensed $7.0 million out of $36.5 million total transaction costs that related to the warrant liabilities assumed as part of the Merger.
Other Income (Expense), Net
Other income (expense), net consists primarily of foreign currency transaction gains and losses.
49
Year Ended January 31,Year-over-Year Change
2022202120202022 to 20212021 to 2020
(dollar amounts in thousands, except percentages)Change
($)		Change
(%)		Change
($)		Change
(%)
Other income (expense), net$(2,775)$229 $(565)$(3,004)(1311.8)%$794 (140.5)%
Percentage of total revenue(1.2)%0.2 %(0.4)%
Other income (expense), net changed from $0.2 million during the year ended January 31, 2021 to $(2.8) million during the year ended January 31, 2022 due to unfavorable changes in foreign exchange rates.
Provision for Income Taxes
ChargePoint’s provision for income taxes consists of federal, state and foreign income taxes based on enacted federal, state and foreign tax rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities and changes in tax law. Due to the level of historical losses, ChargePoint maintains a valuation allowance against U.S. federal and state deferred tax assets as it has concluded it is more likely than not that these deferred tax assets will not be realized.
Year Ended January 31,Year-over-Year Change
2022202120202022 to 20212021 to 2020
(dollar amounts in thousands, except percentages)Change
($)		Change
(%)		Change
($)		Change
(%)
Provision (benefit) for income taxes$(2,930)$198 $224 $(3,128)(1579.8)%$(26)(11.6)%
Percentage of loss before provision (benefit) for income taxes2.2 %(0.1)%(0.2)%
The benefit for income taxes increased during the fiscal year ended January 31, 2022 as compared to the same period in 2021 due to valuation allowance release and losses from the acquisitions in the current year.
Liquidity and Capital Resources
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 and the acquisitions of ViriCiti and HTB primarily with proceeds from the issuance of redeemable convertible preferred stock, proceeds from the Merger, proceeds from warrant and option exercises for cash and from customer payments. As of January 31, 2022 and 2021, ChargePoint had cash, cash equivalents and restricted cash of $315.6 million and $145.9 million, respectively. 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 January 31, 2022, ChargePoint has raised aggregate net cash proceeds of $615.7 million from the sale of shares of redeemable convertible preferred stock and $479.2 million from the Merger and the concurrent purchase by certain investors of shares of Common Stock pursuant to separate subscription agreements (the “PIPE financing”). During the fiscal year ended January 31, 2022, ChargePoint received $118.9 million in proceeds from warrant exercises.
In March 2021, ChargePoint repaid the entire 2018 Loan balance of $35.0 million plus accrued interest and prepayment fees of $1.2 million. As of January 31, 2022, ChargePoint had no outstanding loans.
Long-Term Liquidity Requirements
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. 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. 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
50
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 network. 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.
If ChargePoint requires additional financing, it may not be able to raise such financing on acceptable terms or at all. 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.
Cash Flows
For the Fiscal Years Ended January 31, 2022, 2021 and 2020
The following table sets forth a summary of ChargePoint’s cash flows for the periods indicated:
Year Ended January 31,
202220212020
(in thousands)
Net cash (used in) provided by:
Operating activities$(157,178)$(91,846)$(87,936)
Investing activities(221,740)35,530 (61,899)
Financing activities549,687 128,913 17,158 
Effects of exchange rates on cash, cash equivalents, and restricted cash(1,025)141 132 
Net increase (decrease) in cash, cash equivalents and restricted cash$169,744 $72,738 $(132,545)
Net Cash Used in Operating Activities
During the year ended January 31, 2022, net cash used in operating activities was $157.2 million, consisting primarily of a net loss of $132.2 million and non-cash charges of $42.0 million, partially offset by a change in operating assets and liabilities of $17.1 million. The non-cash charges consisted primarily of a $84.4 million change in the fair value of contingent earnout liability and a $57.1 million change in the fair value of warrant liabilities, offset by a $67.3 million stock-based compensation expense, a $16.5 million depreciation and amortization, and $7.0 million transaction costs related to the consummation of the Merger. The change in operating assets and liabilities was mainly driven by increases in deferred revenue of $55.3 million, accrued and other liabilities of $21.6 million and accounts payable of $7.9 million, partially offset by an increase in accounts receivable of $38.4 million and prepaid expenses and other assets of $23.9 million and a decrease in operating lease liabilities of $3.5 million.
During the year ended January 31, 2021, net cash used in operating activities was $91.8 million, consisting primarily of a net loss of $197.0 million, partially offset by a decrease in net operating assets of $10.2 million and non-cash charges of $95.0 million. The decrease in net operating assets was due to a $17.2 million increase in deferred revenue, a $11.6 million increase in accrued and other liabilities and a $3.3 million decrease in accounts receivable, net due to increased collections, largely offset by a $8.9 million increase in prepaid expenses and other assets, a $9.6 million increase in inventory, a $2.8 million decrease in operating lease liabilities and a $0.5 million decrease in accounts payable. The non-cash charges primarily consisted of a $73.1 million change in the fair value of redeemable convertible preferred stock warrant liability, $10.1 million of depreciation and amortization expense, $4.9 million of stock-based compensation expense and $3.8 million of non-cash operating lease cost.
Net Cash Provided By (Used In) Investing Activities
During the year ended January 31, 2022, net cash used in investing activities was $221.7 million consisting of cash paid for acquisitions, net of cash acquired, of $205.3 million and purchases of property and equipment of $16.4 million.
During the year ended January 31, 2021, net cash provided by investing activities was $35.5 million, consisting of maturities of investments of $47.0 million, partially offset by purchases of property and equipment of $11.5 million.
51
Net Cash Provided by Financing Activities
During the year ended January 31, 2022, net cash provided by financing activities was $549.7 million, consisting of net proceeds from the Merger and PIPE financing of $511.6 million, proceeds from the exercise of warrants of $118.9 million and proceeds from exercises of vested and unvested stock options of $4.9 million and change in driver funds and amounts due to customers of $3.7 million, partially offset by repayment of borrowings of $36.1 million, 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.
During the year ended January 31, 2021, net cash provided by financing activities was $128.9 million, consisting of net proceeds from the issuance of Legacy ChargePoint redeemable convertible preferred stock of $95.5 million, proceeds from the issuance of Legacy ChargePoint common stock warrants of $31.5 million and proceeds from exercises of vested and unvested stock options of $5.9 million, partially offset by $4.0 million of payment of deferred transaction costs.
Contractual Obligations and Commitments
ChargePoint’s material cash requirements include the following contractual obligations and commitments as of January 31, 2022. For more information regarding ChargePoint’s other contractual obligations, refer to Note 8 to its consolidated financial statements included elsewhere in this Annual Report.
Operating Lease Obligations
ChargePoint has operating lease obligations for office spaces and data centers. As of January 31, 2022, ChargePoint had lease payment obligations, net of sublease income, of $38.0 million, with $6.3 million payable within twelve months.
Purchase Commitments
ChargePoint enters into purchase commitments that include purchase orders and agreements in the normal course of business with contract manufacturers, parts manufacturers, vendors for research and development services and outsourced services.
The purchase commitments as of January 31, 2022 was $167.0 million, with $165.4 million payable within 12 months.
Critical Accounting Policies and Estimates
Management’s discussion and analysis of ChargePoint’s financial condition and results of operations is based on its consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires ChargePoint to make estimates and assumptions for the reported amounts of assets, liabilities, revenue, expenses and related disclosures. ChargePoint’s estimates are based on its historical experience and on various other factors that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material.
While ChargePoint’s significant accounting policies are described in more detail in Note 2 to its consolidated financial statements included elsewhere in this Annual Report, it believes the following accounting policies and estimates to be most critical to the preparation of its consolidated financial statements.
Revenue Recognition
ChargePoint recognizes revenue using the five-step model in determining revenue recognition: (a) identification of the contract, or contracts, with a customer; (b) identification of the performance obligations in the contract; (c) determination of the transaction price; (d) allocation of the transaction price to the performance obligations in the contract; and (e) recognition of revenue when, or as, it satisfies a performance obligation.
ChargePoint enters into contracts with customers that regularly include promises to transfer multiple products and services, such as charging systems, software subscriptions, extended maintenance, and professional services. For arrangements with multiple products and services, ChargePoint evaluates whether the individual products and services qualify as distinct performance obligations. In ChargePoint’s assessment of whether products and services are a distinct performance obligation, it determines whether the customer can benefit from the product or service on its own or with other readily available resources and whether the service is separately identifiable from other products or services in the contract. This evaluation requires ChargePoint to assess the nature of each of its Networked Charging Systems, subscriptions and other offerings and how they are provided in the context of the contract, including whether they are significantly integrated which may require judgment based on the facts and circumstances of the contract.
52
The transaction price for each contract is determined based on the amount ChargePoint expects to be entitled to receive in exchange for transferring the promised products or services to the customer. Collectability of revenue is reasonably assured based on historical evidence of collectability of fees ChargePoint charges its customers. The transaction price in the contract is allocated to each distinct performance obligation in an amount that represents the relative amount of consideration expected to be received in exchange for satisfying each performance obligation. Revenue is recognized when performance obligations are satisfied. Revenue is recorded based on the transaction price excluding amounts collected on behalf of third parties such as sales taxes, which are collected on behalf of and remitted to governmental authorities, or driver fees,which are collected on behalf of customers who offer public charging for a fee.
When agreements involve multiple distinct performance obligations, ChargePoint accounts for individual performance obligations separately if they are distinct. ChargePoint applies significant judgment in identifying and accounting for each performance obligation, as a result of evaluating terms and conditions in contracts. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. ChargePoint determines SSP based on observable standalone selling price when it is available, as well as other factors, including the price charged to its customers, its discounting practices and its overall pricing objectives, while maximizing observable inputs. In situations where pricing is highly variable, or a product is never sold on a stand-alone basis, ChargePoint estimates the SSP using the residual approach.
Areas of Judgment and Estimates
Determining whether the Networked Charging Systems, Cloud, Assure and professional services are considered distinct performance obligations that should be accounted for separately or as a single performance obligation requires significant judgment. In reaching its conclusion, ChargePoint assesses the nature of each individual service offering and how the services are provided in the context of the contract, including whether the services are significantly integrated, which may require judgment based on the facts and circumstances of the contract.
Determining the relative SSP for contracts that contain multiple performance obligations requires significant judgment. ChargePoint determines SSP using observable pricing when available, which takes into consideration market conditions and customer specific factors while maximizing observable inputs. When observable pricing is not available, ChargePoint first allocates to the performance obligations with established SSPs and then applies the residual approach to allocate the remaining transaction price.
Inventory
Inventory is stated at the lower of cost or net realizable value. Cost is computed using standard cost, which approximates actual cost, on a first-in, first-out basis. Inventory levels are analyzed periodically and written down to their net realizable value if they have become obsolete, have a cost basis in excess of expected net realizable value or are in excess of expected demand. ChargePoint analyzes current and future product demand relative to the remaining product life to identify potential excess inventories. These forecasts of future demand are based upon historical trends and adjusted for overall market conditions. Inventory write-downs are measured as the difference between the cost of the inventory and its net realizable value, and charged to inventory reserves, which is a component of cost of revenue. At the point of the loss recognition, a new, lower cost basis for those inventories is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.
Business Combination
Business combinations are accounted for under the acquisition method. Assets acquired and liabilities assumed as part of a business acquisition are generally recorded at their estimated fair value at the date of acquisition. The excess of purchase price over the amount allocated to the assets acquired and liabilities assumed, if any, is recorded as goodwill. In determining the fair value of assets acquired, including intangible assets, and liabilities assumed, ChargePoint utilizes a variety of methods. Each asset acquired and liability assumed is measured at fair value from the perspective of a market participant. The method used to estimate the fair values of intangible assets incorporates significant estimates and assumptions regarding the estimates a market participant would make in order to evaluate an asset, including a market participant’s use of the asset, future cash inflows and outflows, probabilities of success, asset lives and the appropriate discount rates. This judgment and determination affects the amount of consideration paid that is allocated to assets acquired and liabilities assumed in the business purchase transaction.The Company engages third-party appraisal firms to assist in determining fair value of assets acquired and liabilities assumed when appropriate.
During the remeasurement period, which extends no later than one year from the acquisition date, ChargePoint may record certain adjustments to the carrying value of the assets acquired and liabilities assumed with a corresponding offset to goodwill.
Stock-based Compensation
Determining the grant date fair value of options using the Black-Scholes option-pricing model requires management to make certain assumptions and judgments. These estimates involve inherent uncertainties, and, if different assumptions had been used, stock-based compensation expense could have been materially different from the amounts recorded. Stock-based compensation is measured at
53
the grant date, based on the fair value of the award and is recognized as an expense, net of estimated forfeitures, on a straight-line basis over the requisite service period. ChargePoint estimates the forfeiture rate based on the historical experience at the date of grant and revises it, if necessary, in subsequent periods if actual forfeitures differ from those estimates. For performance-based stock options issued, the value of the award is measured at the grant date as the fair value of the award and is expensed over the requisite service period, using the accelerated attribution method, once the performance condition becomes probable of being achieved. These inputs are subjective and generally required significant analysis and judgment to develop.
The determination of the grant date fair value of stock option awards issued is affected by a number of variables, including the fair value of ChargePoint’s underlying Common Stock, expected Common Stock price volatility over the term of the option award, the expected term of the award, risk-free interest rates, and the expected dividend yield of ChargePoint Common Stock.
•Fair value of the underlying common stock: For the fiscal year ended January 31, 2021 and 2020, the absence of a public market for Legacy ChargePoint’s common stock required its board of directors to estimate the fair value of its common stock for purposes of granting options and for determining stock-based compensation expense by considering several objective and subjective factors, including contemporaneous third-party valuations, actual and forecasted operating and financial results, market conditions and performance of comparable publicly traded companies, developments and milestones in Legacy ChargePoint, the rights and preferences of common and redeemable convertible preferred stock, and transactions involving the Legacy ChargePoint’s stock. The fair value of the Legacy ChargePoint’s common stock was determined in accordance with applicable elements of the American Institute of Certified Public Accountants guide, Valuation of Privately Held Company Equity Securities Issued as Compensation.
•Expected volatility (Stock Options): As Legacy ChargePoint was not publicly traded, the expected volatility for Legacy ChargePoint’s stock options were determined by using an average of historical volatilities of selected industry peers deemed to be comparable to the Legacy ChargePoint’s business corresponding to the expected term of the awards. The Company did not grant any options during the year ended January 31, 2022.
•Expected volatility (Employee Stock Purchase Plan): The expected volatility for employee stock purchase plan was determined by using a blended volatility approach of peer volatility and implied volatility. Peer volatility was calculated as the average of historical volatilities of selected industry peers deemed to be comparable to ChargePoint’s business corresponding to the expected term of the awards.
•Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the awards.
•Expected dividend yield: The expected dividend rate is zero as ChargePoint currently has no history or expectation of declaring dividends on its Common Stock.
•Expected term: The expected term represented the period these stock awards were expected to remain outstanding and is based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules, and expectations of future employee behavior.
Common Stock Valuation
The fair value of Legacy ChargePoint common stock has historically been determined by the Board with the assistance of management.
In the absence of a public trading market for Legacy ChargePoint Common Stock, on each grant date, Legacy ChargePoint developed an estimate of the fair value of Legacy ChargePoint common stock based on the information known on the date of grant, upon a review of any recent events and their potential impact on the estimated fair value per share of ChargePoint Common Stock, and in part on input from contemporaneous third- party valuations.
ChargePoint’s valuations of Legacy ChargePoint Common Stock was determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation.
The assumptions used to determine the estimated fair value of Legacy ChargePoint Common Stock are based on numerous objective and subjective factors, combined with management’s judgment, including:
•contemporaneous third-party valuations of its common stock;
•external market conditions affecting the EV industry and trends within the industry;
•the rights, preferences and privileges of Legacy ChargePoint redeemable convertible preferred stock relative to those of Legacy ChargePoint Common Stock;
54
•the prices at which it sold shares of Legacy ChargePoint redeemable convertible preferred stock and Legacy ChargePoint Common Stock;
•the prices paid in secondary transactions involving its capital stock and the facts and circumstances of each transaction to determine the extent to which they represented a fair value exchange, such as transaction volume, timing, whether the transactions occurred among willing and unrelated parties, and whether the transactions involved investors with access to its financial information;
•its financial condition and operating results, including its levels of available capital resources;
•the progress of its research and development efforts and its stage of development and business strategy;
•the likelihood of achieving a liquidity event, such as an initial public offering or a sale of Legacy ChargePoint given prevailing market conditions;
•the history and nature of its business, industry trends and competitive environment;
•the lack of marketability of Legacy ChargePoint Common Stock;
•equity market conditions affecting comparable public companies; and
•general U.S. and global market conditions.
In determining the fair value of Legacy ChargePoint Common Stock, Legacy ChargePoint established the enterprise value of its business using the market approach and the income approach. Legacy ChargePoint also estimated the enterprise value by reference to the closest round of equity financing preceding the date of the valuation if such financing took place around the valuation date. Under the income approach, forecasted cash flows are discounted to the present value at a risk-adjusted discount rate. The valuation analyses determine discrete free cash flows over multiple years based on forecasted financial information provided by its management and a terminal value for the residual period beyond the discrete forecast, which are discounted at its estimated weighted-average cost of capital to estimate its enterprise value. Under the market approach, a group of guideline publicly-traded companies with similar financial and operating characteristics to Legacy ChargePoint were selected, and valuation multiples based on the guideline public companies’ financial information and market data were calculated. Based on the observed valuation multiples, an appropriate multiple was selected to apply to Legacy ChargePoint’s historical and forecasted revenue results.
In allocating the equity value of Legacy ChargePoint’s business among the various classes of equity securities prior to July 2020, it used the option pricing model (“OPM”) method, which models each class of equity securities as a call option with a unique claim on its assets. The OPM treats Legacy ChargePoint Common Stock and redeemable convertible preferred stock as call options on an equity value with exercise prices based on the liquidation preference of its redeemable convertible preferred stock. The common stock is modeled as a call option with a claim on the equity value at an exercise price equal to the remaining value immediately after its redeemable convertible preferred stock is liquidated. The exclusive reliance on the OPM until July 2020 was appropriate when the range of possible future outcomes was difficult to predict and resulted in a highly speculative forecast.
Since July 2020, Legacy ChargePoint used a hybrid method utilizing a combination of the OPM and the probability weighted expected return method (“PWERM”). The PWERM is a scenario-based methodology that estimates the fair value of common stock based upon an analysis of future values for Legacy ChargePoint, assuming various outcomes. The common stock value is based on the probability-weighted present value of expected future investment returns considering each of the possible outcomes available as well as the rights of each class of shares. The future value of the common stock under each outcome is discounted back to the valuation date at an appropriate risk-adjusted discount rate and probability weighted to arrive at an indication of value for the common stock. Legacy ChargePoint considered three different scenarios: (a) a transaction with a SPAC, (b) remaining a private company and (c) an acquisition by another company. Under the hybrid method, Legacy ChargePoint used the OPM, the if-converted method, and the liquidation method to allocate the equity value of its business among the various classes of stock. The if-converted method presumes that all shares of Legacy ChargePoint redeemable convertible preferred stock convert into Legacy ChargePoint Common Stock based upon their conversion terms and differences in the rights and preferences of the share of Legacy ChargePoint redeemable convertible preferred stock are ignored. The liquidation method presumes payment of proceeds in accordance with the liquidation terms of each class of stock.
After the allocation to the various classes of equity securities, a discount for lack of marketability (“DLOM”) was applied to arrive at a fair value of common stock. A DLOM was meant to account for the lack of marketability of a stock that was not publicly traded. In making the final determination of common stock value, consideration was also given to recent sales of common stock.
Application of these approaches and methodologies involves the use of estimates, judgments and assumptions that are highly complex and subjective, such as those regarding Legacy ChargePoint’s expected future revenue, expenses and future cash flows, discount rates, market multiples, the selection of comparable public companies and the probability of and timing associated with possible future events. Changes in any or all of these estimates and assumptions or the relationships between those assumptions impacted Legacy ChargePoint’s valuations as of each valuation date and may have had a material impact on the valuation of Legacy ChargePoint Common Stock.
55
Income Taxes
ChargePoint utilizes the asset and liability method in accounting for income taxes. Deferred tax assets and liabilities reflect the estimated future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax asset and liability. Valuation allowances are established when necessary to reduce deferred tax assets where it is more likely than not that the deferred tax assets will not be realized. ChargePoint makes estimates, assumptions and judgments to determine its provision for its income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against deferred tax assets. ChargePoint assesses the likelihood that its deferred tax assets will be recovered from future taxable income, and to the extent it believes that recovery is not likely, it establishes a valuation allowance.
ChargePoint recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Interest and penalties related to unrecognized tax benefits which, have not been material, are recognized within provision for income taxes.
Recent Accounting Pronouncements
See Note 2, Summary of Significant Accounting Policies, of the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for more information regarding recently issued accounting pronouncements.
Emerging Growth Company Accounting Election
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable.
Prior to January 31, 2022, ChargePoint was an “emerging growth company” as defined in Section 2(A) of the Securities Act of 1933, as amended, and elected to take advantage of the benefits of this extended transition period for new or revised financial accounting standards. ChargePoint had taken advantage of the benefits of the extended transition period, although it may have decided to early adopt such new or revised standards to the extent permitted by such standards. In addition, ChargePoint relied on other exemptions and reduced reporting requirements provided by the JOBS Act. This may make it difficult or impossible to compare ChargePoint financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.

Effective January 31, 2022, ChargePoint exited its emerging growth company status and met the definition of a large accelerated filer, as defined under Rule 12-b-2 of the Exchange Act. The accommodation afforded to an emerging growth company will no longer apply.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
ChargePoint is exposed to market risk for changes in interest rates. ChargePoint had cash, cash equivalents and restricted cash totaling $315.6 million as of January 31, 2022. Cash equivalents were invested primarily in money market funds. ChargePoint’s investment policy is focused on the preservation of capital and supporting its liquidity needs. Under the policy, ChargePoint invests in highly rated securities, issued by the U.S. government or liquid money market funds. ChargePoint does not invest in financial instruments for trading or speculative purposes, nor does it use leveraged financial instruments. ChargePoint utilizes external investment managers who adhere to the guidelines of its investment policy. A hypothetical 10% change in interest rates would not have a material impact on the value of ChargePoint’s cash and cash equivalents.
Foreign Currency Risk
ChargePoint has foreign currency risks related to its revenue and operating expenses denominated in currencies other than the U.S. dollar, primarily the euro, causing both its revenue and its operating results to be impacted by fluctuations in the exchange rates.
56
Gains or losses from the revaluation of certain cash balances, accounts receivable balances and intercompany balances that are denominated in these currencies impact ChargePoint’s net loss. A hypothetical decrease in all foreign currencies against the U.S. dollar of 10% would not result in a material foreign currency loss on foreign-denominated balances, as of January 31, 2022. As ChargePoint’s foreign operations expand, its results may be more materially impacted by fluctuations in the exchange rates of the currencies in which it does business.
At this time, ChargePoint does not enter into financial instruments to hedge its foreign currency exchange risk, but it may in the future.
57
Item 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
58
Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of ChargePoint Holdings, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of ChargePoint Holdings, Inc. and its subsidiaries (the “Company”) as of January 31, 2022 and 2021, and the related consolidated statements of operations, of comprehensive loss, of redeemable convertible preferred stock and stockholder’s equity (deficit) and of cash flows for each of the three years in the period ended January 31, 2022, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of January 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2022 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of January 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO because material weaknesses in internal control over financial reporting existed as of that date related to the Company not designing and maintaining (i) an effective control environment, specifically an insufficient complement of personnel with an appropriate degree of accounting knowledge, experience and training to appropriately analyze, record and disclose accounting matters; (ii) formal accounting policies, procedures and controls over significant accounts and disclosures to achieve complete, accurate and timely financial accounting, reporting and disclosures, including accounting for complex features associated with warrants, segregation of duties and adequate controls related to the preparation and review of journal entries; (iii) effective controls over the review of the inputs and assumptions used in the valuation of intangible assets acquired in a business combination; and (iv) effective controls over certain information technology general controls for information systems that are relevant to the preparation of the Company’s consolidated financial statements, including effective controls over program change management, user access and program development.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses referred to above are described in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. We considered these material weaknesses in determining the nature, timing, and extent of audit tests applied in our audit of the January 31, 2022 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in management's report referred to above. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded ViriCiti Group B.V. (“ViriCiti”) and has•to•be gmbh (“HTB”) from its assessment of internal control over financial reporting as of January 31, 2022 because they were acquired by the Company in purchase business combinations during fiscal 2022. We have also excluded ViriCiti and HTB from our audit of internal control over financial reporting. ViriCiti and HTB are wholly-owned subsidiaries whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting collectively represent 1.7% and 2.6%, respectively, of the related consolidated financial statement amounts as of and for the year ended January 31, 2022.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
59
principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Consolidated Financial Statements – Impact of Personnel and Controls Related to Financial Reporting

The completeness and accuracy of the consolidated financial statements, including the financial condition, results of operations and cash flows, is dependent on, in part, (i) maintaining a sufficient complement of personnel with an appropriate degree of accounting knowledge, experience and training to appropriately analyze, record and disclose accounting matters; (ii) designing and maintaining formal accounting policies, procedures and controls over significant accounts and disclosures to achieve complete, accurate and timely financial accounting, reporting and disclosures, including accounting for complex features associated with warrants, segregation of duties, and adequate controls related to the preparation and review of journal entries; and (iii) designing and maintaining controls over information technology general controls for information systems that are relevant for the Company’s financial statements, including controls over program change management, user access and program development.

The principal considerations for our determination that the consolidated financial statements - impact of personnel and controls related to financial reporting is a critical audit matter are a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence related to business processes that affect substantially all financial statement account balances and disclosures. As described in the preceding paragraph and the “Opinions on the Financial Statements and Internal Control over Financial Reporting” section, material weaknesses were identified as of January 31, 2022 related to this matter.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall audit opinion on the consolidated financial statements. These procedures included, among others, evaluating and determining the nature and extent of audit procedures performed and evidence obtained that are responsive to the material weaknesses identified. These procedures also included (i) evaluating whether segregation of duties was maintained over the preparation and recording of journal entries; (ii) testing the accounting and disclosures over complex features associated with warrants; (iii) testing the valuation of certain acquired intangible assets; and (iv) manually testing the completeness and accuracy of system reports or other information generated by the Company’s information systems.

Valuation of Customer Relationships Relating to the Acquisition of HTB

As described in Notes 2 and 4 to the consolidated financial statements, on October 6, 2021, the Company acquired all of the outstanding shares of HTB for approximately $235.0 million. Acquired customer relationships were $78.7 million. The fair value assigned to customer relationships was determined by management using the income approach, specifically using the multi-period excess earnings method. Determining the fair value requires management to use significant judgment and estimates, and the significant assumptions used included revenue, cost of revenue and operating expenses attributable to the asset, retention rate, applicable tax rate, contributory asset charges, the discount rate, and the tax amortization benefit.

The principal considerations for our determination that performing procedures relating to the valuation of customer relationships relating to the acquisition of HTB is a critical audit matter are (i) the significant judgment by management when determining the fair value of the customer relationships acquired; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to revenue, cost of revenue and operating expenses attributable to the asset, retention rate, contributory asset charges, and the discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. As described in the “Opinions on the Financial Statements and Internal Control over Financial Reporting” section, a material weakness was identified related to this matter.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included, among others, (i) reading the purchase agreement; (ii) testing management’s process for determining the fair value of the customer relationships; (iii) evaluating the appropriateness of the multi-period excess earnings method; (iv) testing the completeness and accuracy of the underlying data used in the multi-period excess earnings method; and (v) evaluating the reasonableness of the significant assumptions used by management related to revenue, cost of revenue and operating expenses attributable to the asset, retention rate, contributory asset charges, and the discount rate. Evaluating
60
management’s significant assumptions related to the revenue, cost of revenue and operating expenses attributable to the asset and retention rate involved considering (i) the current and past performance of the HTB business; (ii) consistency with external market and industry data; and (iii) whether these significant assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the Company’s multi-period excess earnings method and (ii) the reasonableness of the contributory asset charge and the discount rate significant assumptions.


/s/ PricewaterhouseCoopers LLP

San Jose, California
April 4, 2022

We have served as the Company’s auditor since 2016.
61
ChargePoint Holdings, Inc.
Consolidated Balance Sheets
January 31, 2022 and 2021
(in thousands, except share and per share data)
January 31,
20222021
Assets
Current assets:
Cash and cash equivalents$315,235 $145,491 
Restricted cash400 400 
Accounts receivable, net of allowance of $5,584 as of January 31, 2022 and $2,000 as of January 31, 2021
75,939 35,075 
Inventories35,879 33,592 
Prepaid expenses and other current assets36,603 12,074 
Total current assets464,056 226,632 
Property and equipment, net34,593 29,988 
Intangible assets, net107,209 — 
Operating lease right-of-use assets25,535 21,817 
Goodwill218,484 1,215 
Other assets6,020 10,468 
Total assets$855,897 $290,120 
Liabilities, Redeemable Convertible Preferred Stock, and Stockholders' Equity (Deficit)
Current liabilities:
Accounts payable$27,576 $19,784 
Accrued and other current liabilities84,328 47,162 
Deferred revenue77,142 40,934 
Debt, current— 10,208 
Total current liabilities189,046 118,088 
Deferred revenue, noncurrent69,666 48,896 
Debt, noncurrent— 24,686 
Operating lease liabilities25,370 22,459 
Deferred tax liabilities17,697 — 
Redeemable convertible preferred stock warrant liability— 75,843 
Other long-term liabilities7,104 972 
Total liabilities308,883 290,944 
Commitments and contingencies (Note 8)
Redeemable convertible preferred stock: $0.0001 par value; zero and 185,180,248 shares authorized as of January 31, 2022 and 2021, respectively; zero and 182,934,257 shares issued and outstanding as of January 31, 2022 and 2021, respectively (liquidation value: nil and $710,347 as of January 31, 2022 and 2021, respectively)
— 615,697 
Stockholders' equity (deficit):
Common stock: $0.0001 par value; 1,000,000,000 and 299,771,284 shares authorized as of January 31, 2022 and 2021, respectively; 334,760,615 and 22,961,032 shares issued and outstanding as of January 31, 2022 and 2021, respectively
33 2 
Preferred stock, $0.0001 par value; 10,000,000 and zero shares authorized as of January 31, 2022 and January 31, 2021, respectively; zero issued and outstanding as of January 31, 2022 and January 31, 2021
— — 
Additional paid-in capital1,366,855 62,736 
Accumulated other comprehensive income (loss)(8,219)155 
Accumulated deficit(811,655)(679,414)
Total stockholders' equity (deficit)547,014 (616,521)
Total liabilities, redeemable convertible preferred stock, and stockholders' equity (deficit)$855,897 $290,120 
The accompanying notes are an integral part of these consolidated financial statements.
62
ChargePoint Holdings, Inc.
Consolidated Statements of Operations
Years Ended January 31, 2022, 2021, and 2020
(in thousands, except share and per share data)
Year Ended January 31,
202220212020
Revenue
Networked charging systems$173,850 $91,893 $101,012 
Subscriptions53,512 40,563 28,930 
Other13,644 14,034 14,573 
Total revenue241,006 146,490 144,515 
Cost of revenue
Networked charging systems147,313 87,083 105,940 
Subscriptions31,190 20,385 16,244 
Other8,970 6,073 4,289 
Total cost of revenue187,473 113,541 126,473 
Gross profit53,533 32,949 18,042 
Operating expenses
Research and development145,043 75,017 69,464 
Sales and marketing92,550 53,002 56,997 
General and administrative81,380 25,922 23,945 
Total operating expenses318,973 153,941 150,406 
Loss from operations(265,440)(120,992)(132,364)
Interest income98 315 3,245 
Interest expense(1,502)(3,253)(3,544)
Change in fair value of redeemable convertible preferred stock warrant liability9,237 (73,125)(875)
Change in fair value of assumed common stock warrant liabilities47,822 — — 
Change in fair value of contingent earnout liability84,420 — — 
Transaction costs expensed(7,031)— — 
Other income (expense), net(2,775)229 (565)
Net loss before income taxes$(135,171)$(196,826)$(134,103)
Provision (benefit) for income taxes(2,930)198 224 
Net loss$(132,241)$(197,024)$(134,327)
Accretion of beneficial conversion feature of redeemable convertible preferred stock— (60,377)— 
Cumulative undeclared dividends on redeemable convertible preferred stock(4,292)(16,799)— 
Deemed dividends attributable to vested option holders(51,855)— — 
Deemed dividends attributable to common stock warrant holders(110,635)— — 
Net loss attributable to common stockholders - Basic$(299,023)$(274,200)$(134,327)
Gain attributable to earnout shares issued(84,420)— — 
Change in fair value of dilutive warrants(68,223)— — 
Net loss attributable to common stockholders - Diluted$(451,666)$(274,200)$(134,327)
Weighted average shares outstanding - Basic297,421,969 15,116,763 8,893,787 
Weighted average shares outstanding - Diluted302,490,266 15,116,763 8,893,787 
Net loss per share - Basic$(1.01)$(18.14)$(15.10)
Net loss per share - Diluted$(1.49)$(18.14)$(15.10)
The accompanying notes are an integral part of these consolidated financial statements
63
ChargePoint Holdings, Inc.
Consolidated Statements of Comprehensive Loss
Years Ended January 31, 2022, 2021, and 2020
(in thousands)
Year Ended January 31,
202220212020
Net loss$(132,241)$(197,024)$(134,327)
Other comprehensive income (loss):
Foreign currency translation adjustment(8,374)141 131 
Available-for-sale short-term investments:
Unrealized gain, net of tax— — 23 
Reclassification to net income, net of tax— (23)— 
Other comprehensive income (loss)(8,374)118 154 
Comprehensive loss$(140,615)$(196,906)$(134,173)
The accompanying notes are an integral part of these consolidated financial statements.
64
ChargePoint Holdings, Inc.
Consolidated Statements of Redeemable Convertible Preferred Stock and
Stockholders' Equity (Deficit)
Years Ended January 31, 2022, 2021, and 2020
(in thousands, except share data)
Redeemable
Convertible
Preferred Stock		Common StockAdditional
Paid-In
Capital		Accumulated Other Comprehensive Income (Loss)Accumulated
Deficit		Total
Stockholders'
Equity (Deficit)
SharesAmountSharesAmount
Balances as of January 31, 2019
157,948,553 $505,485 7,087,949 $1 $14,993 $(117)$(350,252)$(335,375)
Effect of adoption of ASC 340— — — — — — 2,189 2,189 
Issuance of Series H redeemable convertible preferred stock, net of issuance costs of $0.1 million
2,634,650 14,756 — — — — — — 
Issuance of common stock warrants issued in connection with Series H redeemable convertible preferred stock— — — — 185 — — 185 
Issuance of common stock upon exercise of vested stock options— — 4,795,588 — 2,201 — — 2,201 
Issuance of common stock related to early exercise of stock options— — 34,881 — — — — — 
Vesting of early exercised stock options— — — — 15 — — 15 
Stock-based compensation— — — — 2,937 — — 2,937 
Net loss— — — — — — (134,327)(134,327)
Other comprehensive income— — — — — 154 — 154 
Balances as of January 31, 2020
160,583,203 $520,241 11,918,418 $1 $20,331 $37 $(482,390)$(462,021)
Issuance of redeemable convertible preferred stock and common warrants, net of issuance costs22,351,054 95,456 — — — — — — 
Issuance of common stock warrants in connection with Series H-1 redeemable convertible preferred stock— — — — 31,547 — — 31,547 
Beneficial conversion feature in connection with Series H-1 redeemable preferred stock— (60,377)— — 60,377 — — 60,377 
Accretion of beneficial conversion feature in connection with Series H-1 redeemable preferred stock— 60,377 — — (60,377)— — (60,377)
Issuance of common stock upon exercise of vested stock options— — 10,363,603 1 5,643 — — 5,644 
Issuance of common stock related to early exercise of stock options— — 679,011 — — — — — 
Vesting of early exercised stock options— — — — 268 — — 268 
Stock-based compensation— — — — 4,947 — — 4,947 
Net loss— — — — — — (197,024)(197,024)
Other comprehensive income— — — — — 118 — 118 
Balances as of January 31, 2021
182,934,257 $615,697 22,961,032 $2 $62,736 $155 $(679,414)$(616,521)
Conversion of redeemable convertible preferred stock into
common stock in connection with the reverse
recapitalization, including impact of Series H-1 paid in
kind dividend
(182,934,257)(615,697)194,060,336 20 615,677 — — 615,697 
Issuance of common stock under stock plans, net of tax withholdings— — 8,620,607 — 4,516 — — 4,516 
Reclassification of Legacy ChargePoint preferred stock
warrant liability upon the reverse recapitalization
— — — — 66,606 — — 66,606 
Issuance of common stock upon the reverse recapitalization, net of issuance costs— — 60,746,989 6 200,460 — — 200,466 
Issuance of common stock upon exercise of warrants— — 16,364,810 1 352,612 — — 352,613 
Issuance of common stock pursuant to business combinations— — 5,695,176 1 102,057 — — 102,058 
Issuance of earnout shares upon triggering events, net of tax
withholding
— — 26,313,253 3 480,222 — — 480,225 
Contingent earnout liability recognized upon the closing of
the reverse recapitalization
— — — — (828,180)— — (828,180)
65
Redeemable
Convertible
Preferred Stock		Common StockAdditional
Paid-In
Capital		Accumulated Other Comprehensive Income (Loss)Accumulated
Deficit		Total
Stockholders'
Equity (Deficit)
SharesAmountSharesAmount
Reclassification of remaining contingent earnout liability
upon triggering event
— — — — 242,640 — — 242,640 
Vesting of early exercised stock options— — — — 178 — — 178 
Repurchase of early exercised common stock— — (1,588)— — — — 
Stock-based compensation— — — — 67,331 — — 67,331 
Net loss— — — — — — (132,241)(132,241)
Other comprehensive loss— — — — — (8,374)— (8,374)
Balances as of January 31, 2022
— $— 334,760,615 $33 $1,366,855 $(8,219)$(811,655)$547,014 
The accompanying notes are an integral part of these consolidated financial statements.
66
ChargePoint Holdings, Inc.
Consolidated Statements of Cash Flows
Years Ended January 31, 2022, 2021, and 2020
(in thousands)
Year Ended January 31,
202220212020
Cash flows from operating activities
Net loss$(132,241)$(197,024)$(134,327)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization16,457 10,083 7,698 
Non-cash operating lease cost4,244 3,762 3,121 
Stock-based compensation67,331 4,947 2,937 
Amortization of deferred contract acquisition costs1,786 1,206 675 
Transaction costs expensed7,031 — — 
Change in fair value of common stock warrant liabilities(47,822)— — 
Change in fair value of redeemable convertible preferred stock warrant liability(9,237)73,125 875 
Change in fair value of contingent earnout liabilities(84,420)— — 
Change in fair value of earnout liability recognized upon acquisition of ViriCiti2,266 — — 
Deferred tax benefit(3,306)— — 
Other3,680 1,858 2,014 
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable, net(38,388)3,292 (8,702)
Inventories(1,991)(9,585)(1,472)
Prepaid expenses and other assets(23,941)(8,914)(2,961)
Operating lease liabilities(3,460)(2,815)(1,181)
Accounts payable7,933 (493)15,704 
Accrued and other liabilities21,619 11,556 93 
Deferred revenue55,281 17,156 27,590 
Net cash used in operating activities(157,178)(91,846)(87,936)
Cash flows from investing activities
Purchases of property and equipment(16,410)(11,484)(14,885)
Purchases of investments— — (179,514)
Maturities of investments— 47,014 132,500 
Cash paid for acquisition, net of cash acquired(205,330)— — 
Net cash provided by (used in) investing activities(221,740)35,530 (61,899)
Cash flows from financing activities
Proceeds from issuance of redeemable convertible preferred stock— 95,456 14,756 
Proceeds from the exercise of public warrants118,864 — — 
Merger and PIPE financing511,646 — — 
Payment of tax withholding obligations on settlement of earnout shares(20,895)— — 
Repayment of borrowings(36,051)— — 
Proceeds from issuance of common stock warrants, net of issuance costs— 31,547 185 
Payments of transaction costs related to Merger(32,468)— — 
Change in driver funds and amounts due to customers3,675 — — 
Payment of deferred transaction costs— (4,003)— 
Proceeds from issuance of stock in connection with stock plans, net of withholding taxes4,916 5,913 2,217 
Net cash provided by financing activities549,687 128,913 17,158 
Effect of exchange rate changes on cash, cash equivalents, and restricted cash(1,025)141 132 
Net increase (decrease) in cash, cash equivalents, and restricted cash169,744 72,738 (132,545)
Cash, cash equivalents, and restricted cash at beginning of period145,891 73,153 205,698 
Cash, cash equivalents, and restricted cash at end of period$315,635 $145,891 $73,153 
Supplementary cash flow information
Cash paid for interest$346 $2,801 $3,414 
Cash paid for taxes$268 $172 $153 
Supplementary cash flow information on non-cash investing and financing activities
67
Accretion of beneficial conversion feature of redeemable convertible preferred stock$— $60,377 $— 
Deferred transaction costs not yet paid$— $1,685 $— 
Right-of-use assets obtained in exchange for lease liabilities$7,991 $2,118 $2,906 
Right-of-use asset remeasurement subsequent to lease extension$— $12,867 $— 
Acquisitions of property and equipment included in accounts payable and accrued and other current liabilities$660 $647 $1,287 
Vesting of early exercised stock options$178 $268 $15 
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization$615,697 $— $— 
Reclassification of Legacy ChargePoint redeemable convertible preferred stock warrant liability upon the reverse capitalization$66,606 $— $— 
Contingent earnout liability recognized upon the closing of the reverse recapitalization$828,180 $— $— 
Reclassification of remaining contingent earnout liability upon triggering event$242,640 $— $— 
Issuance of common stock in connection with acquisitions$102,057 $— $— 
The accompanying notes are an integral part of these consolidated financial statements.
68
ChargePoint Holdings, Inc.
Notes to Consolidated Financial Statements
1.Description of Business and Basis of Presentation
ChargePoint Holdings, Inc. (“ChargePoint” or the “Company”, “it”, “its”) designs, develops and markets networked electric vehicle (“EV”) charging system infrastructure (“Networked Charging Systems”) and cloud-based services which enable consumers the ability to locate, reserve, authenticate and transact EV charging sessions (“Cloud” or “Cloud Services”). As part of ChargePoint’s Networked Charging Systems, subscriptions and other offerings, it provides 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.
On September 23, 2020, ChargePoint, Inc. entered into a merger agreement (the “Merger Agreement”) with Switchback Energy Acquisition Corporation (“Switchback”).
On February 26, 2021 (the “Closing Date”), Switchback consummated the previously announced transactions contemplated by the Merger Agreement pursuant to which Lightning Merger Sub Inc., a wholly owned subsidiary of Switchback incorporated in the State of Delaware (“Merger Sub”), merged with ChargePoint, Inc., a Delaware corporation (“Legacy ChargePoint”); Legacy ChargePoint survived as a wholly-owned subsidiary of Switchback (the “Merger” and, collectively with the other transactions described in the Merger Agreement, the “Reverse Recapitalization”). On the Closing Date, and in connection with the closing of the Merger (the “Closing”), Switchback changed its name to ChargePoint Holdings, Inc.
In addition, as part of the Merger, certain investors purchased an aggregate of 22,500,000 shares of common stock (“PIPE Investors”) concurrently with the Closing for an aggregate purchase price of $225.0 million.
The Company’s fiscal year ends on January 31. References to fiscal years 2022, 2021, and 2020 relate to the fiscal years ended January 31, 2022, January 31, 2021, and January 31, 2020, respectively.
Basis of Presentation
The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.
The Company’s consolidated financial statements have been prepared on the basis of continuity of operations, the realization of assets, and the satisfaction of liabilities in the ordinary course of business. Since inception, the Company has been engaged in developing its product offerings, raising capital, and recruiting personnel and it has incurred net operating losses and negative cash flows from operations in every year since inception and expects this to continue for the foreseeable future. As of January 31, 2022, the Company had an accumulated deficit of $811.7 million.
The Company has funded its operations primarily with proceeds from the issuance of redeemable convertible preferred stock, exercise proceeds from options and warrants, borrowings under its loan facilities, and proceeds from the Merger. In February 2021, the Company received cash proceeds of $484.1 million from the Merger. The Company had cash, cash equivalents, and restricted cash of $315.6 million as of January 31, 2022.As of the date on which these consolidated financial statements were issued, the Company believes that its cash on hand, together with cash generated from sales to customers, will satisfy its working capital and capital requirements for at least the next twelve months following the issuance of the consolidated financial statements. If adequate funds are not available to the Company on a timely basis, it may be required to delay, limit, reduce, or terminate certain commercial efforts, or pursue merger or acquisition strategies, all of which could adversely affect the holdings or the rights of the Company’s stockholders.
Revision of Prior Period Financial Disclosure

Management determined that the Company had incorrectly reported the liquidation preference value of its redeemable convertible preferred stock in its consolidated financial statements as of January 31, 2021 as $693.5 million, as included in its annual consolidated financial statements filed on Form 8-K/A on April 1, 2021. Additionally, this liquidation preference value as of January 31, 2021 was incorrectly reported as $17,493.0 million in its condensed consolidated balance sheets included in the first, second and third quarter of fiscal 2022 as filed in its respective Quarterly Reports on Form 10-Q. These errors were due to a clerical error and the correct liquidation preference value as of January 31, 2021 should have been reported as $710.3 million. This error did not impact the statement of operations, statement of cash flows, consolidated statements of redeemable convertible preferred stock and stockholders’ equity (deficit) or related footnotes to the consolidated financial statements. Additionally, all of the redeemable convertible preferred stock was converted to common stock in the Reverse Recapitalization on February 26, 2021, and the redeemable convertible preferred stock and its liquidation preference value ceased to exist at that time. The Company assessed the materiality of the misstatement and concluded the
69
misstatements were immaterial to the previously issued annual consolidated financial statements for the period ending January 31, 2021 and interim financial statements thereafter; however, the Company elected to revise the previously reported amounts included in this filing.
2.Summary of Significant Accounting Policies
Use of Estimates
The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results and outcomes could differ significantly from the Company’s estimates, judgments, and assumptions. Significant estimates include determining standalone selling price for performance obligations in contracts with customers, the estimated expected benefit period for deferred contract acquisition costs, allowances for expected credit losses, inventory reserves, the useful lives of long-lived assets, the determination of the incremental borrowing rate used for operating lease liabilities, the valuation of redeemable convertible preferred stock warrants and common stock warrants, including common stock warrants as a result of the Merger, contingent earnout liability, valuation of acquired goodwill and intangible assets, the value of common stock and other assumptions used to measure stock-based compensation, and the valuation of deferred income tax assets and uncertain tax positions. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions.
Concentration of Credit Risk and Other Risks and Uncertainties
Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. Cash and cash equivalents are held in domestic and foreign cash accounts with large, creditworthy financial institutions. The Company has not experienced any losses on its deposits of cash and cash equivalents through deposits with federally insured commercial banks and at times cash balances may be in excess of federal insurance limits. Short-term investments consist of U.S. treasury bills that carry high-credit ratings and accordingly, minimal credit risk exists with respect to these balances.
Accounts receivable are stated at the amount the Company expects to collect. The Company generally does not require collateral or other security in support of accounts receivable. To reduce credit risk, management performs ongoing credit evaluations of its customers’ financial condition.
Concentration of credit risk with respect to trade accounts receivable is considered to be limited due to the diversity of the Company’s customer base and geographic sales areas. As of January 31, 2022, no customer individually accounted for 10% or more of accounts receivable, net. As of January 31, 2021, there was one customer that accounted for 10% or more of accounts receivable, net. For the years ended January 31, 2022, 2021, and 2020 there were no customers that represented 10% or more of total revenue.
The Company’s revenue is concentrated in the infrastructure needed for charging EVs, an industry which is highly competitive and rapidly changing. Significant technological changes within the industry or customer requirements, or the emergence of competitive products with new capabilities or technologies, could adversely affect the Company’s operating results.
In December 2019, COVID-19 was first reported to the World Health Organization (“WHO”), and in January 2020, the WHO declared the outbreak to be a public health emergency. In March 2020, the WHO characterized COVID-19 as a pandemic. Since then, the COVID-19 pandemic and efforts to control its spread have significantly curtailed the movement of people, goods, and services worldwide. As a result, the Company has temporarily closed its headquarters and most of its other offices, enabled its employees and contractors to work remotely, implemented travel restrictions, implemented cost cutting measures, and shifted Company events and meetings to virtual-only experiences, all of which may continue for an indefinite amount of time and represent a significant disruption in how it operates its business. The operations of the Company’s partners, vendors, and customers have likewise been disrupted.
While the duration and extent of the COVID-19 pandemic depends on future developments that cannot be accurately predicted at this time, such as the extent and effectiveness of containment and mitigation actions, it has already had an adverse effect on the global economy, and the ultimate societal and economic impact of the COVID-19 pandemic remains unknown. In particular, the conditions caused by this pandemic may affect the rate of global infrastructure spending, which could adversely affect demand for the Company’s platform. Further, the COVID-19 pandemic has caused the Company to experience, in some cases, longer sales cycles and an increase in certain prospective and current customers seeking lower prices or other more favorable contract terms, and has limited the ability of its direct sales force to travel to customers and potential customers. In addition, the COVID-19 pandemic could reduce the value or duration of subscriptions, negatively impact collections of accounts receivable, reduce expected spending from the Company’s paying customers, cause some of its paying customers to go out of business, and affect contraction or attrition rates of its paying customers, all of which could adversely affect the Company’s business, results of operations, and financial condition. Additionally, concerns over the economic
70
impact of COVID-19 have caused extreme volatility in financial and other capital markets, which may adversely affect the Company’s ability to access capital markets in the future.
While the Company has developed and continues to develop plans to help mitigate the potential negative impact of COVID-19, these efforts may not be effective, and any protracted economic downturn will likely limit the effectiveness of its efforts. Accordingly, it is not possible for the Company to predict the duration and ultimate extent to which this will affect its business, future results of operations, and financial condition at this time.
Segment Reporting
Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company operates as one operating segment because its CODM, who is its Chief Executive Officer, reviews its financial information on a consolidated basis for purposes of making decisions regarding allocating resources and assessing performance. The Company has no segment managers who are held accountable by the CODM for operations, operating results, and planning for levels of components below the consolidated unit level.
Cash, Cash Equivalents, and Restricted Cash
The Company considers all highly liquid investments with an original maturity of three months or less, when purchased, to be cash equivalents. Cash equivalents may be invested in money market funds. Cash and cash equivalents are carried at cost, which approximates their fair value.
Restricted cash of $0.4 million as of January 31, 2022, 2021 and 2020 relates to cash deposits restricted under letters of credit issued in support of customer agreements.
The reconciliation of cash, cash equivalents, and restricted cash to amounts presented in the consolidated statements of cash flows were as follows:
January 31,
202220212020
(in thousands)
Cash and cash equivalents$315,235 $145,491 $72,753 
Restricted cash400 400 400 
Total cash, cash equivalents, and restricted cash$315,635 $145,891 $73,153 
Accounts Receivable, net
Accounts receivable are recorded at the invoiced amount and are non-interest bearing. The Company performs ongoing credit evaluations of its customers and maintains an allowance for expected credit losses related to its existing accounts receivable and net realizable value to ensure trade receivables are not overstated due to uncollectibility. Allowances are provided for individual accounts receivable when the Company becomes aware of a customer’s inability to meet its financial obligations, such as in the case of bankruptcy, deterioration in the customer’s operating results, or change in financial position. If circumstances related to customers change, estimates of the recoverability of receivables are further adjusted. The Company also considers broader factors in evaluating the sufficiency of its allowances, including the length of time receivables are past due, macroeconomic conditions, significant one-time events, and historical experience. When the Company determines that there are accounts receivable that are uncollectible, they are written off against the allowance. The change in the allowance for expected credit losses for the years ended January 31, 2022, 2021, and 2020 was as follows:
Beginning
Balance		Additions
Charged To
Expense		Write-offsEnding
Balance
(in thousands)
Year ended January 31, 2022
Allowance for expected credit losses$2,000 $3,835 $(251)$5,584 
Year ended January 31, 2021
Allowance for expected credit losses$2,000 $121 $(121)$2,000 
Year ended January 31, 2020
Allowance for expected credit losses$3,124 $339 $(1,463)$2,000 
71
Inventories
Inventories are stated at the lower of cost or net realizable value. Cost is computed using standard cost, which approximates actual cost, on a first-in, first-out basis. Inventory levels are analyzed periodically and written down to their net realizable value if they have become obsolete, have a cost basis in excess of expected net realizable value or are in excess of expected demand. The Company analyzes current and future product demand relative to the remaining product life to identify potential excess inventories. The write-down is measured as the difference between the cost of the inventories and net realizable value and charged to inventory reserves, which is a component of cost of revenue. At the point of the loss recognition, a new, lower cost basis for those inventories is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.
Property and Equipment, net
Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, as follows:
Useful Lives
Furniture and fixtures
3 to 5 years
Computers and software
3 to 5 years
Machinery and equipment
3 to 5 years
Tooling
3 to 5 years
Leasehold improvementsShorter of the estimated lease term or useful life
Owned and operated systems
5 to 7 years
Leasehold improvements are amortized over the shorter of estimated useful lives of the assets or the lease term. Expenditures for repairs and maintenance are charged to expense as incurred. Upon disposition, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is reflected in the consolidated statements of operations.
ChargePoint-as-a-Service (“CPaaS”) combines the customer’s use of the Company’s owned and operated systems with Cloud subscription software (“Cloud”) and the Company’s Assure program (“Assure”) into a single subscription. When CPaaS contracts contain a lease, the underlying asset is carried at its carrying value within property and equipment, net on the consolidated balance sheets.
Internal-Use Software Development Costs
The Company capitalizes qualifying internal-use software development costs incurred during the application development stage for internal tools and cloud-based applications used to deliver its services, provided that management with the relevant authority authorizes and commits to the funding of the project, it is probable the project will be completed, and the software will be used to perform the function intended. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Capitalized internal-use software development costs are included in property and equipment and are amortized on a straight-line basis over their estimated useful lives once it is ready for its intended use. Amortization of capitalized internal-use software development costs is included within cost of revenue for networked charging systems and subscriptions, research and development expense, sales and marketing expense, and general and administrative expense based on the use of the software. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized. As of January 31, 2022 and 2021 capitalized costs have not been material.
Leases
Lessee
The Company determines if a contract is a lease or contains a lease at the inception of the contract and reassesses that conclusion if the contract is modified. All leases are assessed for classification as an operating lease or a finance lease. Operating lease right-of-use (“ROU”) assets are presented separately on the Company’s consolidated balance sheets. Operating lease liabilities are separated into a current portion, included within accrued and other current liabilities on the Company’s consolidated balance sheets, and a noncurrent portion included within operating lease liabilities on the Company’s consolidated balance sheets. The Company does not have material finance leases. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. The Company does not obtain and control its right to use the asset until the lease commencement date.
The Company’s lease liabilities are recognized at the applicable lease commencement date based on the present value of the lease payments required to be paid over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate to discount the lease payments to present value. The estimated incremental borrowing rate is derived from information available at the lease commencement date. The Company’s ROU assets are also recognized at the applicable lease
72
commencement date. The ROU asset equals the carrying amount of the related lease liability, adjusted for any lease payments made prior to lease commencement and lease incentives provided by the lessor. Variable lease payments are expensed as incurred and do not factor into the measurement of the applicable ROU asset or lease liability.
The term of the Company’s leases equals the non-cancellable period of the lease, including any rent-free periods provided by the lessor, and also includes options to renew or extend the lease (including by not terminating the lease) that the Company is reasonably certain to exercise. The Company establishes the term of each lease at lease commencement and reassesses that term in subsequent periods when one of the triggering events outlined in ASC 842 occurs. Operating lease cost for lease payments is recognized on a straight-line basis over the lease term.
The Company’s lease contracts often include lease and non-lease components. The Company has elected the practical expedient offered by the standard to not separate the lease from non-lease components and accounts for them as a single lease component.
The Company elected the package of practical expedients permitted under the transition guidance, which allows the Company to carry forward its historical lease classification, its assessment on whether a contract is or contains a lease, and its initial direct costs for any leases that existed prior to adoption of the new standard. The Company has elected, for all classes of underlying assets, not to recognize ROU assets and lease liabilities for leases with a term of twelve months or less. Lease cost for short-term leases is recognized on a straight-line basis over the lease term.
Lessor
The Company leases networked charging systems to customers within certain CPaaS contracts. The leasing arrangements the Company enters into with lessees are operating leases, and as a result, the underlying asset is carried at its carrying value as owned and operated systems within property and equipment, net on the consolidated balance sheets. Adoption of ASC 842 did not have a material impact on the Company’s accounting as a lessor.
Impairment of Long-Lived Assets
The Company evaluates long-lived assets or asset groups for impairment whenever events indicate that the carrying amount of an asset or asset group may not be recoverable based on expected future cash flows attributable to that asset or asset group. Recoverability of assets held and used is measured by comparison of the carrying amounts of an asset or an asset group to the estimated future undiscounted cash flows which the asset or asset group is expected to generate. If the carrying amount of an asset or asset group exceeds estimated undiscounted future cash flows, then an impairment charge would be recognized based on the excess of the carrying amount of the asset or asset group over its fair value. Assets to be disposed of are reported at the lower of their carrying amount or fair value less costs to sell. There were no impairments of long-lived assets for the years ended January 31, 2022, 2021, and 2020.
Business Combinations
The total purchase consideration for an acquisition is measured as the fair value of the assets transferred, equity instruments issued, and liabilities assumed at the acquisition date. Costs that are directly attributable to the acquisition are expensed as incurred and included in general and administrative expense in the Company’s consolidated statements of operations. Identifiable assets (including intangible assets), liabilities assumed (including contingent liabilities), and noncontrolling interests in an acquisition are measured initially at their fair values at the acquisition date. The Company recognizes goodwill if the fair value of the total purchase consideration and any noncontrolling interests is in excess of the net fair value of the identifiable assets acquired and the liabilities assumed. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, cost of capital, future cash flows, and discount rates. The Company’s estimates of fair value are based on assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. The Company includes the results of operations of the acquired business in the consolidated financial statements beginning on the acquisition date.
Goodwill
Goodwill represents the excess of the purchase price of an acquired business over the fair value of the net tangible and identifiable intangible assets acquired. The carrying amount of goodwill is reviewed for impairment at least annually, in the fourth quarter, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. As of January 31, 2022 and 2021, the Company had a single operating segment and reporting unit structure. As part of the annual goodwill impairment test performed in the fourth quarter, the Company first performs a qualitative assessment to determine whether further impairment testing is necessary. If, as a result of the qualitative assessment, it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the quantitative impairment test will be required. If the Company has determined it necessary to perform a quantitative impairment assessment, the Company will compare the fair value of the reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, limited to the total amount of goodwill of the reporting unit. The carrying value of goodwill was $218.5 million as of January 31, 2022 and $1.2 million as of January 31, 2021, and no goodwill impairment has been recognized to date.
73
Intangible Assets
Intangible assets consist primarily of customer relationships and developed technology. Acquired intangible assets are initially recorded at the acquisition-date fair value and amortized on a straight line basis over their estimated useful lives ranging from 6 to 10 years.
Fair Value of Financial Instruments
Fair value is defined as an exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Assets and liabilities measured at fair value are classified into the following categories based on the inputs used to measure fair value:
•(Level 1) — Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;
•(Level 2) — Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly; and
•(Level 3) — Inputs that are unobservable for the asset or liability.
The Company classifies financial instruments in Level 3 of the fair value hierarchy when there is reliance on at least one significant unobservable input to the valuation model. In addition to these unobservable inputs, the valuation models for Level 3 financial instruments typically also rely on a number of inputs that are readily observable, either directly or indirectly. The Company’s assessment of a particular input to the fair value measurement requires management to make judgments and consider factors specific to the asset or liability. The fair value hierarchy requires the use of observable market data when available in determining fair value. The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each period. There were no transfers between levels during the periods presented. The Company had no material non-financial assets valued on a non-recurring basis that resulted in an impairment in any period presented.
The carrying values of the Company’s cash equivalents, accounts receivable, net, accounts payable, and accrued and other current liabilities approximate fair value based on the highly liquid, short-term nature of these instruments.
Redeemable Convertible Preferred Stock Warrants
During the fiscal year ended January 31, 2021 and 2020, warrants to purchase shares of the Company’s Series B, D, and E redeemable convertible preferred stock were classified as liabilities as the underlying redeemable convertible preferred stock was considered redeemable and may require the Company to transfer assets upon exercise. Redeemable convertible preferred stock warrants are recorded within noncurrent liabilities on the consolidated balance sheets. The warrants were recorded at fair value upon issuance and are subject to remeasurement to fair value at each balance sheet date. Changes in fair value of the redeemable convertible preferred stock warrant liability are recorded in the consolidated statements of operations. During the fiscal year ended January 31, 2022, all redeemable convertible preferred stock were converted to common stock after the Merger.
Common Stock Warrant Liabilities
The Company assumed 10,470,562 publicly-traded warrants (“Public Warrants”) and 6,521,568 private placement warrants issued to NGP Switchback, LLC, the sponsor of Switchback (“Private Placement Warrants” and, together with the Public Warrants, the “Common Stock Warrants”) upon the Merger, all of which were issued in connection with Switchback’s initial public offering and subsequent overallotment (other than 1,000,000 Private Placement Warrants which were issued in connection with the closing of the Merger) and entitle the holder to purchase one share of the Company’s Common Stock, par value $0.0001 (“Common Stock”), at an exercise price of $11.50 per share. During the fiscal year ended January 31, 2022, 10,226,081 Public Warrants and 6,511,133 Private Placement Warrants were exercised and the remaining 244,481 Public Warrants outstanding as of July 6, 2021, were redeemed for cash. The Public Warrants, prior to their redemption, were publicly traded and were exercisable for cash unless certain conditions occurred, such as the redemption by the Company under certain conditions, at which time the warrants could be cashlessly exercised, or the Company’s failure to have an effective registration statement related to the shares issuable upon exercise. The Private Placement Warrants are not redeemable for cash so long as they are held by the initial purchasers or their permitted transferees but may be redeemable for Common Stock if certain other conditions are met. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
74
The Company evaluated the Common Stock Warrants and concluded that they do not meet the criteria to be classified within stockholders’ equity. The agreement governing the Common Stock Warrants includes a provision (“Replacement of Securities Upon Reorganization”), the application of which could result in a different settlement value for the Common Stock Warrants depending on their holder. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Company’s ordinary shares, the Private Placement Warrants are not considered to be “indexed to the Company’s own stock.” In addition, the provision provides that in the event of a tender or exchange offer accepted by holders of more than 50% of the outstanding shares of the Company’s ordinary shares, all holders of the Common Stock Warrants (both the Public Warrants and the Private Placement Warrants) would be entitled to receive cash for all of their Common Stock Warrants. Specifically, in the event of a qualifying cash tender offer (which could be outside of the Company’s control), all Common Stock Warrant holders would be entitled to cash, while only certain of the holders of the Company’s ordinary shares may be entitled to cash. These provisions preclude the Company from classifying the Common Stock Warrants in stockholders’ equity. As the Common Stock Warrants meet the definition of a derivative, the Company recorded these warrants as liabilities on the consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of operations and comprehensive loss at each reporting date.
Contingent Earnout Liability
In connection with the Reverse Recapitalization and pursuant to the Merger Agreement, eligible ChargePoint equity holders were entitled to receive as additional merger consideration shares of the Company’s Common Stock upon the Company achieving certain Earnout Triggering Events (as described in the Merger Agreement and Note 11, Stock Warrants and Earnout). In accordance with ASC 815-40, the earnout shares were not indexed to the Common Stock and therefore were accounted for as a liability at the Reverse Recapitalization date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of other income (expense), net in the consolidated statements of operations.
The estimated fair value of the contingent consideration was determined using a Monte Carlo simulation using a distribution of potential outcomes on a monthly basis over the Earnout Period (as defined in Note 11, Stock Warrants and Earnout) prioritizing the most reliable information available. The assumptions utilized in the calculation were based on the achievement of certain stock price milestones, including the current Company Common Stock price, expected volatility, risk-free rate, expected term and dividend rate.
Until its settlement, the contingent earnout liability was categorized as a Level 3 fair value measurement (see Fair Value of Financial Instruments accounting policy as described above) because the Company estimated projections during the Earnout Period utilizing unobservable inputs. Contingent earnout payments involve certain assumptions requiring significant judgment and actual results can differ from assumed and estimated amounts.
Revenue Recognition
ChargePoint accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The Company recognizes revenue using the following five-step model as prescribed by ASC 606:
•Identification of the contract, or contracts, with a customer;
•Identification of the performance obligations in the contract;
•Determination of the transaction price;
•Allocation of the transaction price to the performance obligations in the contract; and
•Recognition of revenue when, or as, the Company satisfies a performance obligation.
Significant judgment and estimates are necessary for the allocation of the proceeds received from an arrangement to the multiple performance obligations and the appropriate timing of revenue recognition. The Company enters into contracts with customers that regularly include promises to transfer multiple products and services, such as charging systems, software subscriptions, extended maintenance, and professional services. For arrangements with multiple products or services, the Company evaluates whether the individual products or services qualify as distinct performance obligations. In its assessment of whether products or services are a distinct performance obligation, the Company determines whether the customer can benefit from the product or service on its own or with other readily available resources and whether the service is separately identifiable from other products or services in the contract. This evaluation requires the Company to assess the nature of each of its networked charging systems, subscriptions, and other offerings and how each is provided in the context of the contract, including whether they are significantly integrated which may require judgment based on the facts and circumstances of the contract.
The transaction price for each contract is determined based on the amount the Company expects to be entitled to receive in exchange for transferring the promised products or services to the customer. Collectability of revenue is reasonably assured based on historical evidence of collectability of fees the Company charges its customers. The transaction price in the contract is allocated to each distinct performance obligation in an amount that represents the relative amount of consideration expected to be received in exchange for
75
satisfying each performance obligation. Revenue is recognized when performance obligations are satisfied. Revenue is recorded based on the transaction price excluding amounts collected on behalf of third parties such as sales taxes, which are collected on behalf of and remitted to governmental authorities, or driver fees, collected on behalf of customers who offer public charging for a fee.
When agreements involve multiple distinct performance obligations, the Company accounts for individual performance obligations separately if they are distinct. The Company applies significant judgment in identifying and accounting for each performance obligation, as a result of evaluating terms and conditions in contracts. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. The Company determines SSP based on observable standalone selling price when it is available, as well as other factors, including the price charged to its customers, its discounting practices, and its overall pricing objectives, while maximizing observable inputs. In situations where pricing is highly variable, or a product is never sold on a stand-alone basis, the Company estimates the SSP using the residual approach.
The Company usually bills its customers at the onset of the arrangement for both the products and a predetermined period of time for services. Contracts for services typically range from annual to multi-year agreements with typical payment terms of 30 to 90 days.
Networked charging systems revenue
Networked charging systems revenue includes revenue related to the deliveries of EV charging system infrastructure. The Company recognizes revenue from sales of networked charging systems upon shipment to the customer, which is when the performance obligation has been satisfied.
Subscriptions revenue
Subscriptions revenue consists of services related to Cloud, as well as extended maintenance service plans under Assure. Subscriptions revenue is recognized over time on a straight-line basis as the Company has a stand-ready obligation to deliver such services to the customer.

Subscriptions revenue also consists of CPaaS revenue, which combines the customer’s use of the Company’s owned and operated systems with Cloud and Assure programs into a single subscription. CPaaS subscriptions contain a lease for the customer’s use of the Company’s owned and operated systems unless the location allows the Company to receive incremental economic benefit from regulatory credits earned on that owned and operated system. The leasing arrangements the Company enters into with lessees are operating leases. The Company recognizes operating lease revenue on a straight-line basis over the lease term and expenses deferred initial direct costs on the same basis. Lessor revenue relates to operating leases and historically has not been material.
Other revenue
Other revenue consists of fees received for transferring regulatory credits earned for participating in low carbon fuel programs in jurisdictions with such programs, charging related fees received from drivers using charging sites owned and operated by the Company, net transaction fees earned for processing payments collected on driver charging sessions at charging sites owned by ChargePoint customers, and other professional services. Revenue from regulatory credits is recognized at the point in time the regulatory credits are transferred. Revenue from fees for owned and operated sites is recognized over time on a straight-line basis over the performance period of the service contract as the Company has a stand-ready obligation to deliver such services. Revenue from driver charging sessions and charging transaction fees is recognized at the point in time the charging session or transaction is completed. Revenue from professional services is recognized as the services are rendered.
Remaining Performance Obligations
Remaining performance obligations represents the amount of contracted future revenue not yet recognized as the amounts relate to undelivered performance obligations, including both deferred revenue and non-cancelable contracted amounts that will be invoiced and recognized as revenue in future periods. The Company’s Assure, Cloud, and CPaaS subscription terms typically range from one to five years. Revenue expected to be recognized from remaining performance obligations was $163.9 million as of January 31, 2022, of which 50% is expected to be recognized over the next twelve months and the remainder thereafter.
Deferred Revenue
Deferred revenue represents billings or payments received in advance of revenue recognition and is recognized in revenue upon transfer of control. Balances consist primarily of software subscription services and extended Assure maintenance services not yet provided as of the balance sheet date. Contract assets, which represent services provided or products transferred to customers in advance of the date the Company has a right to invoice, are netted against deferred revenue on a customer-by-customer basis. Deferred revenue that will be recognized during the succeeding twelve-month period is recorded as deferred revenue with the remainder recorded as deferred revenue, noncurrent on the consolidated balance sheets. Total deferred revenue was $146.8 million and $89.8 million as of January 31, 2022 and 2021, respectively. The Company recognized $40.9 million, $39.4 million, and $25.5 million of revenue during the
76
years ended January 31, 2022, 2021, and 2020, respectively, that was included in the deferred revenue balance at the beginning of the respective period.
Cost of Revenue
Cost of networked charging systems revenue includes the material costs for parts and manufacturing costs for the hardware products, compensation, including salaries and related personnel expenses, including stock-based compensation, warranty provisions, depreciation of manufacturing related equipment and facilities, amortization of capitalized internal-use software development costs, and allocated overhead costs. Costs for shipping and handling are recorded in cost of revenue as incurred.
Cost of subscriptions revenue includes network and wireless connectivity costs for subscription services, field maintenance costs for Assure to support the Company’s network of systems, depreciation of owned and operated systems used in CPaaS arrangements, amortization of capitalized internal-use software development costs, allocated overhead costs, and support costs to manage the systems and helpdesk services for drivers and site hosts.
Cost of other revenue includes costs for the Company’s owned and operated charging sites, as well as costs of environmental and professional services.
Costs to Obtain a Customer Contract
Sales commissions are considered incremental and recoverable costs of acquiring customer contracts. Beginning at the Company’s adoption of ASC 606 on February 1, 2019, incremental and recoverable costs for the sale of cloud enabled software and extended maintenance service plans are capitalized as deferred contract acquisition costs within prepaid expenses and other current assets and other assets on the consolidated balance sheets and amortized on a straight-line basis over the anticipated benefit period of five years. The benefit period was estimated by taking into consideration the length of customer contracts, renewals, technology lifecycle, and other factors. This amortization is recorded within sales and marketing expense in the Company’s consolidated statements of operations. The sales commissions paid related to the sale of networked charging systems are expensed as incurred.
The Company elected the practical expedient that permits the Company to apply ASC Subtopic 340-40, “Other Assets and Deferred Costs-Contracts with Customers,” (“ASC 340”) to a portfolio containing multiple contracts, as they are similar in their characteristics, and the financial statement effects of applying ASC Subtopic 340-40 to that portfolio would not differ materially from applying it to the individual contracts within that portfolio.
Changes in the deferred contract acquisition costs during the years ended January 31, 2022 and 2021 were as follows:
(in thousands)
Balance as of January 31, 2020
$3,832 
Capitalization of deferred contract acquisition costs2,908 
Amortization of deferred contract acquisition costs(1,206)
Balance as of January 31, 2021
$5,534 
Capitalization of deferred contract acquisition costs3,381 
Amortization of deferred contract acquisition costs(1,786)
Balance as of January 31, 2022
$7,129 
Deferred acquisition costs capitalized on the consolidated balance sheets were as follows:
January 31
20222021
(in thousands)
Deferred contract acquisition costs, current$2,104 $1,550 
Deferred contract acquisition costs, noncurrent5,025 3,984 
Total deferred contract acquisition costs$7,129 $5,534 
Research and Development
Research and development expenses consist primarily of salary and related expenses, including stock-based compensation, for personnel related to the development of improvements and expanded features for the Company’s products and services, as well as quality assurance, testing, product management, amortization of capitalized internal-use software, and allocated overhead. Research and development costs are expensed as incurred.
77
Stock-based Compensation
The Company measures and recognizes stock-based compensation expense for all stock-based awards granted to employees and directors based on the estimated fair value of the awards on the date of grant, which for options is using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of highly subjective assumptions, including the fair value of the underlying common stock, the expected term of the option, the expected volatility of the price of the Company’s common stock, risk-free interest rates, and the expected dividend yield of the Company’s common stock. The assumptions used to determine the fair value of the awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. The fair values of restricted stock units were determined based on the fair value of the Company’s common stock on grant date.
The determination of the grant date fair value of stock option awards issued is affected by a number of variables, including the fair value of ChargePoint’s underlying Common Stock, expected Common Stock price volatility over the term of the option award, the expected term of the award, risk-free interest rates, and the expected dividend yield of ChargePoint Common Stock.
•Fair value of the underlying common stock: For the fiscal year ended January 31, 2021 and 2020, the absence of a public market for Legacy ChargePoint’s common stock required its board of directors to estimate the fair value of its common stock for purposes of granting options and for determining stock-based compensation expense by considering several objective and subjective factors, including contemporaneous third-party valuations, actual and forecasted operating and financial results, market conditions and performance of comparable publicly traded companies, developments and milestones in Legacy ChargePoint, the rights and preferences of common and redeemable convertible preferred stock, and transactions involving the Legacy ChargePoint’s stock. The fair value of the Legacy ChargePoint’s common stock was determined in accordance with applicable elements of the American Institute of Certified Public Accountants guide, Valuation of Privately Held Company Equity Securities Issued as Compensation.
•Expected volatility (Stock Options): As Legacy ChargePoint was not publicly traded, the expected volatility for Legacy ChargePoint’s stock options were determined by using an average of historical volatilities of selected industry peers deemed to be comparable to the Legacy ChargePoint’s business corresponding to the expected term of the awards. The Company did not grant any options during the year ended January 31, 2022.
•Expected volatility (Employee Stock Purchase Plan): The expected volatility for employee stock purchase plans was determined by using a blended volatility approach of peer volatility and implied volatility. Peer volatility was calculated as the average of historical volatilities of selected industry peers deemed to be comparable to ChargePoint’s business corresponding to the expected term of the awards.
•Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the awards.
•Expected dividend yield: The expected dividend rate is zero as ChargePoint currently has no history or expectation of declaring dividends on its Common Stock.
•Expected term: The expected term represented the period these stock awards were expected to remain outstanding and is based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules, and expectations of future employee behavior.
The Company amortizes the fair value of each stock award on a straight-line basis over the requisite service period of the awards. Stock-based compensation expense is based on the value of the portion of stock-based awards that is ultimately expected to vest. As such, the Company’s stock- based compensation is reduced for the estimated forfeitures at the date of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
Advertising
The Company expenses the costs of advertising, including promotional expenses, as incurred. Advertising expenses for the years ended January 31, 2022, 2021, and 2020 were not material.
Warranty
The Company provides standard warranty coverage on its products, providing parts necessary to repair the systems during the warranty period. The Company accounts for the estimated warranty cost as a charge to networked charging systems cost of revenue when revenue is recognized. The estimated warranty cost is based on historical and predicted product failure rates and repair expenses. Warranty expense for the years ended January 31, 2022, 2021, and 2020 was $3.8 million, $3.4 million, and $2.8 million, respectively.
78
In addition, the Company offers paid-for subscriptions to extended maintenance service plans under Assure. Assure provides both the labor and parts to maintain the products over the subscription terms of typically one to five years. The costs related to the Assure program are expensed as incurred and charged to subscriptions cost of revenue.
Foreign Currency
The functional currency of the Company’s foreign subsidiaries is generally the local currency. The translation of foreign currencies into U.S. dollars is performed for monetary assets and liabilities at the end of each reporting period based on the then current exchange rates. Non-monetary items are translated using historical exchange rates. For revenue and expense accounts, an average foreign currency rate during the period is applied. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as part of a separate component of stockholders’ equity (deficit) and reported in the consolidated statements of comprehensive loss. Foreign currency transaction gains and losses are included in other income (expense), net for the period.
Income Taxes
The Company uses the asset and liability method in accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax asset and liability. Valuation allowances are established when necessary to reduce deferred tax assets where it is more likely than not that the deferred tax assets will not be realized. In evaluating the Company’s ability to recover deferred tax assets, the Company considers all available positive and negative evidence, including historical operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. Based on the level of historical losses, the Company has established a valuation allowance to reduce its net deferred tax assets to the amount that is more likely than not to be realized.
A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination by the taxing authorities, including resolutions of any related appeals or litigation processes, based on the technical merits of the position.
Net Loss per Share Attributable to Common Stockholders
Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The Company considers all series of its redeemable convertible preferred stock to be participating securities. The Company also considers any shares issued on the early exercise of stock options subject to repurchase to be participating securities because holders of such shares have nonforfeitable dividend rights in the event a dividend is paid on common stock. Under the two-class method, net income is attributed to common stockholders and participating securities based on their participation rights. The holders of the redeemable convertible preferred stock, as well as the holders of early exercised shares subject to repurchase, do not have a contractual obligation to share in the losses of the Company. As such, the Company’s net losses for the years ended January 31, 2022, 2021, and 2020 were not allocated to these participating securities.

Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, less shares subject to repurchase. Diluted net loss per share attributable to common stockholders adjusts basic net loss per share for the effect of dilutive securities, including stock options.
Net loss amount is computed by adding deemed dividends and cumulative dividends on redeemable convertible preferred stock, to net loss. As such, the amount of the loss is increased by those instruments. When computing dilutive net loss, the numerator is also adjusted by changes in fair value attributable to dilutive warrants and gains attributable to Earnout Shares issued. As a result, some of the liability classified Company’s common stock warrants and Earnout Shares issued were dilutive, even though the Company reported losses for all periods presented.
Accounting Pronouncements
Recently Adopted Accounting Standards
In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), and has since released various amendments including ASU No. 2019-04. The guidance modifies the measurement of expected credit losses on certain financial instruments. This guidance was effective for the Company, prior to losing its status as an emerging growth company, after December 15, 2022. Early adoption was permitted. Effective January 31, 2022, the Company is no longer an emerging growth company and adopted the amendments effective February 1, 2021. The adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated financial statements.
79
In October 2021, the FASB issued ASU No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”), which requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers. The guidance will be effective for annual reporting periods beginning after December 15, 2022, including interim periods therein. Early adoption is permitted, including in an interim period for which the financial statements have not been issued. If early adopting in an interim period, the Company is required to apply the amendments to all prior business combinations that have occurred since the beginning of the fiscal year that includes the interim period of application. As a result, the Company adopted ASU 2021-08 effective as of October 31, 2021, retroactively applying the new guidance for all business combinations that occurred since February 1, 2021. The adoption of ASU 2021-08 did not have a material impact on the Company’s consolidated financial statements.
In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”, which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as the elimination of exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, the recognition of deferred tax liabilities for outside basis differences, ownership changes in investments, and tax basis step-up in goodwill obtained in a transaction that is not a business combination. This guidance was effective for the Company, prior to losing its status as an emerging growth company, after December 15, 2021. Early adoption is permitted. Effective January 31, 2022, the Company is no longer an emerging growth company and adopted the amendments effective February 1, 2021. The adoption of ASU 2019-12 did not have a material impact on the Company’s consolidated financial statements.
Recently Issued Accounting Standards Not Yet Adopted
In August 2020, the FASB issued ASU 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40),” which modifies and simplifies accounting for convertible instruments. The new guidance eliminates certain separation models that require separating embedded conversion features from convertible instruments. The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation. The guidance will be effective for fiscal years beginning after December 15, 2021. Early adoption is permitted, but no earlier than for fiscal years beginning after December 15, 2020. The Company is currently assessing the impact of this guidance on its consolidated financial statements and disclosures.
In November 2021, the FASB issued ASU No. 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance,” which requires entities to disclose annually its transactions with a government accounted for by applying a grant or contribution accounting model by analogy. The disclosure requirement includes information about the nature of the transactions and the related accounting policy used to account for the transactions, the line items on the balance sheet and income statement that are affected by the transactions, and the amounts applicable to each financial statement line, and significant terms and conditions of the transactions, including commitments and contingencies. The guidance will be effective for annual reporting periods beginning after December 15, 2021. Early application is permitted. The Company does not expect the adoption of the guidance to have a material impact on its consolidated financial statements and disclosures.
3.    Fair Value Measurements
The Company’s assets and liabilities that were measured at fair value on a recurring basis were as follows:
Fair Value Measured as of January 31, 2022
Level 1Level 2Level 3Total
( in thousands)
Assets
Money market funds$254,716 $— $— $254,716 
Total financial assets$254,716 $— $— $254,716 
Liabilities
Common stock warrant liabilities (Private Placement)$— $— $25 $25 
Contingent earnout liability recognized upon acquisition of ViriCiti (ViriCiti Earnout)— — 5,993 5,993 
Total financial liabilities$— $— $6,018 $6,018 
80
Fair Value Measured as of January 31, 2021
Level 1Level 2Level 3Total
( in thousands)
Assets
Money market funds$109,703 $— $— $109,703 
Total financial assets$109,703 $— $— $109,703 
Liabilities
Redeemable convertible preferred stock warrant liability$— $— $75,843 $75,843 
Total financial liabilities$— $— $75,843 $75,843 
The money market funds were classified as cash and cash equivalents on the consolidated balance sheets and were within Level 1 of the fair value hierarchy. The aggregate fair value of the Company’s money market funds approximated amortized cost and, as such, there were no unrealized gains or losses on money market funds as of January 31, 2022 and 2021. Realized gains and losses, net of tax, were not material for any of the periods presented.
As of January 31, 2022 and 2021, the Company had no investments with a contractual maturity of greater than one year.
The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments:

Redeemable convertible preferred stock warrant liabilityPrivate placement warrant liabilityEarnout liabilityViriCiti Earnout liability
(in thousands)
Fair value as of January 31, 2019$(1,843)$— $— $— 
Change in fair value included in other income (expense), net(875)— — — 
Fair value as of January 31, 2020$(2,718)$— $— $— 
Change in fair value included in other income (expense), net(73,125)— — — 
Fair value as of January 31, 2021$(75,843)$— $— $— 
Private placement warrant liability acquired as part of the merger— (127,888)— — 
Contingent earnout liability recognized upon the closing of the reverse recapitalization
— — (828,180)— 
Contingent earnout liability recognized upon the acquisition of ViriCiti (“ViriCiti Earnout”)— — — (3,856)
Change in fair value9,237 63,746 84,420 (2,137)
Reclassification of warrants to stockholders’ equity (deficit) due to exercise— 64,117 — — 
Reclassification of Legacy ChargePoint preferred stock warrant liability upon the reverse capitalization66,606 — — — 
Issuance of earnout shares upon triggering events— — 501,120 — 
Reclassification of remaining contingent earnout liability upon triggering event
— — 242,640 — 
Fair value as of January 31, 2022$— $(25)$— $(5,993)
Redeemable Convertible Preferred Stock Warrant Liability, Private Placement Warrant Liability, and Earnout Liability
The fair values of the private placement warrant liability, redeemable convertible preferred stock warrant liability and earnout liability are based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. The significant unobservable inputs used in the fair value measurements of the private placement warrant liability, the redeemable convertible preferred stock warrant liability and the earnout liability include the expected volatility and dividend yield. In determining the fair value of the private placement warrant liability, the Company used the Binomial Lattice Model (“BLM”) that assumes optimal exercise of the Company's redemption option at the earliest possible date. In determining the fair value of the redeemable convertible preferred stock warrant liability, the Company used the Black-Scholes Option Pricing Model (“Black-Scholes”) to estimate the fair value using unobservable inputs including the expected term, expected volatility, risk-free interest rate and dividend yield. In determining the fair value of the earnout liability, the Company used the Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the Earnout Period using the most reliable information available. See Note 11, Stock Warrants and Earnout, for information on the valuations.
ViriCiti Earnout Liability
81
On August 11, 2021, the Company acquired all of the outstanding shares of ViriCiti Group B.V. (“ViriCiti”). The purchase price consideration included an earnout consideration contingent on meeting certain revenue targets through January 21, 2023. The fair value of ViriCiti Earnout liability is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. See Note 4, Reverse Capitalization and Business Combinations, for information on the valuation of ViriCiti Earnout liability.
During the quarter ended January 31, 2022 the Company revalued the ViriCiti Earnout liability based on updated revenue expectations for the earnout period through January 2023 and increased the ViriCiti Earnout liability by $2.1 million.
Non-Recurring Fair Value Measurements
The Company has certain assets, including goodwill and other intangible assets, which are measured at fair value on a non-recurring basis and are adjusted to fair value only if an impairment charge is recognized. The categorization of the framework used to measure fair value of the assets is considered to be within the Level 3 valuation hierarchy due to the subjective nature of the unobservable inputs used.
Disclosure of Fair Values
The Company has financial instruments that are not re-measured at fair value including accounts receivable, accounts payable, and accrued and other current liabilities. The carrying values of these financial instruments approximate their fair values.
4.    Reverse Capitalization and Business Combinations
Reverse Recapitalization
On February 26, 2021, Lightning Merger Sub, a wholly-owned subsidiary of Switchback, merged with Legacy ChargePoint, with Legacy ChargePoint surviving as a wholly-owned subsidiary of Switchback. As a result of the Merger, Switchback was renamed ChargePoint Holdings, Inc. Immediately prior to the closing of the Merger:
•all 22,427,306 shares of Legacy ChargePoint’s outstanding Series H-1 redeemable convertible preferred stock were converted into an equivalent number of shares of Legacy ChargePoint common stock on a one-to-one basis and an additional 1,026,084 shares of Common Stock were issued to settle the accumulated dividend to the Series H-1 redeemable convertible preferred stockholders of $21.1 million;
•all 160,925,957 shares of Legacy ChargePoint’s outstanding Series H, Series G, Series F, Series E, and Series D redeemable convertible preferred stock were converted into an equivalent number of shares of Legacy ChargePoint common stock on a one-to-one basis;
•all 45,376 shares of Legacy ChargePoint’s outstanding Series C redeemable convertible preferred stock were converted into an equivalent number of shares of Legacy ChargePoint common stock on a 1:73.4403 basis;
•all 130,590 shares of Legacy ChargePoint’s outstanding Series B redeemable convertible preferred stock were converted into an equivalent number of shares of Legacy ChargePoint common stock on a 1:42.9220 basis; and
•all 29,126 shares of Legacy ChargePoint’s outstanding Series A redeemable convertible preferred stock were converted into an equivalent number of shares of Legacy ChargePoint common stock on a 1:48.2529 basis.
At the Merger, eligible ChargePoint equity holders received or had the right to receive shares of Common Stock at a deemed value of $10.00 per share after giving effect to the exchange ratio of 0.9966 as defined in the Merger Agreement (“Exchange Ratio”). Accordingly, immediately following the consummation of the Merger, Legacy ChargePoint common stock exchanged into 217,021,368 shares of Common Stock, 68,896,516 shares were reserved for the issuance of Common Stock upon the potential future exercise of Legacy ChargePoint stock options and warrants that were exchanged into ChargePoint stock options and warrants, and 27,000,000 shares of Common Stock were reserved for the potential future issuance of the earnout shares.
In connection with the execution of the Merger Agreement, Switchback entered into separate subscription agreements (each a “Subscription Agreement”) with a number of investors (each a “New PIPE Investor”), pursuant to which the New PIPE Investors agreed to purchase, and Switchback agreed to sell to the New PIPE Investors, an aggregate of 22,500,000 shares of Common Stock (“PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $225.0 million, in a private placement pursuant to the subscription agreements (“PIPE Financing”). The PIPE Financing closed simultaneously with the consummation of the Merger.
Pursuant to the terms of a letter agreement the initial Switchback stockholders entered into in connection with the execution of the Merger Agreement (“Founders Stock Letter”), the initial stockholders surrendered 984,706 of Switchback Class B common stock shares purchased by NGP Switchback, LLC, a Delaware limited liability company (“Sponsor”) prior to the Switchback Public Offering
82
on May 16, 2019 (“Founder Shares”) for no consideration, whereupon such Founder Shares were immediately cancelled. Additionally, 900,000 Founder Shares, which were previously subjected to potential forfeiture until the closing volume weighted average price per share of the Company’s Common Stock achieved $12.00 for any ten trading days within any twenty consecutive trading day period during the five-year period following the Closing (“Founder Earn Back Triggering Event” and such Founder Shares the “Founder Earn Back Shares”), met the Founder Earn Back Triggering Event on March 12, 2021.
At the Closing, the Sponsor exercised its right to convert a portion of the working capital loans made by the Sponsor to Switchback into an additional 1,000,000 Private Placement Warrants at a price of $1.50 per warrant in satisfaction of $1.5 million principal amount of such loans.
The number of shares of Common Stock issued immediately following the consummation of the Merger was as follows:
Shares
Common stock of Switchback, outstanding prior to Merger39,264,704 
Less redemption of Switchback shares(33,009)
Less surrender of Switchback Founder Shares(984,706)
Common stock of Switchback38,246,989 
Shares issued in PIPE22,500,000 
Merger and PIPE financing shares (1)60,746,989 
Legacy ChargePoint shares (2)217,021,368 
Total shares of common stock immediately after Merger277,768,357 
_______________
(1) This includes 900,000 contingently forfeitable Founder Earn Back Shares pending the occurrence of the Founder Earn Back Triggering Event, which was met on March 12, 2021
(2) The number of Legacy ChargePoint shares was determined by converting the 217,761,738 shares of Legacy ChargePoint common stock outstanding immediately prior to the closing of the Merger using the Exchange Ratio of 0.9966. All fractional shares were rounded down.
The Merger is accounted for as a reverse recapitalization under U.S. GAAP. This determination is primarily based on Legacy ChargePoint stockholders comprising a relative majority of the voting power of ChargePoint and having the ability to nominate the members of the Board of Directors, Legacy ChargePoint’s operations prior to the acquisition comprising the only ongoing operations of ChargePoint, and Legacy ChargePoint’s senior management comprising a majority of the senior management of ChargePoint. Under this method of accounting, Switchback is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of ChargePoint represent a continuation of the financial statements of Legacy ChargePoint with the Merger being treated as the equivalent of ChargePoint issuing stock for the net assets of Switchback, accompanied by a recapitalization. The net assets of Switchback are stated at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the Merger are presented as those of ChargePoint. All periods prior to the Merger have been retrospectively adjusted using the Exchange Ratio for the equivalent number of shares outstanding immediately after the Merger to effect the reverse recapitalization. Additionally, upon the consummation of the Merger, the Company gave effect to the issuance of 60,746,989 shares of Common Stock for the previously issued Switchback common stock and PIPE Shares that were outstanding at the Closing Date.
In connection with the Merger, the Company raised $511.6 million of proceeds including the contribution of $286.6 million of cash held in Switchback’s trust account from its initial public offering, net of redemptions of Switchback public stockholders of $0.3 million, and $225.0 million of cash in connection with the PIPE financing. The Company incurred $36.5 million of transaction costs, consisting of banking, legal, and other professional fees, of which $29.5 million was recorded as a reduction to additional paid-in capital of proceeds and the remaining $7.0 million was expensed in the consolidated statements of operations.
Acquisition of ViriCiti
On August 11, 2021, the Company acquired all of the outstanding shares of ViriCiti for $79.4 million in cash, subject to adjustments, as well as up to $7.7 million of additional earnout consideration contingent on meeting certain revenue targets through January 31, 2023 (“ViriCiti Earnout”). ViriCiti is a Netherlands-based provider of electrification solutions for eBus and commercial fleets with offices in the Netherlands and the United States. The acquisition is expected to enhance ChargePoint’s fleet solutions portfolio of hardware, software and services by integrating information sources to optimize electric fleet operations.
The acquisition of ViriCiti was considered a business combination and was accounted for under the acquisition method of accounting. The total purchase price was allocated to the net tangible and intangible assets acquired and liabilities assumed based on their respective fair values on the acquisition date and the excess was recorded as goodwill. The ViriCiti Earnout liability was valued using a Monte Carlo simulation valuation model using a distribution of potential outcomes over the earnout period based on the most reliable information available. The liability is remeasured to fair value based upon the attainment against the revenue targets and changes in the fair value of earnout liabilities is presented in the consolidated statements of operations using Level 3 fair value inputs.
The Level 3 fair value inputs used in the valuation of ViriCiti Earnout liability were as follows:
83
January 31, 2022August 11, 2021
(ViriCiti Acquisition Date)
Expected volatility35.3 %34.2 %
Risk-free interest rate0.8 %0.8 %
Expected term (years)1.131.60
The Company incurred acquisition-related expenses of $2.3 million, which were recorded as general and administrative expenses in the consolidated statement of operations.
The following table summarized the purchase consideration (in thousands):
Amount
Cash consideration$79,415 
ViriCiti Earnout consideration (1)3,908 
Total purchase consideration$83,323 
_______________
(1) Values are translated into U.S. Dollars at period-end foreign exchange rates. Changes in the fair value of contingent earnout liability is presented in Note 3, Fair Value Measurements.
The assets acquired and liabilities assumed in connection with the acquisition were recorded at their fair value at the acquisition date as follows (in thousands):
Amount
Cash and cash equivalents$623 
Accounts receivable, net1,248 
Other assets3,215 
Customer relationships17,683 
Developed technology6,558 
Goodwill62,839 
Deferred tax liabilities, net(3,514)
Other liabilities(5,329)
Total acquired assets and assumed liabilities$83,323 
The results of operations of ViriCiti are included in the accompanying consolidated statements of operations from the date of acquisition. ViriCiti’s results of operations since the date of acquisition were not material to the Company’s consolidated results of operations.
Acquisition of has•to•be gmbh
On October 6, 2021, the Company acquired all of the outstanding shares of has•to•be gmbh (“HTB”) for approximately $235.0 million, consisting of $132.9 million in cash and $102.1 million in the form of 5,695,176 shares of ChargePoint Common Stock valued at $17.92 per share on the acquisition date. Of the cash component $2.8 million were paid on February 3, 2022 as part of a working capital adjustment and 885,692 shares, valued at $15.9 million, are held in escrow to cover indemnity claims the Company may make within eighteen months from the closing date. HTB is an Austria-based e-mobility provider with a European charging software platform. The acquisition is intended to expand the Company’s market share in Europe.
The acquisition of HTB was considered a business combination and was accounted for under the acquisition method of accounting. The total purchase price was allocated to the net tangible and intangible assets acquired and liabilities assumed based on their respective fair values on the acquisition date, and the excess was recorded as goodwill. At the acquisition date, the allocation of the purchase price consideration was incomplete as the Company continued to review the detailed valuation analyses to derive the fair value of assets acquired and liabilities assumed from the acquisitions, including developed technology, customer relationships, and the related tax impacts. Therefore, the acquisition date purchase price allocations previously disclosed were based on provisional estimates and subject to continuing management analysis. As of January 31, 2022, the Company completed its review of the detailed valuation analysis and measurement period adjustments were recognized in the fourth quarter of the current year.
The Company incurred acquisition-related expenses of $2.7 million, which were recorded as general and administrative expenses in the consolidated statement of operations.
84
The following table summarized the purchase consideration (in thousands):
Amount
Cash consideration$132,947 
Common Stock consideration102,057 
Total purchase consideration$235,004 
The assets acquired and liabilities assumed in connection with the acquisition were recorded at their fair value at the acquisition date as follows (in thousands):

Amount
Cash and cash equivalents$3,663 
Accounts receivable, net3,764 
Other assets4,259 
Customer relationships78,726 
Technology12,712 
Goodwill158,997 
Other liabilities(8,762)
Deferred tax liability, net(18,355)
Total acquired assets and assumed liabilities$235,004 

Supplemental Pro Forma Information
The following unaudited pro forma financial information summarizes the combined results of operations for the Company and HTB as if the companies were combined as of February 1, 2020 (in thousands):
Year Ended
 January 31,
20222021
Revenue$249,063 $152,930 
Net Loss$(138,047)$(212,354)
The unaudited pro forma information above include the following adjustments to net loss in the pro forma periods presented (in thousands):
Twelve Months Ended
 January 31,
20222021
An (increase) in amortization expense$(6,876)$(9,845)
An (increase) decrease in expenses related to transaction2,669 (2,669)
An (increase) decrease in tax provision1,719 2,461 
Overall (increase) decrease in net loss(2,488)(10,053)
ChargePoint net loss(132,241)(197,024)
HTB net loss(3,318)(5,278)
Pro forma net loss$(138,047)$(212,355)
The unaudited supplemental pro forma information presented for HTB is for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisitions taken place on the date indicated, or of the Company’s future consolidated results of operations. The supplemental pro forma information presented above has been derived from the Company’s historical consolidated financial statements and from the historical unaudited accounting records of HTB.
Pro forma results of operations for ViriCiti have not been presented because the effect of the acquisition was not material to the consolidated statements of operations.
85
Goodwill and Intangible Assets
The following table summarizes the changes in carrying amounts of goodwill (in thousands):
Balance as of January 31, 2021$1,215 
Goodwill acquired with ViriCiti acquisition62,839 
Goodwill acquired with HTB acquisition158,997 
Foreign exchange fluctuations(4,567)
Balance as of January 31, 2022$218,484 
Goodwill from these acquisitions represents the future economic benefits arising from other assets that could not be individually identified and separately recognized, such as the acquired assembled workforce. Goodwill is not deductible for tax purposes.
The following table presents the details of intangible assets (amounts in thousands, useful lives in years):
January 31, 2022
Cost (1)Accumulated Amortization (1)Net (1)Useful Life
ViriCiti
Customer relationships$17,683 $(832)$16,851 10
Developed technology6,558 (514)6,044 6
HTB
Customer relationships75,382 (2,391)72,991 10
Developed technology12,173 (850)11,323 6
$111,796 $(4,587)$107,209 
_______________
(1) Values are translated into U.S. Dollars at period-end foreign exchange rates.
The fair value assigned to customer relationships was determined using the income approach, specifically using the multi-period excess earnings method (“MPEEM”), and the fair value assigned to developed technology was determined using relief from royalty rate (“RFR”) method, based on analysis of royalty rate licensing data of market participants.
The customer relationship intangible asset was valued using the MPEEM method. The significant assumptions used include the estimated annual net cash flows (including appropriate revenue, cost of revenue and operating expenses attributable to the asset, retention rate, applicable tax rate, and contributory asset charges, among other factors), the discount rate, reflecting the risks inherent in the future cash flow stream, an assessment of the asset’s life cycle, and the tax amortization benefit, among other factors.
The developed technology intangible asset was valued using the RFR method. The significant assumptions used include the estimated annual net cash flows (including appropriate revenue, cost of revenue and operating expenses attributable the asset, applicable tax rate, royalty rate, gross royalty charges and other factors such as technology related obsolescence rate), the discount rate, reflecting the risks inherent in the future cash flow stream, and the tax amortization benefit, among other factors.
Amortization expense for customer relationships and developed technology is shown as sales and marketing and cost of revenue, respectively, in the consolidated statement of operations. The acquired intangible assets and goodwill are subject to impairment review at least annually on December 31st. Based on the annual impairment analysis completed during the last quarter of the fiscal year ended January 31, 2022, the Company determined that there was no impairment of acquired intangible assets and goodwill.
Acquisition-related intangible assets included in the above table are finite-lived and are carried at cost less accumulated amortization. Intangible assets are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized. Amortization expense was $4.6 million for the year ended January 31, 2022. There was no amortization expense for the year ended January 31, 2021.
The Company recorded net deferred tax liabilities of $3.5 million and $18.4 million associated with the acquisitions of ViriCiti and HTB, respectively. Deferred tax assets and liabilities are netted and presented in the consolidated balance sheets.
5.    Balance Sheet Components
Inventories
Inventories consisted of the following:
January 31,
86
20222021
(in thousands)
Raw materials$9,712 $13,029 
Work-in-progress— 68 
Finished goods26,167 20,495 
Total Inventories$35,879 $33,592 
Prepaid expense and other current assets
Prepaid expense and other current assets consisted of the following:
January 31,
20222021
(in thousands)
Prepaid expense$16,951 $3,986 
Other current assets19,652 8,088 
Total Prepaid Expense and Other Current Assets$36,603 $12,074 
Property and equipment, net
Property and equipment, net consisted of the following:
January 31,
20222021
(in thousands)
Furniture and fixtures$903 $1,594 
Computers and software6,147 5,384 
Machinery and equipment16,193 10,605 
Tooling10,572 7,705 
Leasehold improvements10,549 9,398 
Owned and operated systems22,546 17,703 
Construction in progress2,720 2,462 
69,630 54,851 
Less: Accumulated depreciation(35,037)(24,863)
Total Property and Equipment, Net$34,593 $29,988 
Depreciation expense for the years ended January 31, 2022, 2021, and 2020 was $11.8 million, $10.1 million, and $7.1 million, respectively.
Accrued and other current liabilities
Accrued and other current liabilities consisted of the following:
January 31,
20222021
(in thousands)
Accrued expenses$31,865 $18,404 
Refundable customer deposits9,409 6,482 
Payroll and related expenses16,131 7,547 
Taxes payable8,955 5,213 
Other current liabilities17,968 9,516 
Total Accrued and Other Current Liabilities$84,328 $47,162 
6.    Leases
The Company leases its office facilities under non-cancellable operating leases with various lease terms. The Company also leases certain office equipment under operating lease agreements. As of January 31, 2022, non-cancellable leases expire on various dates between fiscal years 2023 and 2030.
87
Generally, the Company's non-cancellable leases include renewal options to extend the lease term from one to five years. The Company has not included any renewal options in its lease terms as these options are not reasonably certain of being exercised. The lease agreements do not contain any material residual value guarantees or material restrictive covenants.
As of January 31, 2022 and 2021, lease balances were as follows:
January 31,
20222021
(in thousands)
Operating leases
Operating lease right-of-use assets$25,535 $21,817 
Operating lease liabilities, current3,876 2,286 
Operating lease liabilities, noncurrent25,370 22,459 
Total operating lease liabilities$29,246 $24,745 
The Company recognizes operating lease costs on a straight-line basis over the lease period. Lease expense for the years ended January 31, 2022, 2021, and 2020 was $6.1 million, $5.1 million, and $4.5 million, respectively. Operating lease costs for short-term leases and variable lease costs were not material during the years ended January 31, 2022, 2021 and 2020.
Future payments of operating lease liabilities under the Company’s non-cancellable operating leases as of January 31, 2022 were as follows:
(in thousands)
Years Ending January 31,
2023$6,719 
20246,177 
20255,779 
20264,775 
20274,589 
Thereafter10,347 
Total undiscounted operating lease payments$38,386 
Less: imputed interest(9,140)
Total operating lease liabilities$29,246 
Other supplemental information as of January 31, 2022 and 2021 was as follows:
January 31,
20222021
Lease Term and Discount Rate
Weighted-average remaining operating lease term (years)6.57.5
Weighted-average operating lease discount rate7.3 %7.9 %
Other supplemental cash flow information for the years ended January 31, 2022, 2021 and 2020 was as follows:
Year ended January 31,
202220212020
(in thousands)
Supplemental Cash Flow Information
Cash paid for amounts in the measurement of operating lease liabilities$5,164 $4,226 $4,527 
As of January 31, 2022, the Company has no additional operating leases that have not yet commenced and as such, have not yet been recognized on the Company’s Consolidated Balance Sheet.
88
7.    Debt
In July 2018, the Company entered into a term loan facility with certain lenders (the “2018 Loan”) with a borrowing capacity of $45.0 million to finance working capital and repay all outstanding amounts owed under previous loans. The Company borrowed $35.0 million, with issuance costs of $1.1 million and net proceeds of $33.9 million. The 2018 Loan is secured by substantially all of the Company’s assets, contains customary affirmative and negative covenants, and requires the Company to maintain minimum cash balances and attain certain customer billing targets. The 2018 Loan has a five-year maturity and interest is calculated at LIBOR plus 6.55%. The 2018 Loan agreement was amended on March 20, 2019 to extend the interest only monthly payments through June 30, 2021 to be followed by equal monthly payments of principal and interest. As of January 31, 2021 the Company was in compliance with all financial and non-financial debt covenants.
Transaction costs upon entering into the 2018 Loan were recorded as debt discount and are amortized over the term of the 2018 Loan.
Total interest expense incurred during the years ended January 31, 2022, 2021, and 2020 was $1.5 million, $3.3 million, and $3.5 million, respectively. There was no accrued interest as of January 31, 2022 and 2021.
In March 2021, the Company repaid the entire loan balance of $35.0 million, accrued interest and prepayment fees of $1.2 million.
8.    Commitments and Contingencies
Purchase Commitments
Open purchase commitments are for the purchase of goods and services related to, but not limited to, manufacturing, facilities, and professional services under non-cancellable contracts. They were not recorded as liabilities on the consolidated balance sheets as of January 31, 2022 and 2021 as the Company had not yet received the related goods or services. The Company had open purchase commitments for goods and services of $167.0 million as of January 31, 2022. All of them are expected to be received by January 31, 2024.
Legal Proceedings
The Company may be involved in various lawsuits, claims, and proceedings, including intellectual property, commercial, securities, and employment matters that arise in the normal course of business. The Company accrues a liability when management believes information available prior to the issuance of the consolidated financial statements indicates it is probable a loss has been incurred as of the date of the consolidated financial statements and the amount of loss can be reasonably estimated. The Company adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. Legal costs are expensed as incurred.
The Company believes it has recorded adequate provisions for any such lawsuits, claims, and proceedings and, as of January 31, 2022, it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized in the consolidated financial statements. Based on its experience, the Company believes that damage amounts claimed in these matters are not meaningful indicators of potential liability. Given the inherent uncertainties of litigation, the ultimate outcome of the ongoing matters described herein cannot be predicted with certainty. While litigation is inherently unpredictable, the Company believes it has valid defenses with respect to the legal matters pending against it. Nevertheless, the consolidated financial statements could be materially adversely affected in a particular period by the resolution of one or more of these contingencies. Liabilities established to provide for contingencies are adjusted as further information develops, circumstances change, or contingencies are resolved; and such changes are recorded in the accompanying consolidated statements of operations during the period of the change and reflected in accrued and other current liabilities on the accompanying consolidated balance sheets.
Guarantees and Indemnifications
The Company has service level commitments to its customers warranting certain levels of uptime reliability and performance and permitting those customers to receive credits in the event that the Company fails to meet those levels. To date, the Company has not incurred any material costs as a result of such commitments.
The Company’s arrangements generally include certain provisions for indemnifying customers against liabilities if its products or services infringe a third-party’s intellectual property rights. Additionally, the Company may be required to indemnify for claims caused by its negligence or willful misconduct. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. To date, the Company has not incurred any material costs as a result of such obligations and has not accrued any liabilities related to such obligations in the consolidated financial statements.
89
The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines, and settlement amounts incurred by them in any action or proceeding to which any of them are, or are threatened to be, made a party by reason of their service as a director or officer. The Company maintains director and officer insurance coverage that would generally enable it to recover a portion of any future amounts paid. The Company also may be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions.
Letters of Credit
The Company had $0.4 million of secured letters of credit outstanding as of January 31, 2022 and 2021. These primarily relate to support of customer agreements and are fully collateralized by cash deposits which the Company recorded in restricted cash on its consolidated balance sheets based on the term of the remaining restriction.
9.    Redeemable Convertible Preferred Stock
In fiscal year 2022, upon the closing of the Merger on February 26, 2021, all outstanding redeemable convertible preferred stock were converted into shares of Legacy ChargePoint common stock pursuant to the conversion rate effective immediately prior to the Merger (see Note 4, Reverse Capitalization and Business Combinations).
In fiscal year 2021, Legacy ChargePoint issued 22.4 million shares of Series H-1 redeemable convertible preferred stock and 22.4 million common stock warrants for total cash proceeds of $127.0 million, net of issuance costs of $0.2 million. On issuance, Legacy ChargePoint’s redeemable convertible preferred stock and common stock warrants were recorded at fair value of the amount of allocated proceeds, net of issuance costs. Legacy ChargePoint performed a valuation of the Series H-1 redeemable convertible preferred stock as well as the common stock warrants. The common stock warrants were valued using the Black-Scholes option pricing model. Based upon that valuation, Legacy ChargePoint allocated the net proceeds between the Series H-1 redeemable convertible preferred stock and common stock warrants of $95.5 million and $31.5 million, respectively, based on their relative fair values. In addition, the Company evaluated the conversion feature of the Series H-1 redeemable convertible preferred stock to assess whether it met the definition of a beneficial conversion feature (“BCF”). As the fair value of a share of common stock exceeded the effective conversion price at the issuance date, the Series H-1 redeemable convertible preferred stock contained a BCF. The intrinsic value of $60.4 million was recorded as a discount to the Series H-1 redeemable convertible preferred stock and a credit to additional paid-in capital. As a result of the shares being readily convertible into shares of the Company’s common stock at the option of the holders, the full value of the BCF was immediately recorded as a deemed dividend through additional paid-in capital to reflect the accretion of the discount resulting from the at-issuance BCF embedded within the redeemable convertible preferred stock.
In fiscal year 2020, Legacy ChargePoint issued 2.6 million shares of Series H redeemable convertible preferred stock and 0.9 million common stock warrants for total cash proceeds of $14.9 million, net of issuance costs of $0.1 million. Of the total proceeds, $14.8 million, net of $0.1 million of issuance costs, was allocated to the Series H redeemable convertible preferred stock, based on the estimated fair value of the redeemable convertible preferred stock relative to the estimated fair value of the common stock warrants.

90
As of January 31, 2022, the Company does not have any redeemable convertible preferred stock outstanding. Redeemable convertible preferred stock as of January 31, 2021 and 2020 consisted of the following (in thousands, except for number of shares):

January 31, 2021
SharesLiquidation
Preference		Carrying
Value
AuthorizedOutstanding
Series A29,027 29,027 $3,746 $3,697 
Series B132,831 130,146 13,993 13,947 
Series C45,222 45,222 13,068 13,039 
Series D45,744,194 44,307,263 54,946 49,469 
Series E22,578,525 21,772,150 54,000 26,795 
Series F23,611,372 23,611,372 59,000 58,624 
Series G28,533,636 28,533,636 125,000 124,745 
Series H42,154,388 42,154,388 240,000 229,925 
Series H-1 (for liquidation preference including unpaid accumulated dividends)
22,351,053 22,351,053 146,594 95,456 
185,180,248 182,934,257 $710,347 $615,697 

January 31, 2020
SharesLiquidation
Preference		Carrying
Value
AuthorizedOutstanding
Series A29,027 29,027 $3,746 $3,697 
Series B132,831 130,146 13,993 13,947 
Series C45,222 45,222 13,068 13,039 
Series D45,744,194 44,307,262 54,946 49,469 
Series E22,578,525 21,772,150 54,000 26,795 
Series F23,611,372 23,611,372 59,000 58,624 
Series G28,533,636 28,533,636 125,000 124,745 
Series H42,154,388 42,154,388 240,000 229,925 
162,829,195 160,583,203 $563,753 $520,241 
The significant features of the Legacy ChargePoint’s redeemable convertible preferred stock were as follows:
Dividend provisions — The holders of the outstanding shares of Series A, Series B, Series C, Series D, Series E, Series F, Series G, and Series H redeemable convertible preferred stock are entitled to receive, when and if declared by Legacy ChargePoint’s board of directors, a noncumulative dividend at the annual rate per share of $10.3251, $8.5792, $23.1286, $0.0992, $0.0992, $0.1999, $0.3505, and $0.4554, respectively, per annum, adjustable for certain events, such as stock splits and combinations. The holders of the outstanding shares of Series H-1 redeemable convertible preferred stock are entitled to receive a cumulative dividend accrued at the annual rate of $0.4539 per share, accruing on a daily basis through the second anniversary of the issuance of the Series H-1 redeemable convertible preferred stock. In addition, holders of redeemable convertible preferred stock participate in any distribution in excess of preferred dividends on an as converted basis. The Company has declared no dividends as of January 31, 2022 and 2021. As of January 31, 2022 and 2021, total unpaid accumulated dividends due to the Series H-1 redeemable convertible preferred stockholders were zero and $16.8 million, respectively. Upon the closing of the Merger on February 26, 2021, 1,026,084 shares of Common Stock were issued to settle the accumulated dividend to the Series H-1 redeemable convertible preferred stockholders (see Note 4, Reverse Capitalization and Business Combinations).
Liquidation preference — In the event of any liquidation, dissolution, winding up or change of control of the Company, whether voluntary or involuntary, the holders of Series H-1 redeemable convertible preferred stock shall be entitled to receive on a pari passu basis, and prior and in preference to any distribution of any of the assets, the amount of $5.6934 per share for each share of Series H-1 redeemable convertible preferred stock then held, as applicable, adjusted for any stock dividends, combinations, splits, or recapitalization, plus all declared but unpaid dividends.
After payments to the holders of Series H-1 redeemable convertible preferred stock, the holders of Series H redeemable convertible preferred stock shall be entitled to receive on a pari passu basis, and prior and in preference to any distribution of any of the assets, the amount of $5.6934 per share for each share of Series H redeemable convertible preferred stock then held, as applicable, adjusted for any stock dividends, combinations, splits, or recapitalization, plus all declared but unpaid dividends.
After payments to the holders of Series H redeemable convertible preferred stock, holders of Series G redeemable convertible preferred stock shall be entitled to receive on a pari passu basis, and prior and in preference to any distribution of any of the assets, the
91
amount of $4.3808 per share for each share of Series G redeemable convertible preferred stock then held, as applicable, adjusted for any stock dividends, combinations, splits, or recapitalization, plus all declared but unpaid dividends.
After payments to the holders of Series G redeemable convertible preferred stock, holders of Series F redeemable convertible preferred stock shall be entitled to receive on a pari passu basis, and prior and in preference to any distribution of any of the assets, the amount of $2.4988 per share for each share of Series F redeemable convertible preferred stock then held, as applicable, adjusted for any stock dividends, combinations, splits, or recapitalization, plus all declared but unpaid dividends.
After payments to the holders of Series F redeemable convertible preferred stock, holders of Series E redeemable convertible preferred stock shall be entitled to receive on a pari passu basis, and prior and in preference to any distribution of any of the assets, the amount of $2.4802 per share for each share of Series E redeemable convertible preferred stock then held, as applicable, adjusted for any stock dividends, combinations, splits, or recapitalization, plus all declared but unpaid dividends.
After payments to the holders of Series E redeemable convertible preferred stock, holders of Series D redeemable convertible preferred stock shall be entitled to receive on a pari passu basis, and prior and in preference to any distribution of any of the assets, the amount of $1.2401 per share for each share of Series D redeemable convertible preferred stock then held, as applicable, adjusted for any stock dividends, combinations, splits, or recapitalization, plus all declared but unpaid dividends.
After payments to the holders of Series D redeemable convertible preferred stock, the holders of the Series C and Series B redeemable convertible preferred stock are entitled to receive the amount of $288.9825 and $107.5156 per share, respectively, for each share of Series C and Series B redeemable convertible preferred stock then held, as applicable, adjusted for any stock dividends, combinations, splits, or recapitalization, plus all declared but unpaid dividends.
After payments to the holders of Series C and Series B redeemable convertible preferred stock, the holders of the Series A redeemable convertible preferred stock are entitled to receive the amount of $129.0387 per share, respectively, for each share of Series A redeemable convertible preferred stock share then held, as applicable, adjusted for any stock dividends, combinations, splits, or recapitalization, plus all declared but unpaid dividends.
After payments to the holders of Series A redeemable convertible preferred stock, the entire remaining assets and surplus funds of the Company legally available for distribution, if any, shall be distributed pro rata among the holders of the then outstanding common stock and redeemable convertible preferred stock on an as-converted basis, rounded down to the next whole number of shares on a pari passu basis according to the number of shares of common stock held by such holders, until such time as each holder of then outstanding Series A, Series B, Series C, Series D, Series E, Series F, Series G, Series H, and Series H-1 redeemable convertible preferred stock have received an aggregate amount equal to 2, 4, 4, 4, 2.5, 4, 2, 2, and 2 times the preference amount, respectively, of each share of redeemable convertible preferred stock held by each holder. After these distributions have been paid to all holders of redeemable convertible preferred stock, then the holders of then outstanding common stock will be entitled to receive all remaining assets of the Company legally available for distribution pro rata according to the number of outstanding shares of common stock then held by each holder. The redeemable convertible preferred stock will be deemed to have been automatically converted into common stock if the redemption amount per share on an as-converted basis would be greater than such holder would otherwise be entitled to.
Conversion rights — Each share of Series A, Series B, Series C, Series D, Series E, Series F, Series G, Series H, and Series H-1 redeemable convertible preferred stock are convertible, at the option of the holder thereof, at any time after the date of issuance of such share, into such number of fully paid and non-assessable shares of common stock as is determined by dividing $91.7319, $81.5974, $139.6147, $1.2401, $1.2401, $2.4988, $4.3808, $5.6934, and $5.6934, respectively, by the conversion price of $1.9011, $1.9011, $1.9011, $1.2401, $1.2401, $2.4988, $4.3808, $5.6934, and $5.6934, respectively, in effect on the date the certificate is surrendered for conversion.
The holders of each series of redeemable convertible preferred stock shall benefit from certain anti-dilution adjustments in the event the Company issues shares at a per share price lower than the respective issuance price of each series of redeemable convertible preferred stock.
The redeemable convertible preferred stock will automatically convert into shares of common stock at the then effective conversion price for each such share immediately upon the Company’s sale of its common stock in a firm commitment of an underwritten initial public offering pursuant to a registration statement under the Securities Act of 1933, as amended, that has a public offering price of not less than $11.3867 per share, adjusted for any stock dividends, combinations, splits, or recapitalization, and which result in aggregate gross proceeds to the Company of not less than $100.0 million, net of underwriting discounts, commissions, and expenses.
Redemption and Balance Sheet Classification — While the redeemable convertible preferred stock does not have mandatory redemption provisions, the deemed liquidation preference provisions of the redeemable convertible preferred stock are considered contingent redemption provisions that are not solely within the Company’s control. These elements primarily relate to deemed liquidation events such as a change of control. Accordingly, the Company’s redeemable convertible preferred stock has been presented outside of permanent equity in the mezzanine section of the consolidated balance sheets.
92
Voting rights — The holders of each share of redeemable convertible preferred stock are entitled to the number of votes equal to the number of shares of common stock into which such shares of redeemable convertible preferred stock could be converted. The holder of each share of common stock shall have the right to one vote for each such share and shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Company. Holders of Series A, Series B, Series D, Series, F, and Series H redeemable convertible preferred stock have the right to appoint one, two, three, two, and two directors to the Company’s board of directors, respectively.
10.    Common Stock
On February 26, 2021, the Merger was consummated and the Company issued 60,746,989 shares for an aggregate purchase price of $200.5 million, net of issuance costs of $29.4 million. Immediately following the Merger, there were 277,768,357 shares of Common Stock outstanding with a par value of $0.0001.
The Company has retroactively adjusted the shares issued and outstanding prior to February 26, 2021, to give effect to the Exchange Ratio established in the Merger Agreement to determine the number of shares of Common Stock into which they were converted. Immediately prior to the Merger, 484,951,532 shares were authorized to issue at $0.0001 par value, with 299,771,284 shares designated as Common Stock and 185,180,248 shares of redeemable convertible preferred stock.
As of January 31, 2022 and 2021, the Company was authorized to issue 1,000,000,000 and 299,771,284 shares of common stock, respectively, with a par value of $0.0001 per share. There were 334,760,615 and 22,961,032 shares issued and outstanding as of January 31, 2022 and 2021, respectively.
The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. The holders of common stock are not entitled to cumulative voting rights with respect to the election of directors, and as a consequence, minority stockholders are not able to elect directors on the basis of their votes alone. Subject to preferences that may be applicable to any shares of redeemable convertible preferred stock currently outstanding or issued in the future, holders of common stock are entitled to receive ratably such dividends as may be declared by the Company’s board of directors out of funds legally available therefor. In the event of the Company’s liquidation, dissolution, or winding up, holders of the Company’s common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preference of any then outstanding redeemable convertible preferred stock. Holders of common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock.
Common Stock Reserved for Future Issuance
Shares of common stock reserved for future issuance on an as-if converted basis, were as follows:
January 31,
20222021
Conversion of redeemable convertible preferred stock— 193,037,715 
Stock options issued and outstanding22,200,869 30,167,178 
Restricted stock units outstanding4,033,418 — 
Redeemable convertible preferred stock warrants outstanding— 2,358,546 
Common stock warrants outstanding35,549,024 36,402,515 
Shares available for grant under 2017 Stock Option Plan— 4,528,391 
Shares available for grant under 2021 Equity Incentive Plan36,370,596 — 
Shares available for grant under 2021 ESPP8,177,683 — 
Total shares of common stock reserved106,331,590 266,494,345 
On February 26, 2021, upon the closing of the Merger as referenced in Note 4, Reverse Capitalization and Business Combinations, all of the outstanding redeemable convertible preferred stock was converted to Common Stock pursuant to the conversion ratio effective immediately prior to the Merger, and the remaining fair value was reclassified to additional paid-in capital.
93
11.    Stock Warrants and Earnout
Redeemable Convertible Preferred Stock Warrants
Warrants to purchase a total of 2,358,528 shares of Series B, D and E redeemable convertible preferred stock were initially recognized as a liability recorded at fair value upon issuance and were subject to remeasurement to fair value at each balance sheet date. As part of the Merger, Legacy ChargePoint redeemable convertible preferred stock was converted into Legacy ChargePoint common stock pursuant to the conversion rate effective immediately prior to the Merger while all related Legacy ChargePoint preferred stock warrants were converted into warrants exercisable for shares of Common Stock with terms consistent with the Legacy ChargePoint preferred stock warrants except for the number of shares exercisable therefor and the exercise price, each of which was adjusted using the Exchange Ratio. At that time, the redeemable convertible preferred stock warrant liability was remeasured and reclassified to additional paid-in capital.
The liability associated with these warrants was subject to remeasurement at each balance sheet date using the Level 3 fair value inputs. See Note 3, Fair Value Measurements, for further details.
The Level 3 fair value inputs used in the recurring valuation of the redeemable convertible preferred stock warrant liability were as follows:
February 26, 2021
(Merger Date)		January 31, 2021January 31, 2020
Expected volatility84.3 %80.5 %58.4 %
Risk-free interest rate0.0 %0.1 %1.6 %
Dividend rate0.0 %0.0 %0.0 %
Expected term (years)01.42.0
Common Stock Warrants
In addition to the warrants to purchase 2,358,528 shares of Legacy ChargePoint preferred stock described above, Legacy ChargePoint had outstanding warrants to purchase 36,402,503 shares of Legacy ChargePoint common stock (collectively, “Legacy Warrants”), which now represent warrants to purchase Common Stock. Immediately following the Merger, there were 38,761,031 Legacy Warrants outstanding which are classified as equity.
During the fiscal year ended January 31, 2022, 3,222,442 Legacy Warrants were net exercised resulting in the issuance of 2,906,689 shares of Common Stock. During the fiscal year ended January 31, 2022, proceeds received for the exercise of Legacy Warrants were $1.2 million. As of January 31, 2022, there were 35,538,589 Legacy Warrants outstanding which are classified as equity.
January 31, 2022
Outstanding WarrantsExpiration Date
Number of
Warrants
Exercise
Price
Common Stock21,727,177 
$1.25 - $6.03
3/4/2022 – 8/6/2030
Common Stock13,811,412 $9.04 
11/16/2028 – 2/14/2029
Total outstanding common stock warrants35,538,589 
February 26, 2021 (Merger Date)
Outstanding WarrantsExpiration Date
Number of
Warrants(1)
Exercise
Price
Common Stock24,709,575 
$1.00 - $6.03
3/4/2022 - 8/6/2030
Common Stock14,051,456 $9.04 
11/16/2028 – 2/14/2029
Total outstanding common stock warrants38,761,031 
______________
(1) The shares (and the warrants' exercise prices) subject to the Company's Legacy Warrants were restated to reflect the Exchange Ratio of approximately 0.9966 established in the Merger Agreement as discussed in Note 4.
94
January 31, 2021
Outstanding WarrantsExpiration Date
Number of
Warrants (1)
Exercise
Price
Common Stock22,351,053 $6.03 
3/4/2022 - 8/6/2030
Common Stock14,051,462 $9.04 
11/16/2028 - 2/14/2029
Total outstanding common stock warrants36,402,515 
_____________
(1) The shares (and the warrants' exercise prices) subject to the Company's Legacy Warrants were restated to reflect the Exchange Ratio of approximately 0.9966 established in the Merger Agreement as discussed in Note 4.
Private Placement Warrants
The Private Placement Warrants were initially recognized as a liability on February 26, 2021, at a fair value of $127.9 million and the Private Placement Warrant liability was remeasured to fair value as of any respective exercise dates and as of January 31, 2022. The Company recorded a gain of $63.7 million for the fiscal year ended January 31, 2022, classified within change in fair value of warrant liabilities in the consolidated statements of operations. As of January 31, 2022, there were 10,435 Private Placement Warrants outstanding.
The Private Placement Warrants were valued using the following assumptions under the BLM that assumes optimal exercise of the Company’s redemption option at the earliest possible date:
January 31,
2022		February 26, 2021 (Merger Date)
Market price of public stock$13.85 $30.83 
Exercise price$11.50 $11.50 
Expected term (years)4.15.0
Volatility70.5 %73.5 %
Risk-free interest rate1.0 %0.8 %
Dividend rate0.0 %0.0 %
Public Warrants
The Public Warrants became exercisable 30 days after the completion of the Merger. The Public Warrants were exercisable for a whole number of shares.
The Public Warrants were initially recognized as a liability on February 26, 2021 at a fair value of $153.7 million and the public warrant liability was remeasured to fair value based upon the market price as warrants were exercised. On June 4, 2021 the Company issued a redemption notice pursuant to which all but 244,481 Public Warrants were exercised by the Public Warrant holders. At the conclusion of the redemption notice period on July 6, 2021, the Company redeemed the remaining 244,481 Public Warrants outstanding for $0.01 per warrant. The Company recognized a loss of $15.9 million for the fiscal year ended January 31, 2022, classified within change in fair value of warrant liabilities in the consolidated statements of operations.
During the fiscal year ended January 31, 2022, proceeds received for the exercise of Public Warrants were $117.6 million. As of January 31, 2022, no Public Warrants remained outstanding.
95
Warrants Activity
Activity of warrants is set forth below:
Legacy Warrants (1)
Private Placement WarrantsPublic Warrants
Total
Common Stock Warrants (1)
Outstanding as of January 31, 202138,761,031 — — 38,761,031 
Common Stock Warrants as Part of the Merger
—6,521,56810,470,56216,992,130
Warrants Exercised(3,222,442)(6,511,133)(10,226,081)(19,959,656)
Warrants Redeemed——(244,481)(244,481)
Outstanding as of January 31, 202235,538,58910,435—35,549,024
_______________
(1) The shares (and the warrants' exercise prices) subject to the Company's Legacy Warrants were restated to reflect the Exchange Ratio of approximately 0.9966 established in the Merger Agreement as discussed in Note 4.

Contingent Earnout Liability
During the five year period starting at the closing of the Merger (“Earnout Period”), eligible former equity holders of Legacy ChargePoint were eligible to receive up to 27,000,000 additional shares of Common Stock (“Earnout Shares”) in three equal tranches if the Earnout Triggering Events (as described in the Merger Agreement) were fully satisfied. The three Earnout Triggering Events were the dates on which the closing volume weighted-average price (“VWAP”) per share of common stock quoted on the NYSE (or the exchange on which the shares of the Company’s Common Stock are then listed) is greater or equal to $15.00, $20.00 and $30.00, respectively, for any ten trading days within any 20 consecutive trading day period within the Earnout Period.
Upon the closing of the Merger, the contingent obligation to issue Earnout Shares was accounted for as a liability because the Earnout Triggering Events that determine the number of Earnout Shares required to be issued include events that are not solely indexed to the Common Stock of ChargePoint. The estimated fair value of the total Earnout Shares at the closing of the Merger on February 26, 2021, was $828.2 million based on a Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the Earnout Period using the most reliable information available. Assumptions used in the valuation are described below.
March 12,
2021		February 26,
2021
Current stock price$27.84 $30.83 
Expected volatility72.00 %71.60 %
Risk-free interest rate0.85 %0.75 %
Dividend rate0.00 %0.00 %
Expected term (years)4.965.00
The first two Earnout Triggering Events for up to 18,000,000 of the Earnout Shares occurred on March 12, 2021, and, after withholding some of these Earnout Shares to cover employee withholding tax obligations, 17,539,657 Earnout Shares were issued on March 19, 2021, and the estimated fair value of the earnout liability was remeasured to $743.7 million, including (i) $501.1 million related to the Earnout Shares issuable upon the occurrence of the Earnout Triggering Event associated with the $15.00 and $20.00 VWAP per share thresholds based on the Common Stock price as of March 12, 2021, and (ii) $242.6 million related to the estimated fair value of earnout liability related to the remaining 9,000,000 Earnout Shares issuable upon the occurrence of the Earnout Triggering Event associated with the $30.00 VWAP per share threshold based on a Monte Carlo simulation valuation model as of March 12, 2021, as described above. The change in fair value resulted in a gain of $84.4 million recognized in the consolidated statement of operations for the three months ended April 30, 2021. Upon settlement of the first two tranches, the classification of the remaining 9,000,000 Earnout Shares of the third tranche was changed to equity on March 12, 2021, because the Earnout Shares became an instrument contingently issuable upon the occurrence of the Earnout Triggering Event into a fixed number of Common Shares that is not based on an observable market price or index other than the Company’s own stock price.
The third and final Earnout Triggering Event for up to 9,000,000 of the Earnout Shares associated with the $30.00 VWAP per share threshold occurred on June 29, 2021, and, after the withholding of some of these Earnout Shares to cover employee withholding tax obligations, 8,773,596 Earnout Shares were issued on July 1, 2021. No further Earnout Shares remained contingently issuable as of January 31, 2022.
96
12.    Equity Plans and Stock-Based Compensation
The following sets forth the total stock-based compensation expense for employee equity plans included in the Company’s consolidated statements of operations:
Year Ended January 31,
202220212020
(in thousands)
Cost of revenue$3,782 $115 $39 
Research and development25,461 1,807 871 
Sales and marketing9,154 1,501 1,164 
General and administrative28,934 1,524 863 
Total stock-based compensation expense$67,331 $4,947 $2,937 
The following set forth the total stock-based compensation expense by award type is as follows:
Year Ended January 31,
202220212020
(in thousands)
Stock Options$20,705 $4,947 $2,937 
ESPP1,272 — — 
RSU45,354 — — 
Total stock-based compensation expense$67,331 $4,947 $2,937 

2021 Employee Stock Purchase Plan
On February 25, 2021, the stockholders of the Company approved the 2021 Employee Stock Purchase Plan (“2021 ESPP”). The 2021 ESPP permits participants to purchase shares of the Company’s Common Stock, up to the IRS allowable limit, through contributions (in the form of payroll deductions or otherwise to the extent permitted by the administrator) of up to 15% of their eligible compensation. The 2021 ESPP provides for consecutive, overlapping 24-month offering periods, subject to certain rollover and reset mechanisms as defined in the ESPP. Participants are permitted to purchase shares of the Company’s Common Stock at the end of each 6-month purchase period at 85% of the lower of the fair market value of the Company’s Common Stock on the first trading day of an offering period or on the last trading date of each purchase period. A participant may purchase a maximum of 10,000 shares of the Company’s Common Stock during a purchase period. Participants may end their participation at any time during an offering and will be refunded any accumulated contributions that have not yet been used to purchase shares. Participation ends automatically upon termination of employment with the Company. The initial offering period is from October 1, 2021 through September 9, 2023.
Further, on the first day of each March during the term of the 2021 ESPP, commencing on March 1, 2021 and ending on (and including) March 1, 2040, the aggregate number of shares of Common Stock that may be issued under the 2021 ESPP shall automatically increase by a number equal to the lesser of (i) one percent (1%) of the total number of shares of Common Stock issued and outstanding on the last day of the preceding month, (ii) 5,400,000 shares (subject to standard anti-dilution adjustments), or (iii) a number of shares determined by the Company’s Board of Directors. As of January 31, 2022, 8,177,683 shares of Common Stock were available under the 2021 ESPP.
As of January 31, 2022, unrecognized stock-based compensation expense for ESPP was $6.1 million and is expected to be recognized over the weighted average period of 1.83 years.
2021 Equity Incentive Plan
On February 25, 2021, the stockholders of the Company approved the 2021 Equity Incentive Plan (“2021 EIP”). Under the 2021 EIP, the Company can grant stock options, stock appreciation rights, restricted stock, restricted stock units (“RSU”) and certain other awards which are settled in the form of shares of Common Stock issued under this 2021 EIP. On the first day of each March, beginning on March 1, 2021 and continuing through March 1, 2030, the 2021 EIP reserve will automatically increase by a number equal to the lesser of (a) 5% of the total number of shares actually issued and outstanding on the last day of the preceding month and (b) a number of shares determined by the Company’s Board of Directors. As of January 31, 2022, 36,370,596 shares of Common Stock were available under the 2021 EIP.
There were no options granted for the year ended January 31, 2022.
97
Restricted Stock Units
The 2021 EIP provides for the issuance of RSUs to employees and directors. A summary of activity of RSUs under the 2021 EIP at January 31, 2022 and changes during the periods then ended is presented in the following table:
 Number of SharesWeighted Average Grant Date Fair Value per Share
Outstanding as of January 31, 2021— $— 
RSU granted5,664,811 $26.57 
RSU vested(1,380,988)$27.36 
RSU forfeited(250,405)$27.05 
Outstanding as of January 31, 20224,033,418 $26.27 
The weighted-average grant date fair value of RSUs granted in the years ended January 31, 2022 was $26.57. The total grant date fair value of RSUs vested during the year ended January 31, 2022 was $37.8 million.
As of January 31, 2022, unrecognized stock-based compensation expense for RSU was $81.5 million and is expected to be recognized over a weighted-average period of 2.83 years.
2017 Plan and 2007 Plan
In fiscal year 2022, the Company terminated its 2017 Stock Option Plan (the “2017 Plan”) and 2007 Stock Option Plan (the “2007 Plan”). No further awards will be granted under the 2017 and 2007 Plans. As of January 31, 2022, 19,071,585 shares and 3,129,284 shares of Common Stock remain reserved for outstanding awards issued under the 2017 and 2007 Plans, respectively. Stock-based awards forfeited, cancelled or repurchased from the above plans generally are returned to the pool of shares of Common Stock available for issuance under the 2021 EIP Plan.
Stock Options Activity
A summary of option activity under the 2017 and 2007 Plans at January 31, 2022 and changes during the periods then ended is presented in the following table:
Number of
Stock Option
Awards		Weighted
Average
Exercise Price		Weighted
Average
Remaining Contractual term
(in years)		Aggregate
Intrinsic Value
(in thousands)
Outstanding as of January 31, 2021
30,166,792 $0.71 7.3$1,064,539 
Granted— $— 
Exercised(7,238,656)$0.62 
Cancelled(727,267)$2.39 
Outstanding as of January 31, 2022
22,200,869 $0.68 6.6$292,362 
Options vested and expected to vest as of January 31, 2022
21,801,260 $0.68 6.6$287,130 
Exercisable as of January 31, 2022
15,162,200 $0.65 6.0$200,088 
The options outstanding as of January 31, 2022, include the June 2020 grant of a stock option under the 2017 Plan to the Company’s Chief Executive Officer to purchase a total of 1,500,000 shares of Common Stock (“CEO Award”) originally subject to both service and performance-based vesting conditions. No stock-based compensation expense had been recorded prior to the Merger as the CEO Awards were improbable of vesting before and after two modifications in each of September 2020 and December 2020, because the performance-based vesting condition was contingent upon the closing of the Merger. Accordingly, the Company commenced recognition of stock-based compensation expense for the CEO Award following the Merger in February 2021 when the only remaining vesting condition was service-based. As of January 31, 2022 and 2021, the total unrecognized compensation expense related to the unvested portion of the CEO Award was $28.4 million and $44.3 million, respectively, which is expected to be recognized over a period of 2 years.
The weighted-average grant date fair value of options granted in the years ended January 31, 2022, 2021, and 2020 was zero, $0.94, and $0.31 per share, respectively. The total fair value of options vested during the years ended January 31, 2022, 2021, and 2020 was $3.4 million, $5.4 million, and $2.5 million, respectively.

98
As of January 31, 2022, unrecognized stock-based compensation expense for options was $32.4 million and is expected to be recognized over a weighted-average period of 1.63 years.
Determination of Fair Value
The Company records stock-based compensation based on the fair value of stock options and ESPP on grant date using the Black-Scholes option-pricing model.
The weighted-average assumptions in the Black-Scholes option-pricing models used to determine the fair value of stock options granted during the years ended January 31, 2021, and 2020 were as follows:
Year Ended January 31,
20212020
Expected volatility
49.1% - 51.6%
40.3% - 40.9%
Risk-free interest rate
0.3% - 1.6%
1.4% - 2.4%
Dividend rate0.0 %0.0 %
Expected term (in years)
5.6 - 5.8
5.0 - 5.9
Fair value of the underlying common stock: For the fiscal year ended January 31, 2021 and 2020, the absence of a public market for Legacy ChargePoint’s common stock required its board of directors to estimate the fair value of its common stock for purposes of granting options and for determining stock-based compensation expense by considering several objective and subjective factors, including contemporaneous third-party valuations, actual and forecasted operating and financial results, market conditions and performance of comparable publicly traded companies, developments and milestones in Legacy ChargePoint, the rights and preferences of common and redeemable convertible preferred stock, and transactions involving the Legacy ChargePoint’s stock. The fair value of the Legacy ChargePoint’s common stock was determined in accordance with applicable elements of the American Institute of Certified Public Accountants guide, Valuation of Privately Held Company Equity Securities Issued as Compensation.
Expected volatility: As Legacy ChargePoint was not publicly traded, the expected volatility for Legacy ChargePoint’s stock options were determined by using an average of historical volatilities of selected industry peers deemed to be comparable to the Legacy ChargePoint’s business corresponding to the expected term of the awards.
Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the awards.
Expected dividend yield: The expected dividend rate is zero as Legacy ChargePoint had no history or expectation of declaring dividends on its common stock.
Expected term: The expected term represents the period these stock awards are expected to remain outstanding and is based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules, and expectations of future employee behavior.
The Company did not grant any options during the year ended January 31, 2022.
The weighted-average assumptions in the Black-Scholes option-pricing models used to determine the fair value of ESPP rights granted during the year ended January 31, 2022 were as follows:

Year Ended January 31,
2022
Expected volatility
61.8% - 73.5%
Risk-free interest rate
0.1% - 0.3%
Dividend rate0.0 %
Expected term (in years)
0.4 - 1.9
Expected volatility: The expected volatility was determined by using a blended volatility approach of peer volatility and implied volatility. Peer volatility was calculated as the average of historical volatilities of selected industry peers deemed to be comparable to ChargePoint’s business corresponding to the expected term of the awards.
Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the awards.
99
Expected dividend yield: The expected dividend rate is zero as ChargePoint currently has no history or expectation of declaring dividends on its Common Stock.
Expected term: The expected term represents the length of time the ESPP rights under each purchase period are outstanding.
The Company estimates the fair value of RSUs as the closing market value of its Common Stock on the grant date.
13.    Income Taxes
The components of net loss before income taxes were as follows:
Year Ended January 31,
202220212020
(in thousands)
Domestic$(131,916)$(197,908)$(134,578)
Foreign(3,255)1,082 475 
Net loss before income taxes$(135,171)$(196,826)$(134,103)
The components of the provision for (benefit from) income taxes were as follows:
Year Ended January 31,
202220212020
(in thousands)
Current
Federal$— $— $— 
State17 47 35 
Foreign359 151 189 
Total current$376 $198 $224 
Deferred
Federal$(1,242)$— $— 
State(423)— — 
Foreign(1,641)— — 
Total deferred(3,306)— — 
Total provision for income taxes$(2,930)$198 $224 
A reconciliation of the U.S. federal statutory rate to the Company’s effective tax rate was as follows:
Year Ended January 31,
202220212020
Tax at federal statutory rate21.0 %21.0 %21.0 %
State tax rate, net— %— %— %
Permanent differences0.2 %(0.6 %)(1.5 %)
Warrant and earnout revaluation20.9 %(7.8 %)(0.1 %)
Stock-based compensation8.0 %(0.2 %)(0.2 %)
Intangible assets amortization1.3 %— %— %
Change in valuation allowance(45.5 %)(13.6 %)(21.1 %)
Transaction cost(1.2 %)— %— %
Research and development tax credits2.8 %1.1 %1.8 %
Section 162(m) executive compensation limitation
(5.3)%— %— %
Effective tax rate2.2 %(0.1)%(0.1)%
100
The significant components of the Company’s deferred tax assets and liabilities as of January 31, 2022 and 2021 were as follows:
Year Ended January 31,
20222021
(in thousands)
Deferred tax assets:
Net operating losses$199,299 $114,154 
Research & development credits25,725 12,054 
Deferred revenue10,691 15,270 
Accruals and reserves10,882 8,102 
Stock-based compensation2,445 980 
Operating lease liabilities7,490 6,999 
Total deferred tax assets256,532 157,559 
Less: valuation allowance(240,584)(150,991)
Deferred tax liabilities:
Depreciation and amortization(177)(375)
Operating lease right-of-use assets(6,550)(6,186)
Acquired intangible assets(26,918)— 
Total deferred tax liabilities(33,645)(6,561)
Net deferred tax assets (liabilities)$(17,697)$7 
The Company determines its valuation allowance on deferred tax assets by considering both positive and negative evidence in order to ascertain whether it is more likely than not that deferred tax assets will be realized. Realization of deferred tax assets is dependent upon the generation of future taxable income, if any, the timing and amount of which are uncertain. Due to the Company’s historical operating losses in the United States (“US”), the Company believes that it is more likely than not that the US deferred taxes will not be realized; accordingly, the Company has recorded a full valuation allowance on its net US deferred tax assets as of January 31, 2022 and 2021. The valuation allowance increased by $89.6 million, $16.7 million, and $36.2 million during the years ended January 31, 2022, 2021, and 2020, respectively. The increases were primarily driven by losses and tax credits generated in the United States.
As of January 31, 2022, the Company had federal and California state net operating loss (“NOL”) carryforwards of $737.8 million and $312.6 million, respectively, of which $549.0 million of the federal NOL carryforwards can be carried forward indefinitely. The federal and California state net operating loss carryforwards begin to expire in 2028 and 2029, respectively. In addition, the Company had NOLs for other states of $270.9 million, which expire beginning in the year 2023.
As of January 31, 2022, the Company had federal and California state research credit carryforwards of $24.5 million and $23.2 million, respectively. The federal credit carryforwards will begin to expire in 2038. The California research credit carryforwards can be carried forward indefinitely. The Company had alternative refueling property tax credits that are permanently limited by Section 382.

Under Internal Revenue Code Section 382 (“Section 382”) , the Company’s ability to utilize NOL carryforwards or other tax attributes such as research tax credits, in any taxable year may be limited if the Company experiences, or has experienced, an “ownership change.” A Section 382 ownership change generally occurs if one or more stockholders or groups of stockholders, who own at least 5% of the Company’s stock, increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Similar rules may apply under state tax laws. In the prior year, the Company estimated the Section 382 impact on its tax attributes through January 31, 2021. As of January 31, 2022, the Company completed its Section 382 analysis and determined it had experienced ownership changes in some periods through January 31, 2021. As a result of the ownership changes, approximately $17.1 million of Federal NOLs, $17.9 million of California NOLs, and $4.7 million of federal tax credits are expected to expire unutilized for income tax purposes. As such, these amounts are excluded from the above-mentioned carryforward balance as of January 31, 2022. The Company expects to complete the Section 382 analysis of ownership changes that occurred during the year ending January 31, 2022 during the year ending January 31, 2023 and has not reduced NOLs for such changes as of January 31, 2022. Subsequent ownership changes may affect the limitation in future years.
101
The following table summarizes the activity related to unrecognized tax benefits as follows:
Year Ended January 31,
202220212020
(in thousands)
Unrecognized tax benefits - beginning$9,402 $10,153 $6,884 
Gross changes - prior period tax position2,039 (3,620)— 
Gross changes - current period tax position7,797 2,869 3,269 
Unrecognized tax benefits — ending$19,238 $9,402 $10,153 
As of January 31, 2022, the Company had unrecognized tax benefits of $19.2 million, which would not impact the effective tax rate, if recognized, due to the valuation allowance. The Company does not expect its unrecognized tax benefits will significantly change over the next twelve months. The Company recognizes interest and penalties related to the underpayment of income taxes as a component of income tax expense or benefit. To date, there have been no interest or penalties charged in relation to unrecongized tax benefits.
The Company is subject to income taxes in United States federal and various state, local, and foreign jurisdictions. The fiscal years from 2008 to 2022 remain open to examination due to the carryover of unused net operating losses or tax credits.
The Company intends to indefinitely reinvest the undistributed earnings of its foreign subsidiaries in those operations. Therefore, the Company has not accrued any provision for taxes associated with the repatriation of undistributed earnings from its foreign subsidiaries as of January 31, 2022. The amount of unrecognized deferred tax liability on these undistributed earnings was not material as of January 31, 2022.
14.    Related Party Transactions
Daimler AG and its affiliated entities (“Daimler”) is an investor in the Company and one of its employees is a member of the Company’s board of directors. The following revenue transactions took place between the Company and Daimler during the respective fiscal years:
Year Ended January 31,
202220212020
(in thousands)
Daimler$4,443 $3,457 $3,112 
Revenue from related parties
$4,443 $3,457 $3,112 
Related party accounts receivable as of January 31, 2022 and 2021 from Daimler were $2.2 million and $1.2 million, respectively.
15.     Geographic Information
Revenue by geographic area based on the shipping address of the customers was as follows:
Year Ended January 31,
202220212020
(in thousands)
United States$205,186 $131,571 $130,184 
Rest of World35,820 14,919 14,331 
Total revenue$241,006 $146,490 $144,515 
102
Long-lived assets by geographic area were as follows:
January 31,
20222021
(in thousands)
United States$72,026 $46,759 
Netherlands87,731 504 
Rest of World7,580 4,542 
Total long-lived assets$167,337 $51,805 
16.    Basic and Diluted Net Loss per Share
The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the years ended January 31, 2022, 2021, and 2020:
Year Ended January 31,
202220212020
(in thousands, except share and per share data)
Numerator:
Net income (loss)$(132,241)$(197,024)$(134,327)
Adjust: Accretion of beneficial conversion feature of redeemable convertible preferred stock— (60,377)— 
Adjust: Cumulative dividends on redeemable convertible preferred stock(4,292)(16,799)— 
Adjust: Deemed dividends attributable to vested option holders(51,855)— — 
Adjust: Deemed dividends attributable to common stock warrant holders(110,635)— — 
Net loss attributable to common stockholders - Basic$(299,023)$(274,200)$(134,327)
Less: Gain attributable to earnout shares issued(84,420)— — 
Less: Change in fair value of dilutive warrants(68,223)— — 
Net loss attributable to common stockholders - Diluted$(451,666)$(274,200)$(134,327)
Denominator:
Weighted average common shares outstanding297,642,999$15,116,763 $8,893,787 
Less: Weighted-average unvested restricted shares and shares subject to repurchase(221,030)— — 
Weighted average shares outstanding - Basic297,421,96915,116,7638,893,787
Add: Earnout Shares under the treasury stock method3,701,427— — 
Add: Public and Private Placement Warrants under the treasury stock method1,366,870— — 
Weighted average shares outstanding - Diluted302,490,26615,116,7638,893,787
Net loss per share - Basic$(1.01)$(18.14)$(15.10)
Net loss per share - Diluted$(1.49)$(18.14)$(15.10)
As a result of the Merger, the Company has retroactively adjusted the weighted-average number of shares of Common Stock outstanding prior to the Closing Date by multiplying them by the Exchange Ratio of 0.9966 used to determine the number of shares of Common Stock into which they converted. The Common Stock issued as a result of the redeemable convertible preferred stock conversion on the Closing Date was included in the basic net loss per share calculation on a prospective basis.
Redeemable convertible preferred stock and preferred stock warrants outstanding prior to the Merger Closing Date were excluded from the diluted net loss per share calculation for the year ended January 31, 2022, because including them would have had an antidilutive effect.
103
The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have had an antidilutive effect were as follows:
Year Ended January 31,
202220212020
Redeemable convertible preferred stock (on an as-converted basis)
— 193,037,715 170,686,661 
Options to purchase common stock
22,200,869 30,167,178 34,883,465 
Unvested restricted common stock
— — 166,100 
Restricted stock units4,033,418 — — 
Unvested early exercised common stock options
132,180 371,193 58,830 
Redeemable convertible preferred stock warrants (on an as-converted basis)
— 2,358,546 2,358,546 
Common stock warrants
35,549,024 36,402,515 14,051,462 
Employee stock purchase plan894,348 — — 
Total potentially dilutive common share equivalents
62,809,839 262,337,147 222,205,064 
17.    Employee Benefit Plans
The Company has a defined-contribution plan intended to qualify under Section 401 of the Internal Revenue Code (the “401(k) Plan”). The Company contracted with a third-party provider to act as a custodian and trustee, and to process and maintain the records of participant data. Substantially all of the expenses incurred for administering the 401(k) Plan are paid by ChargePoint. The Company has not made any matching contributions to date.
18.     Subsequent Events
On February 2, 2022, in connection with its acquisition of has•to•be on October 6, 2021, the Company paid the closing working capital adjustment amount of $2.8 million.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934, as amended, (“Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is accumulated and communicated to management, including ChargePoint’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
ChargePoint’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, evaluated, as of the end of the period covered by this Annual Report on Form 10-K, the effectiveness of ChargePoint’s disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that ChargePoint’s disclosure controls and procedures were not effective at the reasonable assurance level as of January 31, 2022 due to the material weaknesses in its internal control over financial reporting described below.
However, after giving full consideration to the material weaknesses described below, and the additional analyses and other procedures ChargePoint performed to ensure that its consolidated financial statements included in this Annual Report on Form 10-K were prepared in accordance with U.S. GAAP, ChargePoint’s management has concluded that its consolidated financial statements present fairly, in all material respects, its financial position, results of operations and cash flows for the periods disclosed in conformity with U.S. GAAP.

104
Management’s Report on Internal Control over Financial Reporting
ChargePoint’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. ChargePoint’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect ChargePoint’s transactions and the dispositions of ChargePoint’s assets; (2) provide reasonable assurance that ChargePoint’s transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP and that ChargePoint’s receipts and expenditures are being made only in accordance with appropriate authorizations of management and the directors of ChargePoint; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of ChargePoint’s assets that could have a material effect on its financial statements.
ChargePoint’s management, under the supervision of and with the participation of the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of ChargePoint’s internal control over financial reporting as of January 31, 2022 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (2013). Based on the assessment by ChargePoint’s management, ChargePoint’s management determined that ChargePoint’s internal control over financial reporting as of January 31, 2022 was not effective due to the material weaknesses described below.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of ChargePoint’s annual or interim financial statements will not be prevented or detected on a timely basis.
ChargePoint did not design and maintain an effective control environment commensurate with its financial reporting requirements. Specifically, ChargePoint did not maintain a sufficient complement of personnel with an appropriate degree of accounting knowledge, experience and training to appropriately analyze, record and disclose accounting matters commensurate with its accounting and reporting requirements. This material weakness contributed to the following additional material weaknesses:
•ChargePoint did not design and maintain formal accounting policies, procedures and controls over significant accounts and disclosures to achieve complete, accurate and timely financial accounting, reporting and disclosures, including accounting for complex features associated with warrants, segregation of duties and adequate controls related to the preparation and review of journal entries.
•ChargePoint did not design and maintain effective controls related to the valuation of acquired intangible assets, specifically controls over the review of the inputs and assumptions used in the valuation of the acquired assets.
The material weakness related to formal accounting policies, procedures and controls resulted in adjustments to several accounts and disclosures related to the Legacy ChargePoint consolidated financial statements for the years ended January 31, 2021, 2020 and 2019. The material weakness related to the accounting for complex features associated with warrants resulted in the restatement of the previously issued financial statements of the entity acquired as part of the Merger Agreement related to warrant liabilities and equity. The material weakness related to the valuation of acquired intangible assets resulted in material adjustments to customer relationships and goodwill and related disclosures for the year ended January 31, 2022. Additionally, these material weaknesses could result in a material misstatement of substantially all of ChargePoint’s accounts or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.
•ChargePoint did not design and maintain effective controls over certain information technology (“IT”) general controls for information systems that are relevant to the preparation of its consolidated financial statements. Specifically, ChargePoint did not design and maintain (a) program change management controls to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately, (b) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to its financial applications and data to appropriate company personnel and (c) testing and approval controls for program development to ensure that new software development is aligned with business and IT requirements. The IT deficiencies did not result in any misstatements to the consolidated financial statements, however, the deficiencies, when aggregated, could impact maintaining effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected. Accordingly, ChargePoint management has determined these deficiencies in the aggregate constitute a material weakness.
As permitted by the SEC guidance for newly acquired businesses, ChargePoint has excluded ViriCiti and HTB from its assessment of internal control over financial reporting as of January 31, 2022 because they were acquired by the Company in purchase business combinations during fiscal year 2022. ViriCiti and HTB are wholly-owned subsidiaries whose total assets and total revenues
105
collectively represent 1.7% and 2.6%, respectively, of the related consolidated financial statement amounts as of and for the year ended January 31, 2022.
ChargePoint’s independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of ChargePoint’s internal control over financial reporting as of January 31, 2022, as stated in their report, which appears in Part II, Item 8 of this Annual Report on Form 10-K.

Remediation Plan
ChargePoint has continued implementation of a plan to remediate these material weaknesses. These remediation measures are ongoing and include the following:
•Hiring additional finance and accounting personnel to bolster the accounting capabilities and capacity, and to establish and maintain internal control over financial reporting;
•Designing and implementing controls to formalize roles and review responsibilities to align with the staff’s skills and experience and designing and implementing controls over segregation of duties;
•Providing ongoing training for personnel on accounting, financial reporting and internal control over financial reporting;
•Designing and implementing controls to review the accounting for complex features associated with warrants;
•Designing and implementing controls to review the inputs and assumptions used in the valuation of the acquired assets;
•Engaging an external advisor to assist with evaluating and documenting the design and operating effectiveness of internal control over financial reporting and assist with the remediation of deficiencies, as necessary;
•Designing and implementing controls over the preparation and review of journal entries and account reconciliations, including controls over the segregation of duties; and
•Designing and implementing IT general controls, including controls over program change management, the provisioning and monitoring of user access rights and privileges and program development processes and procedures.
ChargePoint is working to remediate the material weaknesses as efficiently and effectively as possible and remediation efforts could continue beyond the fiscal year ending January 31, 2023. At this time, ChargePoint cannot provide an estimate of costs expected to be incurred in connection with implementing this remediation plan; however, these remediation measures will be time consuming, will result in it incurring significant costs, and will place significant demands on its financial and operational resources.
In order to maintain and improve the effectiveness of its internal control over financial reporting, ChargePoint has expended, and will continue to expend, significant resources, including accounting-related costs and significant management oversight.
Changes in Internal Control Over Financial Reporting
There have been no changes in internal control over financial reporting during the quarter ended January 31, 2022 that have materially affected, or are reasonably likely to materially affect, ChargePoint’s internal control over financial reporting.
Item 9B. Other Information.
Amended and Restated Bylaws
On March 31, 2022, ChargePoint’s board of directors approved ChargePoint’s amended and restated bylaws (the “A&R Bylaws”), effective immediately. The A&R Bylaws were amended and restated, among other things, to amend Section 1.12 to incorporate notice and director nominee provisions under Rule 14a-19 of the Exchange Act The foregoing description of ChargePoint’s A&R Bylaws is qualified in its entirety by the full text of the A&R Bylaws, a copy of which is included as Exhibit 3.2 to this Annual Report on Form 10-K.
Change of Location of Registered Agent
On March 31, 2022, ChargePoint’s board of directors approved the change in ChargePoint’s registered agent and registered office and ChargePoint filed a Certificate of Change of Registered Agent and/or Registered Office (the “Certificate of Change”) with the Secretary of State of the State of Delaware to change its registered agent and registered office to Corporation Service Company, 251 Little Falls Drive in the City of Wilmington, County of New Castle Zip Code 19808. The foregoing description of the Certificate of
106
Change is qualified in its entirety by the full text of the Certificate of Change, a copy of which is included as Exhibit 3.3 to this Annual Report on Form 10-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
107
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Information relating to directors, executive officers and corporate governance will be presented in the definitive proxy statement filed pursuant to Regulation 14A for the 2022 Annual Meeting of Stockholders to be held on or about July 12, 2022, which information is incorporated herein by reference.
Item 11. Executive Compensation.
Information relating to executive compensation will be presented in the definitive proxy statement filed pursuant to Regulation 14A for the 2022 Annual Meeting of Stockholders to be held on or about July 12, 2022, which information is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Information relating to securities authorized for issuance under equity compensation plans and other information required to be provided in response to this item will be presented in the definitive proxy statement filed in pursuant to Regulation 14A for the 2022 Annual Meeting of Stockholders to be held on or about July 12, 2022, which information is incorporated herein by reference. In addition, descriptions of ChargePoint’s equity compensation plans are set forth in Note 12, Equity Plans and Stock-Based Compensation, in the Notes to the Consolidated Financial Statements included in this Annual Report.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Information required to be provided in response to this item will be presented in the definitive proxy statement filed pursuant to Regulation 14A for the 2022 Annual Meeting of Stockholders to be held on or about July 12, 2022, which information is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services.
Information required to be provided in response to this item will be presented in the definitive proxy statement filed pursuant to Regulation 14A for the 2022 Annual Meeting of Stockholders to be held on or about July 12, 2022, which information is incorporated herein by reference.
108
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) Exhibits.
Exhibit No.Description
2.1
3.1
3.2+
3.3+
4.1
4.2
4.3+
10.1
10.2
10.3
10.4^*
10.5*
10.6
10.7+*
10.8+*
10.9+
10.10*
10.11*
10.12
10.13
109
Exhibit No.Description
10.14^*
10.15^*
10.16*
10.17*
10.18*
10.19*
10.20*
10.21
21.1
23.1
31.1+
31.2+
32.1***
32.2***
101.INSInline XBRL Instance Document (the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document).
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Labels Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104The Cover Page Interactive Data File, formatted in Inline XBRL (included within the Exhibit 101 attachments).
^The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
*Denotes management compensatory plan, contract or arrangement.
+Filed herewith
***Furnished herewith
Item 16. Form 10-K Summary
None.
110
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
April 4, 2022
CHARGEPOINT HOLDINGS, INC.
By:
/s/ Rex S. Jackson
Name:
Rex S. Jackson
Title:Chief Financial Officer and Principal Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Pasquale Romano and Rex S. Jackson, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated on the dates indicated.
SignatureTitleSignature Date
/s/ Rex S. JacksonChief Financial OfficerApril 4, 2022
REX S. JACKSON(Principal Financial Officer)
/s/ Henrik GerdesChief Accounting OfficerApril 4, 2022
HENRIK GERDES(Principal Accounting Officer)
/s/ Pasquale RomanoChief Executive Officer and DirectorApril 4, 2022
PASQUALE ROMANO(Principal Executive Officer)
/s/ Roxanne BowmanDirectorApril 4, 2022
ROXANNE BOWMAN
/s/ Elaine L. ChaoDirectorApril 4, 2022
ELAINE L. CHAO
/s/ Bruce ChizenDirectorApril 4, 2022
BRUCE CHIZEN
/s/ Axel HarriesDirectorApril 4, 2022
AXEL HARRIES
/s/ Jeffrey HarrisDirectorApril 4, 2022
JEFFREY HARRIS
/s/ Susan HeysteeDirectorApril 4, 2022
SUSAN HEYSTEE
111
SignatureTitleSignature Date
/s/ Mark LeschlyDirectorApril 4, 2022
MARK LESCHLY
/s/ Michael LinseDirectorApril 4, 2022
MICHAEL LINSE
/s/ G. Richard Wagoner, Jr.DirectorApril 4, 2022
G. RICHARD WAGONER, JR.
112
 EX-3.2 2 chargepoint10k2022exhibit32.htm EX-3.2 Document
EXHIBIT 3.2
image_0a.jpgimage_1a.jpgChargePoint Holdings, Inc.
Amended and Restated Bylaws
(amended and restated on March [●], 2022)



Table of Contents
Page
i



ii




iii



Article I
Stockholders
1.1.Registered Office. The registered office of ChargePoint Holdings, Inc. (the “Corporation”) shall be as set forth in the Corporation’s Second Amended and Restated Certificate of Incorporation then in effect (as the same may be amended from time to time, the “Certificate of Incorporation”).
1.2.Additional Offices. The Corporation may, in addition to its registered office in the State of Delaware, have such other offices and places of business, both within and outside the State of Delaware, as the Board of Directors of the Corporation (the “Board”) may from time to time determine or as the business and affairs of the Corporation may require.
1.3.Place of Meetings. All meetings of stockholders shall be held at such place, if any, as may be designated from time to time by the Board or the Chairman of the Board or, if not so designated, at the principal executive office of the Corporation. The Board may, in its sole discretion, determine that a meeting shall not be held at any place, but may instead be held solely by means of remote communication in accordance with Section 211(a) of the General Corporation Law of the State of Delaware or any applicable successor act thereto, as the same may be amended from time to time (the “DGCL”).
1.4.Annual Meeting. The annual meeting of stockholders for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly be brought before the meeting shall be held on a date and at a time designated by the Board or the Chairman of the Board, the Chief Executive Officer or the President (which date shall not be a legal holiday in the place, if any, where the meeting is to be held). The Board acting pursuant to a resolution adopted by the majority of the Whole Board may postpone, reschedule or cancel any previously scheduled annual meeting of stockholders, before or after the notice for such meeting has been sent to the stockholders. For purposes of these Amended and Restated Bylaws (the “Bylaws”), the term “Whole Board” will mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships.
1.5.Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by a resolution adopted by the majority of the Whole Board or the Chairman of the Board or the Chief Executive Officer, and may not be called by any other person or persons. The Board acting pursuant to a resolution adopted by the majority of the Whole Board may postpone, reschedule or cancel any previously scheduled special meeting of stockholders, before or after the notice for such meeting has been sent to the stockholders. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.
1.6.Notice of Meetings. Except as otherwise provided by law, notice of each meeting of stockholders, whether annual or special, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting. Without limiting the manner by which notice otherwise may be given to stockholders, any notice shall be effective if given by a form of electronic transmission consented to (in a manner consistent with the DGCL) by the stockholder to whom the notice is given. The notices of all meetings shall state the place, if any, date and time of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting). The
1


notice of a special meeting shall state, in addition, the purpose or purposes for which the meeting is called. If notice is given by mail, such notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. If notice is given by electronic transmission, such notice shall be deemed given at the time specified in Section 232 of the DGCL. Any meeting of stockholders as to which notice has been given may be postponed, and any special meeting of stockholders as to which notice has been given may be cancelled, by the Board upon public disclosure (as defined in Section 1.12(f)) given before the date previously scheduled for such meeting.
1.7.Voting List. The Corporation shall prepare, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the Corporation. The Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. If the meeting is to be held at a place, then the list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by law, the list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.
1.8.Quorum. Except as otherwise provided by law, the Certificate of Incorporation, these Bylaws or the rules of any stock exchange upon which the Corporation’s securities are listed, the holders of a majority in voting power of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote at the meeting, present in person, present by means of remote communication in a manner, if any, authorized by the Board in its sole discretion, or represented by proxy, shall constitute a quorum for the transaction of business; provided, however, that where a separate vote by a class or classes or series of capital stock is required by law or the Certificate of Incorporation, the holders of a majority in voting power of the shares of such class or classes or series of the capital stock of the Corporation issued and outstanding and entitled to vote on such matter, present in person, present by means of remote communication in a manner, if any, authorized by the Board in its sole discretion, or represented by proxy, shall constitute a quorum entitled to take action with respect to the vote on such matter. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum.
1.9.Adjournments. Any meeting of stockholders, annual or special, may be adjourned from time to time to any other time and to any other place at which a meeting of stockholders may be held under these Bylaws by the chairman of the meeting or by the stockholders present or represented at the meeting and entitled to vote thereon, even though less than a quorum. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix as the record date for determining stockholders entitled to
2


notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.
1.10.Voting and Proxies. Each stockholder shall have such number of votes, if any, for each share of stock entitled to vote and held of record by such stockholder as may be fixed in the Certificate of Incorporation, unless otherwise provided by law. Each stockholder of record entitled to vote at a meeting of stockholders may vote in person (including by means of remote communications, if any, by which stockholders may be deemed to be present in person and vote at such meeting) or may authorize another person or persons to vote for such stockholder by a proxy executed or transmitted in a manner permitted by applicable law. No such proxy shall be voted upon after three (3) years from the date of its execution, unless the proxy expressly provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date. Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy, either of the following shall constitute a valid means by which a stockholder may grant such authority.
(i)A stockholder may execute a writing authorizing another person or persons to act for such stockholder as proxy. Execution may be accomplished by the stockholder or such stockholder’s authorized officer, director, employee or agent signing such writing or causing such person’s signature to be affixed to such writing by any reasonable means, including, but not limited to, by facsimile signature.
(ii)A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of an electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission authorizing another person or persons to act as proxy for a stockholder may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.
1.11.Action at Meeting. When a quorum is present or represented at any meeting, any matter other than the election of directors to be voted upon by the stockholders at such meeting shall be decided by the vote of the holders of shares of stock having a majority in voting power of the votes cast by the holders of all of the shares of stock present or represented at the meeting and voting affirmatively or negatively on such matter (or if there are two or more classes or series of stock entitled to vote as separate classes, then in the case of each such class or series, the holders of a majority in voting power of the shares of stock of that class or series present or represented at the meeting and voting affirmatively or negatively on such matter), except when a different vote is required by applicable law, regulation applicable to the Corporation or its securities, the rules or regulations of any stock exchange applicable to the Corporation, the Certificate of Incorporation, the certificate of designation with respect to the Corporation’s preferred stock, par value $.0001 (“Preferred Stock”) or these Bylaws. For the avoidance of doubt, neither abstentions nor broker non-votes will be counted as votes cast for or against such
3


matter. Other than directors who may be elected by the holders of shares of any series of Preferred Stock or pursuant to any resolution or resolutions providing for the issuance of such stock adopted by the Board, each director shall be elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Voting at meetings of stockholders need not be by written ballot, unless required by the Certificate of Incorporation or applicable law.
1.12.Nomination of Directors.
(a)Except for (1) any directors entitled to be elected by the holders of Preferred Stock, (2) any directors elected in accordance with Section 2.9 hereof by the Board to fill a vacancy or newly-created directorship or (3) as otherwise required by applicable law or stock exchange regulation, at any meeting of stockholders, only persons who are nominated in accordance with the procedures in this Section 1.12 shall be eligible for election or re-election as directors. Nomination for election to the Board at a meeting of stockholders may be made (i) by or at the direction of the Board (or any authorized committee thereof) or (ii) by any stockholder of the Corporation who (x) timely complies with the notice procedures in Section 1.12(b), (y) is a stockholder of record on the date of the giving of such notice, on the record date for the determination of stockholders entitled to vote at such meeting and at the time of the meeting and (z) is entitled to vote at such meeting.
(b)To be timely, a stockholder’s notice must be received in writing by the Secretary at the principal executive offices of the Corporation as follows: (i) in the case of an election of directors at an annual meeting of stockholders, not earlier than the Close of Business on the one hundred and twentieth (120th) calendar day prior to the first (1st) anniversary of the preceding year’s annual meeting nor later than the Close of Business on the ninetieth (90th) calendar day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that (x) in the case of the annual meeting of stockholders of the Corporation to be held in 2021 or (y) in the event that the date of the annual meeting in any other year is advanced by more than thirty (30) days, or delayed by more than sixty (60) days, from the first (1st) anniversary of the preceding year’s annual meeting, a stockholder’s notice must be so received not earlier than the Close of Business on the one hundred and twentieth (120th) day prior to such annual meeting and not later than the Close of Business on the later of (A) the ninetieth (90th) day prior to such annual meeting and (B) the tenth (10th) day following the day on which notice of the date of such annual meeting was mailed or public disclosure of the date of such annual meeting was made, whichever first occurs; or (ii) in the case of an election of directors at a special meeting of stockholders, provided that the majority of the Whole Board, the Chairman of the Board or the Chief Executive Officer has determined, in accordance with Section 1.5, that directors shall be elected at such special meeting and provided further that the nomination made by the stockholder is for one of the director positions that the Board, the Chairman of the Board, or the Chief Executive Officer as the case may be, has determined will be filled at such special meeting, not earlier than the Close of Business on the one hundred and twentieth (120th) day prior to such special meeting and not later than the Close of Business on the later of (x) the ninetieth (90th) day prior to such special meeting and (y) the tenth (10th) day following the day on which notice of the date of such special meeting was mailed or public disclosure of the date of such special meeting was made, whichever first occurs. In no event shall the adjournment or postponement of a meeting (or the public disclosure thereof) commence a new time period (or extend any time period) for the giving of a stockholder’s notice. For the avoidance of doubt, a stockholder shall not be entitled to make additional or substitute nominations following the expiration of the time periods set forth in these Bylaws. The number of nominees a stockholder may nominate for election at a meeting of stockholders shall not exceed the number of directors to be elected at such meeting. Notwithstanding anything in this Section 1.12(b) to the contrary, in the event that the number of directors to be elected to the Board at an annual meeting is increased and there is no public announcement by the Corporation naming all of the nominees for director
4


or specifying the size of the increased Board at least one hundred (100) calendar days prior to the first anniversary of the preceding year’s annual meeting of stockholders, then a stockholder’s notice required by this Section 1.12(b) shall be considered timely, but only with respect to nominees for any new positions created by such increase, if it is received by the Secretary of the Corporation not later than the Close of Business on the tenth (10th) calendar day following the day on which such public announcement is first made by the Corporation.
The stockholder’s notice to the Secretary shall set forth:
(A)as to each proposed nominee (1) such person’s name, age, business address and, if known, residence address, (2) such person’s principal occupation or employment (present and for the past five (5) years), (3) the Ownership Information (as defined herein) for such person and any member of the immediate family of such person, or any Affiliate or Associate (as such terms are defined herein) of such person, or any person acting in concert therewith, (4) a complete and accurate description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings (whether written or oral) during the past three (3) years, and any other material relationships, between or among (x) the stockholder, the beneficial owner, if any, on whose behalf the nomination is being made and the respective Affiliates and Associates of, or others acting in concert with, such stockholder and such beneficial owner, on the one hand, and (y) each proposed nominee, and his or her respective Affiliates and Associates, or others acting in concert with such nominee(s), on the other hand, including all information that would be required to be disclosed pursuant to federal and state securities laws, including Item 404 of Regulation S-K under the Securities Act of 1933 if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made or any Affiliate or Associate thereof or person acting in concert therewith were the “registrant” for purposes of such Item and the proposed nominee were a director or executive officer of such registrant, (5) a description of any agreement, arrangement or understanding (including any derivative or short positions, swaps, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into by, or on behalf of, such proposed nominee, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such proposed nominee with respect to shares of stock of the Corporation, and (6) any other information concerning such person that must be disclosed as to nominees in proxy solicitations pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; and
(B)as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is being made (1) the name and address of such stockholder, as they appear on the Corporation’s books, of such beneficial owner, and any Stockholder Associated Person (as defined below), (2) the class and series and number of shares of stock of the Corporation that are, directly or indirectly, owned, beneficially or of record, by such stockholder, such beneficial owner and any Stockholder Associated Person (provided, however, that for purposes of this Section 1.12(b), any such person shall in all events be deemed to beneficially own any shares of the Corporation as to which such person has a right to acquire beneficial ownership of at any time in the future), (3) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived, in whole or in part, from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by such stockholder or beneficial owner and any Stockholder Associated Person and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the
5


Corporation, (4) any proxy, contract, arrangement, understanding or relationship pursuant to which such stockholder and any Stockholder Associated Person has a right to vote or has granted a right to vote any shares of any security of the Corporation, (5) any agreement, arrangement or understanding (including any contract to purchase or sell, acquisition or grant of any option, right or warrant to purchase or sell, swap or other instrument) between and among such stockholder and any Stockholder Associated Person, on the one hand, and any person acting in concert with any such person, on the other hand, with the intent or effect of which may be to transfer to or from any such person, in whole or in part, any of the economic consequences of ownership of any security of the Corporation or to increase or decrease the voting power of any such person with respect to any security of the Corporation, (6) any direct or indirect legal, economic or financial interest (including short interest) of such stockholder or beneficial owner and any Stockholder Associated Person in the outcome of any vote to be taken at any annual or special meeting of stockholders of the Corporation or any other entity with respect to any matter that is substantially related, directly or indirectly, to any nomination or business proposed by any stockholder under this Section 1.12, (7) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder or beneficial owner and any Stockholder Associated Person that are separated or separable from the underlying shares of the Corporation, (8) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership or limited liability company or similar entity in which such stockholder, beneficial owner and any Stockholder Associated Person is a general partner or, directly or indirectly, beneficially owns any interest in a general partner or is the manager or managing member or, directly or indirectly, beneficially owns any interest in the manager or managing member of a limited liability company or similar entity, (9) any performance-related fees (other than an asset-based fee) that each stockholder, beneficial owner and any Stockholder Associated Person is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice, (10) a description of any agreement, arrangement or understanding between or among such stockholder, such beneficial owner and/or any Stockholder Associated Person and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are being made or who may participate in the solicitation of proxies in favor of electing such nominee(s), (11) a description of any agreement, arrangement or understanding (including any derivative or short positions, swaps, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into by, or on behalf of, such stockholder, such beneficial owner or any Stockholder Associated Person, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder, such beneficial owner or any Stockholder Associated Person with respect to shares of stock of the Corporation (subclause (2) through (11) of this Section 1.12(b) shall be referred to, collectively, as “Ownership Information”), (12) any other information relating to such stockholder, such beneficial owner and any Stockholder Associated Person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (13) a representation that such stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting, will continue to be a stockholder of record of the Corporation entitled to vote at such meeting through the date of such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, (14) a representation whether such stockholder, such beneficial owner and/or such Stockholder Associated Person intends or is part of a group which intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock reasonably believed by such stockholder, such beneficial owner or such Stockholder Associated Person to be sufficient to elect the nominee and/or (y) otherwise to solicit proxies or votes from stockholders in support of such nomination, (15) a certification that such stockholder, beneficial owner and any Stockholder Associated Person has complied with all applicable federal, state and other legal requirements in
6


connection with its acquisition of shares or other securities of the Corporation and such person’s acts or omissions as a stockholder of the Corporation, (16) a representation as to the accuracy of the information set forth in the notice and (17) a representation as to whether or not such stockholder giving the notice or any Stockholder Associated Person intends to solicit proxies in support of director nominees other than the Corporation’s director nominees in accordance with Rule 14a-19 promulgated under the Exchange Act.
Such information provided and statements made as required by clauses (A) and (B) above or otherwise by this Section 1.12 are hereinafter referred to as a “Nominee Solicitation Statement.” Not later than (x) ten (10) days after the record date for determining stockholders entitled to notice of the meeting, the information required by Items (A)(1)-(6) and (B)(1)-(16) of the prior sentence shall be supplemented by the stockholder giving the notice to provide updated information as of such record date and (y) eight (8) Business Days prior to the meeting (or any adjournment, postponement or rescheduling thereof), the information required by Items (A)(1)-(6) and (B)(1)-(16) of the prior sentence shall be supplemented by the stockholder giving notice to provide updated information as of ten (10) Business Days prior to the meeting (or any adjournment, postponement or rescheduling thereof). Notwithstanding the foregoing, if the stockholder giving the notice no longer plans to solicit holders of shares of the Corporation in accordance with its representation pursuant to Section 1.12(b)(B)(17), such stockholder shall inform the Corporation of this change by delivering a writing to the Secretary at the principal executive offices of the Corporation no later than two (2) business days after the occurrence of such change. For the avoidance of doubt, the obligation to update as set forth in the immediately preceding sentence shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines under the Bylaws or enable or be deemed to permit a stockholder to amend or update any proposal or to submit any new proposal, including by changing or adding nominees. If a stockholder fails to provide any required written update, the information as to which such written update relates may be deemed not to have been provided in accordance with the Bylaws. In addition, to be effective, the stockholder’s notice must be accompanied by a written questionnaire with respect to the background and qualification of such proposed nominee (which questionnaire shall be provided by the Secretary upon written request) and the written consent of the proposed nominee to be named in the Corporation’s proxy statement as a nominee and to serve as a director if elected and a written statement executed by the proposed nominee acknowledging that as a director of the Corporation, the nominee will owe a fiduciary duty under Delaware law with respect to the Corporation and its stockholders. The Corporation may require any proposed nominee to furnish such other information as the Corporation may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation or that could be material to the Board’s understanding of the independence, or lack thereof, of such nominee, or whether such nominee would be independent under applicable Securities and Exchange Commission and stock exchange rules and the Corporation’s publicly disclosed corporate governance guidelines. The Board may require any nominee to submit to interviews with the Board or any committee thereof and such nominee shall make himself or herself available for any such interviews within no less than ten (10) Business Days following the date of such request. A stockholder shall not have complied with this Section 1.12 if the stockholder (or beneficial owner, if any, on whose behalf the nomination is made) solicits or does not solicit, as the case may be, proxies or votes in support of such stockholder’s nominee in contravention of the representations with respect thereto required by this Section 1.12. For purposes of these Bylaws, a “Stockholder Associated Person” of any stockholder shall mean (i) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder and on whose behalf the proposal or nomination, as the case may be, is being made, or (iii) any person controlling, controlled by or under common control with such person referred to in the preceding clauses (i) and (ii).
7


(c)Without exception, no person shall be eligible for election or re-election as a director of the Corporation at a meeting of stockholders unless nominated in accordance with the provisions set forth in this Section 1.12. In addition, a nominee shall not be eligible for election or re-election if a stockholder or Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Nominee Solicitation Statement applicable to such nominee or if the Nominee Solicitation Statement applicable to such nominee contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. The chairman of any meeting shall have the power and duty to determine whether a nomination was made in accordance with the provisions of this Section 1.12 (including the previous sentence of this Section 1.12(c)), and if the chairman should determine that a nomination was not made in accordance with the provisions of this Section 1.12, the chairman shall so declare to the meeting and such nomination shall not be brought before the meeting.
(d)Except as otherwise required by law, nothing in this Section 1.12 shall obligate the Corporation or the Board to include in any proxy statement or other stockholder communication distributed on behalf of the Corporation or the Board information with respect to any nominee for director submitted by a stockholder.
(e)Notwithstanding the foregoing provisions of this Section 1.12, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the meeting to present a nomination, such nomination shall not be brought before the meeting, notwithstanding that proxies in respect of such nominee may have been received by the Corporation. For purposes of this Section 1.12, to be considered a “qualified representative of the stockholder”, a person must be authorized by a written instrument executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such written instrument or electronic transmission, or a reliable reproduction of the written instrument or electronic transmission, at the meeting of stockholders.
(f)For purposes of this Section 1.12, “public disclosure” shall include disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
(g)Notwithstanding the foregoing provisions of this Section 1.12, unless otherwise required by law, if any stockholder giving notice or any Stockholder Associated Person (1) provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act and (2) subsequently fails to comply with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) promulgated under the Exchange Act, then the Corporation shall disregard any proxies or votes solicited for such stockholder’s proposed nominee or proposed nominees. Upon request by the Corporation, if any stockholder giving notice or any Stockholder Associated Person provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act, such person shall deliver to the Corporation, no later than five (5) Business Days prior to the applicable meeting of stockholders, reasonable evidence that such person has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.
(h)Notwithstanding the foregoing provisions of this Section 1.12, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 1.12; provided, however, that any references in these Bylaws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations to be considered pursuant to this Section 1.12 (including paragraph (a)(ii) hereof), and compliance with paragraph (a)(ii) of this Section 1.12 shall be the exclusive
8


means for a stockholder to make nominations. Nothing in this Section 1.12 shall be deemed to affect any rights of the holders of any series of Preferred Stock to elect directors pursuant to any applicable provisions of the Certificate of Incorporation.
(i)For purposes of these Bylaws,
(j)“Affiliate” shall mean, with respect to any specified person, any person that, directly or indirectly, controls, is controlled by, or is under common control with, such specified person, through one or more intermediaries or otherwise. The term “control” means the ownership of a majority of the voting securities of the applicable person or the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of the applicable person, whether through ownership of voting securities, by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto.
(i)“Associate(s)” shall have the meaning attributed to such term in Rule 12b-2 under the Exchange Act and the rules and regulations promulgated thereunder.
(ii)“Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York, NY are authorized or obligated by law or executive order to close.
(iii)“Close of Business” shall mean 5:00 p.m. local time at the principal executive offices of the Corporation, and if an applicable deadline falls on the Close of Business on a day that is not a Business Day, then the applicable deadline shall be deemed to be the Close of Business on the immediately preceding Business Day.
(iv)“person” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental agency or instrumentality or other entity of any kind.
1.13.Notice of Business at Annual Meetings.
(a)At any annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (1) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board, (2) otherwise properly brought before the meeting by or at the direction of the Board (or any committee thereof), or (3) properly brought before the annual meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, (i) if such business relates to the nomination of a person for election as a director of the Corporation, the procedures in Section 1.12 must be complied with and (ii) if such business relates to any other matter, the business must constitute a proper matter under Delaware law for stockholder action and the stockholder must (x) have given timely notice thereof in writing to the Secretary in accordance with the procedures in Section 1.13(b), (y) be a stockholder of record on the date of the giving of such notice, on the record date for the determination of stockholders entitled to vote at such annual meeting and at the time of the meeting, and (z) be entitled to vote at such annual meeting.
(b)To be timely, a stockholder’s notice must be received in writing by the Secretary at the principal executive offices of the Corporation not earlier than the Close of Business on the one hundred and twentieth (120th) calendar day prior to the first (1st) anniversary of the preceding year’s annual meeting nor later than the Close of Business on the
9


ninetieth (90th) calendar day prior to the first (1st) anniversary of the preceding year’s annual meeting; provided, however, that (x) in the case of the annual meeting of stockholders of the Corporation to be held in 2021 or (y) in the event that the date of the annual meeting in any other year is advanced by more than thirty (30) days, or delayed by more than sixty (60) days, from the first (1st) anniversary of the preceding year’s annual meeting, a stockholder’s notice must be so received not earlier than the Close of Business on the one hundred and twentieth (120th) day prior to such annual meeting and not later than the Close of Business on the later of (A) the ninetieth (90th) day prior to such annual meeting and (B) the tenth (10th) day following the day on which notice of the date of such annual meeting was mailed or public disclosure of the date of such annual meeting was made, whichever first occurs. In no event shall the adjournment or postponement of an annual meeting (or the public disclosure thereof) commence a new time period (or extend any time period) for the giving of a stockholder’s notice. For the avoidance of doubt, a stockholder shall not be entitled to make an additional notice or substitute the notice following the expiration of the time periods set forth in these Bylaws.
The stockholder’s notice to the Secretary shall set forth:
(A)as to each matter the stockholder proposes to bring before the annual meeting (1) a brief description of the business desired to be brought before the annual meeting, (2) the text of the proposal (including the exact text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the Bylaws, the exact text of the proposed amendment), and (3) the reasons for conducting such business at the annual meeting, and
(B)as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is being made (1) the name and address of such stockholder, as they appear on the Corporation’s books, of such beneficial owner and of any Stockholder Associated Person, (2) the Ownership Information, (3) a description of any material interest of such stockholder, such beneficial owner or any Stockholder Associated Person and the respective Affiliates and Associates of, or others acting in concert with, such stockholder, such beneficial owner or any Stockholder Associated Person in such business, (4) a description of any agreement, arrangement or understanding between or among such stockholder, such beneficial owner and/or any Stockholder Associated Person and any other person or persons (including their names) in connection with the proposal of such business or who may participate in the solicitation of proxies in favor of such proposal, (5) a description of any agreement, arrangement or understanding (including any derivative or short positions, swaps, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into by, or on behalf of, such stockholder, such beneficial owner or any Stockholder Associated Person, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder, such beneficial owner or any Stockholder Associated Person with respect to shares of stock of the Corporation, (6) any other information relating to such stockholder, such beneficial owner and any Stockholder Associated Person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the business proposed pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (7) a representation that such stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting, will continue to be a stockholder of record of the Corporation entitled to vote at such meeting through the date of such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, (8) a representation whether such stockholder, such beneficial owner and/or any Stockholder Associated Person intends or is part of a group which intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal and/or (y) otherwise to solicit proxies or votes from stockholders in support of such proposal, (9) a certification that such stockholder, beneficial owner and any Stockholder Associated Person has
10


complied with all applicable federal, state and other legal requirements in connection with its acquisition of shares or other securities of the Corporation and such person’s acts or omissions as a stockholder of the Corporation, and (10) a representation as to the accuracy of the information set forth in the notice.
Such information provided and statements made as required by clauses (A) and (B) above or otherwise by this Section 1.13 are hereinafter referred to as a “Business Solicitation Statement.” Not later than (x) ten (10) days after the record date for determining stockholders entitled to notice of the meeting, the information required by Items (A)(3) and (B)(1)-(10) of the prior sentence shall be supplemented by the stockholder giving the notice to provide updated information as of such record date and (y) eight (8) Business Days prior to the meeting (or any adjournment, postponement or rescheduling thereof), the information required by Items (A)(3) and (B)(1)-(10) of the prior sentence shall be supplemented by the stockholder giving the notice to provide updated information as of ten (10) Business Days prior to the meeting (or any adjournment, postponement or rescheduling thereof). For the avoidance of doubt, the obligation to update as set forth in the immediately preceding sentence shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines under the Bylaws or enable or be deemed to permit a stockholder to amend or update any proposal or to submit any new proposal, including by changing or adding nominees. If a stockholder fails to provide any required written update, the information as to which such written update relates may be deemed not to have been provided in accordance with the Bylaws. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at any annual meeting of stockholders except in accordance with the procedures in this Section 1.13; provided that any stockholder proposal which complies with Rule 14a-8 of the proxy rules (or any successor provision) promulgated under the Exchange Act and is to be included in the Corporation’s proxy statement for an annual meeting of stockholders shall be deemed to comply with the notice requirements of this Section 1.13. A stockholder shall not have complied with this Section 1.13 if the stockholder (or beneficial owner, if any, on whose behalf the proposal is made) solicits or does not solicit, as the case may be, proxies or votes in support of such stockholder’s proposal in contravention of the representations with respect thereto required by this Section 1.13.
(c)Without exception, no business shall be conducted at any annual meeting except in accordance with the provisions set forth in this Section 1.13. In addition, business proposed to be brought by a stockholder may not be brought before the annual meeting if such stockholder or a Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Business Solicitation Statement applicable to such business or if the Business Solicitation Statement applicable to such business contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. The chairman of any annual meeting shall have the power and duty to determine whether business was properly brought before the annual meeting in accordance with the provisions of this Section 1.13 (including the previous sentence of this Section 1.13(c)), and if the chairman should determine that business was not properly brought before the annual meeting in accordance with the provisions of this Section 1.13, the chairman shall so declare to the meeting and such business shall not be brought before the annual meeting.
(d)Except as otherwise required by law, nothing in this Section 1.13 shall obligate the Corporation or the Board to include in any proxy statement or other stockholder communication distributed on behalf of the Corporation or the Board information with respect to any proposal submitted by a stockholder.
(e)Notwithstanding the foregoing provisions of this Section 1.13, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual meeting to present business, such business shall not be considered,
11


notwithstanding that proxies in respect of such business may have been received by the Corporation.
(f)For purposes of this Section 1.13, the terms “qualified representative of the stockholder” and “public disclosure” shall have the same meaning as in Section 1.12.
(g)Notwithstanding the foregoing provisions of this Section 1.13, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 1.13; provided, however, that any references in these Bylaws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to proposals as to any business to be considered pursuant to this Section 1.13 (including paragraph (a)(3) hereof), and compliance with paragraph (a)(3) of this Section 1.13 shall be the exclusive means for a stockholder to submit business (other than, as provided in the penultimate sentence of (b), business other than nominations brought properly under and in compliance with Rule 14a-8 of the Exchange Act, as may be amended from time to time). Nothing in this Section 1.13 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to applicable rules and regulations promulgated under the Exchange Act.
1.14.Conduct of Meetings.
(a)Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in the Chairman’s absence by the Vice Chairman of the Board, if any, or in the Vice Chairman’s absence by the Chief Executive Officer, or in the Chief Executive Officer’s absence, by the President, or in the President’s absence by a Vice President, or in the absence of all of the foregoing persons by a chairman designated by the Board. The Secretary shall act as secretary of the meeting, but in the Secretary’s absence the chairman of the meeting may appoint any person to act as secretary of the meeting.
(b)The Board may adopt by resolution such rules, regulations and procedures for the conduct of any meeting of stockholders of the Corporation as it shall deem appropriate including, without limitation, such guidelines and procedures as it may deem appropriate regarding the participation by means of remote communication of stockholders and proxyholders not physically present at a meeting. Except to the extent inconsistent with such rules, regulations and procedures as adopted by the Board, the chairman of any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as shall be determined; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.
(c)The chairman of the meeting shall announce at the meeting when the polls for each matter to be voted upon at the meeting will be opened and closed. After the polls close, no ballots, proxies or votes or any revocations or changes thereto may be accepted.
12


(d)In advance of any meeting of stockholders, the Board, the Chairman of the Board, the Chief Executive Officer or the President shall appoint one or more inspectors of election to act at the meeting and make a written report thereof. One or more other persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is present, ready and willing to act at a meeting of stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise required by law, inspectors may be officers, employees or agents of the Corporation. Each inspector, before entering upon the discharge of such inspector’s duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability. The inspector shall have the duties prescribed by law and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by law. Every vote taken by ballots shall be counted by a duly appointed inspector or duly appointed inspectors.
Article II
Directors
1.1.General Powers. The business and affairs of the Corporation shall be managed by or under the direction of a Board, who may exercise all of the powers of the Corporation except as otherwise provided by law or the Certificate of Incorporation.
1.2.Number, Election and Qualification. Subject to the rights of holders of any series of Preferred Stock to elect directors, the number of directors of the Corporation shall be fixed from time to time by resolution of the majority of the Whole Board. Election of directors need not be by written ballot. Directors need not be stockholders of the Corporation.
1.3.Chairman of the Board; Vice Chairman of the Board. The Board may appoint from its members a Chairman of the Board and a Vice Chairman of the Board, neither of whom need be an employee or officer of the Corporation. If the Board appoints a Chairman of the Board, such Chairman shall perform such duties and possess such powers as are assigned by the Board and, if the Chairman of the Board is also designated as the Corporation’s Chief Executive Officer, shall have the powers and duties of the Chief Executive Officer prescribed in Section 3.7 of these Bylaws. If the Board appoints a Vice Chairman of the Board, such Vice Chairman shall perform such duties and possess such powers as are assigned by the Board. Unless otherwise provided by the Board, the Chairman of the Board or, in the Chairman’s absence, the Vice Chairman of the Board, if any, shall preside at all meetings of the Board.
1.4.Classes of Directors. Subject to the rights of holders of any series of Preferred Stock to elect directors, the Board shall be and is divided into three (3) classes, designated: Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third (1/3) of the total number of directors constituting the Whole Board. The Board is authorized to assign members of the Board already in office to Class I, Class II or Class III at the time such classification becomes effective. If the number of such directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any such additional director of any class elected to fill a newly created directorship resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case shall a decrease in the number of directors remove or shorten the term of any incumbent director.
1.5.Terms of Office. Subject to the rights of holders of any series of Preferred Stock to elect directors, and except as set forth in the Certificate of Incorporation, each director shall serve for a term ending on the date of the third (3rd) annual meeting of stockholders following the annual meeting of stockholders at which such director was elected; provided that the term of
13


each director shall continue until the election and qualification of his or her successor and be subject to his or her earlier death, disqualification, resignation or removal.
1.6.Quorum. Except as otherwise provided by law, the Certificate of Incorporation, or these Bylaws, a majority of the Whole Board shall constitute a quorum for the transaction of business. If at any meeting of the Board there shall be less than a quorum, a majority of the directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting, until a quorum shall be present. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.
1.7.Action at Meeting. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number is required by law or by the Certificate of Incorporation or these Bylaws.
1.8.Removal. Subject to the rights of holders of any series of Preferred Stock, directors of the Corporation may be removed only as expressly provided in the Certificate of Incorporation and applicable law.
1.9.Newly Created Directorships and Vacancies. Subject to the rights of holders of any series of Preferred Stock, any newly created directorship that results from an increase in the number of directors or any vacancy on the Board that results from the death, disability, resignation, disqualification or removal of any director or from any other cause shall be filled solely by the affirmative vote of a majority of the directors then in office, even if less than a quorum, or by a sole remaining director, and shall not be filled by the stockholders. Any increase in the number of directors shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible. The Board is authorized to assign members of the Board already in office to their respective class. Any director elected to fill a vacancy or newly created directorship shall hold office until the next election of the class to which such director shall have been appointed or assigned, and until his or her successor is duly elected and qualified, subject to his or her earlier death, disqualification, resignation or removal.
1.10.Resignation. Any director may resign only by delivering a resignation in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer or the Secretary. Such resignation shall be effective upon delivery unless it is specified to be effective at some later time or upon the happening of some later event. The acceptance of a resignation shall not be necessary to make it effective unless otherwise expressly provided in the resignation.
1.11.Regular Meetings. Regular meetings of the Board may be held without notice at such time and place as shall be determined from time to time by the Board; provided that any director who is absent when such a determination is made shall be given notice of the determination. A regular meeting of the Board may be held without notice immediately after and at the same place as the annual meeting of stockholders.
1.12.Special Meetings. Special meetings of the Board may be held at any time and place designated by the Chairman of the Board, the Chief Executive Officer, the President, two (2) or more directors, or by one director in the event that there is only a single director in office.
1.13.Notice of Special Meetings. Notice of the date, place and time of any special meeting of the Board shall be given to each director by the Chairman of the Board, the Chief Executive Officer, the President, the Secretary or by one of the directors calling the meeting. Notice shall be duly given to each director (a) in person or by telephone at least twenty-four (24) hours in advance of the meeting, (b) by sending written notice by reputable overnight
14


courier, telecopy, facsimile or other means of electronic transmission (including email), or delivering written notice by hand, to such director’s last known business, home or electronic transmission address at least twenty-four (24) hours in advance of the meeting, or (c) by sending written notice by first-class mail to such director’s last known business or home address at least seventy-two (72) hours in advance of the meeting. A notice or waiver of notice of a meeting of the Board need not specify the purposes of the meeting.
1.14.Meetings by Conference Communications Equipment. Directors may participate in meetings of the Board or any committee thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting.
1.15.Action by Consent. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if all members of the  Board or committee, as the case may be, consent to the action in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee thereof. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
1.16.Committees. The Board may by resolution passed by a majority of the Whole Board designate one or more committees, each committee to consist of one or more of the directors of the Corporation with such lawfully delegable powers and duties as the Board thereby confers, to serve at the pleasure of the Board. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members of the committee present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board and subject to the provisions of law, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the Corporation. Each such committee shall keep minutes and make such reports as the Board may from time to time request. Except as the Board may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these Bylaws for the Board. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.
1.17.Compensation of Directors. Directors may be paid such compensation for their services and such reimbursement for expenses of attendance at meetings as the Board may from time to time determine. No such payment shall preclude any director from serving the Corporation or any of its parent or subsidiary entities in any other capacity and receiving compensation for such service. The Board shall also have the power and discretion to provide for and pay fair compensation for rendering services to the Corporation not ordinarily rendered by directors.
15


Article III
Officers
1.1.Titles. The “Executive Officers” of the Corporation shall be such persons as are designated as such by the Board and shall include, but not be limited to, a Chief Executive Officer, a President and a Chief Financial Officer. Additional Executive Officers may be appointed by the Board from time to time. In addition to the Executive Officers of the Corporation described above, there may also be such “Non-Executive Officers” of the Corporation as may be designated and appointed from time to time by the Board or the Chief Executive Officer of the Corporation in accordance with the provisions of Section 3.2 of these Bylaws. In addition, the Secretary and Assistant Secretaries of the Corporation may be appointed by the Board from time to time.
1.2.Appointment. The Executive Officers of the Corporation shall be chosen by the Board, subject to the rights, if any, of an Executive Officer under any contract of employment. Non-Executive Officers of the Corporation shall be chosen by the Board or the Chief Executive Officer of the Corporation.
1.3.Qualification. No officer need be a stockholder. Any two (2) or more offices may be held by the same person.
1.4.Tenure. Except as otherwise provided by law, by the Certificate of Incorporation or by these Bylaws, each officer shall hold office until such officer’s successor is duly elected and qualified by the Board, unless a different term is specified in the resolution electing or appointing such officer, or until such officer’s earlier death, resignation, disqualification or removal.
1.5.Removal; Resignation. Subject to the rights, if any, of an Executive Officer under any contract of employment, any Executive Officer may be removed, either with or without cause, at any time by the Board at any regular or special meeting of the Board. Any Non-Executive Officer may be removed, either with or without cause, at any time by the Chief Executive Officer of the Corporation or by the Executive Officer to whom such Non-Executive Officer reports. Any officer may resign only by delivering a resignation in writing or by electronic transmission to the Chief Executive Officer. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time or upon the happening of some later event. The acceptance of a resignation shall not be necessary to make it effective unless otherwise expressly provided in the resignation.
1.6.Vacancies. The Board may fill any vacancy occurring in any office for any reason and may, in its discretion, leave unfilled, for such period as it may determine, any offices.
1.7.President; Chief Executive Officer. Unless the Board has designated another person as the Corporation’s Chief Executive Officer, the President shall be the Chief Executive Officer of the Corporation. The Chief Executive Officer shall have general charge and supervision of the business of the Corporation subject to the direction of the Board, and shall perform all duties and have all powers that are commonly incident to the office of chief executive or that are delegated to such officer by the Board. The President shall perform such other duties and shall have such other powers as the Board or the Chief Executive Officer (if the President is not the Chief Executive Officer) may from time to time prescribe.
1.8.Chief Financial Officer. The Chief Financial Officer shall perform such duties and shall have such powers as may from time to time be assigned by the Board or the Chief Executive Officer. In addition, the Chief Financial Officer shall perform such duties and have such powers as are incident to the office, including without limitation the duty and power to keep
16


and be responsible for all funds and securities of the Corporation, to deposit funds of the Corporation in depositories selected in accordance with these Bylaws, to disburse such funds as ordered by the Board, to make proper accounts of such funds, and to render as required by the Board statements of all such transactions and of the financial condition of the Corporation.
1.9.Vice Presidents. Each Vice President shall perform such duties and possess such powers as the Board or the Chief Executive Officer may from time to time prescribe. The Board or the Chief Executive Officer may assign to any Vice President the title of Executive Vice President, Senior Vice President or any other title.
1.10.Secretary and Assistant Secretaries. The Secretary shall perform such duties and shall have such powers as the Board or the Chief Executive Officer may from time to time prescribe. In addition, the Secretary shall perform such duties and have such powers as are incident to the office of the secretary, including without limitation the duty and power to give notices of all meetings of stockholders and special meetings of the Board, to attend all meetings of stockholders and the Board and keep a record of the proceedings, to maintain a stock ledger and prepare lists of stockholders and their addresses as required, to be custodian of corporate records and the corporate seal and to affix and attest to the same on documents.
Any Assistant Secretary shall perform such duties and possess such powers as the Board, the Chief Executive Officer or the Secretary may from time to time prescribe.
In the absence of the Secretary or any Assistant Secretary at any meeting of stockholders or directors, the chairman of the meeting shall designate a temporary secretary to keep a record of the meeting.
1.11.Salaries. Executive Officers of the Corporation shall be entitled to such salaries, compensation or reimbursement as shall be fixed or allowed from time to time by the Board or a committee thereof.
1.12.Delegation of Authority. The Board may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.
1.13.Execution of Contracts. Each Executive Officer and Non-Executive Officer of the Corporation may execute, affix the corporate seal and/or deliver, in the name and on behalf of the Corporation, deeds, mortgages, notes, bonds, contracts, agreements, powers of attorney, guarantees, settlements, releases, evidences of indebtedness, conveyances or any other document or instrument which (i) is authorized by the Board or (ii) is executed in accordance with policies adopted by the Board from time to time, except in each case where the execution, affixation of the corporate seal and/or delivery thereof shall be expressly and exclusively delegated by the Board to some other officer or agent of the Corporation.
Article IV
Capital Stock
1.1.Issuance of Stock. Subject to the provisions of the Certificate of Incorporation, the whole or any part of any unissued balance of the authorized capital stock of the Corporation or the whole or any part of any shares of the authorized capital stock of the Corporation held in the Corporation’s treasury may be issued, sold, transferred or otherwise disposed of by vote of the Board in such manner, for such lawful consideration and on such terms as the Board may determine.
17


1.2.Stock Certificates; Uncertificated Shares. The shares of the Corporation may be certificated or uncertificated, subject to the sole discretion of the Board and the requirements of the DGCL.
Each certificate for shares of stock which are subject to any restriction on transfer pursuant to the Certificate of Incorporation, these Bylaws, applicable securities laws or any agreement among any number of stockholders or among such holders and the Corporation shall have conspicuously noted on the face or back of the certificate either the full text of the restriction or a statement of the existence of such restriction.
If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of each certificate representing shares of such class or series of stock, provided that in lieu of the foregoing requirements there may be set forth on the face or back of each certificate representing shares of such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the DGCL or, with respect to Section 151 of DGCL, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
1.3.Transfers. Shares of stock of the Corporation shall be transferable in the manner prescribed by law, the Certificate of Incorporation and in these Bylaws. Transfers of shares of stock of the Corporation shall be made only on the books of the Corporation or by transfer agents designated to transfer shares of stock of the Corporation. Subject to applicable law, shares of stock represented by certificates shall be transferred only on the books of the Corporation by the surrender to the Corporation or its transfer agent of the certificate representing such shares properly endorsed or accompanied by a written assignment or power of attorney properly executed, and with such proof of authority or the authenticity of signature as the Corporation or its transfer agent may reasonably require. Except as may be otherwise required by law, by the Certificate of Incorporation or by these Bylaws, the Corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect to such stock, regardless of any transfer, pledge or other disposition of such stock until the shares have been transferred on the books of the Corporation in accordance with the requirements of these Bylaws.
1.4.Lost, Stolen or Destroyed Certificates. The Corporation may issue a new certificate or uncertificated shares in place of any previously issued certificate alleged to have been lost, stolen or destroyed, upon such terms and conditions as the Board may prescribe, including the presentation of reasonable evidence of such loss, theft or destruction and the giving of such indemnity and posting of such bond as the Board may require for the protection of the Corporation or any transfer agent or registrar.
1.5.Record Date. In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the
18


record date is adopted by the Board, and which record date shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the Close of Business on the day next preceding the day on which notice is given, or, if notice is waived, at the Close of Business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix a record date, which shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the Close of Business on the day on which the Board adopts the resolution relating thereto.
1.6.Regulations. The issue and registration of shares of stock of the Corporation shall be governed by such other regulations as the Board may establish.
1.7.Dividends. Dividends on the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board at any regular or special meeting, pursuant to law, and may be paid in cash, in property or in shares of capital stock.
Article V
General Provisions
1.1.Fiscal Year. Except as from time to time otherwise designated by the Board, the fiscal year of the Corporation shall begin on the first (1st) day of February of each year and end on the last day of January in each year.
1.2.Corporate Seal. The corporate seal shall be in such form as shall be approved by the Board.
1.3.Notice.
(a)Notice to Directors. Whenever under applicable law, the Certificate of Incorporation or these Bylaws notice is required to be given to any director, such notice shall be given either (i) in writing and sent by mail, or by a nationally recognized delivery service, (ii) by means of facsimile telecommunication or other form of electronic transmission, or (iii) by oral notice given personally or by telephone. A notice to a director will be deemed given as follows: (i) if given by hand delivery, orally, or by telephone, when actually received by the director, (ii) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, (iii) if sent for next day delivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid, addressed to the
19


director at the director’s address appearing on the records of the Corporation, (iv) if sent by facsimile telecommunication, when sent to the facsimile transmission number for such director appearing on the records of the Corporation, (v) if sent by electronic mail, when sent to the electronic mail address for such director appearing on the records of the Corporation, or (vi) if sent by any other form of electronic transmission, when sent to the address, location or number (as applicable) for such director appearing on the records of the Corporation.
(b)Notice to Stockholders. Whenever under applicable law, the Certificate of Incorporation or these Bylaws notice is required to be given to any stockholder, such notice may be given (i) in writing and sent either by hand delivery, through the United States mail, or by a nationally recognized overnight delivery service for next day delivery, or (ii) by means of a form of electronic transmission consented to by the stockholder, to the extent permitted by, and subject to the conditions set forth in Section 232 of the DGCL. A notice to a stockholder shall be deemed given as follows: (i) if given by hand delivery, when actually received by the stockholder, (ii) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the stockholder at the stockholder’s address appearing on the stock ledger of the Corporation, (iii) if sent for next day delivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid, addressed to the stockholder at the stockholder’s address appearing on the stock ledger of the Corporation, and (iv) if given by a form of electronic transmission consented to by the stockholder to whom the notice is given and otherwise meeting the requirements set forth above, (A) if by facsimile transmission, when directed to a number at which the stockholder has consented to receive notice, (B) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice, (C) if by a posting on an electronic network together with separate notice to the stockholder of such specified posting, upon the later of (1) such posting and (2) the giving of such separate notice, and (D) if by any other form of electronic transmission, when directed to the stockholder. A stockholder may revoke such stockholder’s consent to receiving notice by means of electronic communication by giving written notice of such revocation to the Corporation. Any such consent shall be deemed revoked if (1) the Corporation is unable to deliver by electronic transmission two (2) consecutive notices given by the Corporation in accordance with such consent and (2) such inability becomes known to the Secretary or an Assistant Secretary or to the Corporation’s transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.
(c)Electronic Transmission. “Electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process, including but not limited to transmission by telex, facsimile telecommunication, electronic mail, telegram and cablegram.
(d)Notice to Stockholders Sharing Same Address. Without limiting the manner by which notice otherwise may be given effectively by the Corporation to stockholders, any notice to stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation or these Bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. A stockholder may revoke such stockholder’s consent by delivering written notice of such revocation to the Corporation. Any stockholder who fails to object in writing to the Corporation within sixty (60) days of having been given written notice by the Corporation of its intention to send such a single written notice shall be deemed to have consented to receiving such single written notice.
20


(e)Exceptions to Notice Requirements. Whenever notice is required to be given, under the DGCL, the Certificate of Incorporation or these Bylaws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting that shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the Corporation is such as to require the filing of a certificate with the Secretary of State of Delaware, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.
Whenever notice is required to be given by the Corporation, under any provision of the DGCL, the Certificate of Incorporation or these Bylaws, to any stockholder to whom (1) notice of two (2) consecutive annual meetings of stockholders and all notices of stockholder meetings or of the taking of action by written consent of stockholders without a meeting to such stockholder during the period between such two (2) consecutive annual meetings, or (2) all, and at least two (2) payments (if sent by first-class mail) of dividends or interest on securities during a twelve (12) month period, have been mailed addressed to such stockholder at such stockholder’s address as shown on the records of the Corporation and have been returned undeliverable, the giving of such notice to such stockholder shall not be required. Any action or meeting that shall be taken or held without notice to such stockholder shall have the same force and effect as if such notice had been duly given. If any such stockholder shall deliver to the Corporation a written notice setting forth such stockholder’s then current address, the requirement that notice be given to such stockholder shall be reinstated. In the event that the action taken by the Corporation is such as to require the filing of a certificate with the Secretary of State of Delaware, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to Section 230(b) of the DGCL. The exception in subsection (1) of the first sentence of this paragraph to the requirement that notice be given shall not be applicable to any notice returned as undeliverable if the notice was given by electronic transmission.
1.4.Waiver of Notice. Whenever notice is required to be given by law, by the Certificate of Incorporation or by these Bylaws, a written waiver signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before, at or after the time of the event for which notice is to be given, shall be deemed equivalent to notice required to be given to such person. Neither the business nor the purpose of any meeting need be specified in any such waiver. Attendance of a person at a meeting (in person or by remote communication) shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
1.5.Voting of Securities. Except as the Board may otherwise designate, the Chief Executive Officer, the President or the Treasurer may waive notice, vote, consent, or appoint any person or persons to waive notice, vote or consent, on behalf of the Corporation, and act as, or appoint any person or persons to act as, proxy or attorney-in-fact for this Corporation (with or without power of substitution) with respect to, and exercise, on behalf of the Corporation, any and all rights and powers incident to the ownership of the securities of any other entity which may be held by this Corporation.
1.6.Evidence of Authority. A certificate by the Secretary, or an Assistant Secretary, or a temporary Secretary, as to any action taken by the stockholders, directors, a committee or any officer or representative of the Corporation shall as to all persons who rely on the certificate in good faith be conclusive evidence of such action.
21


1.7.Severability. Any determination that any provision of these Bylaws is for any reason inapplicable, illegal or ineffective shall not affect or invalidate any other provision of these Bylaws.
1.8.Pronouns. All pronouns used in these Bylaws shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person or persons may require.
1.9.Electronic Transmission. For purposes of these Bylaws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.
1.10.Inconsistent Provisions. In the event that any provision of these Bylaws is or becomes inconsistent with any provision of the Certificate of Incorporation, the DGCL or any other applicable law, such provision of these Bylaws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.
1.11.Section Headings. Section headings in these Bylaws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.
Arcticle VI
Amendments
These Bylaws may be altered, amended or repealed, in whole or in part, or new Bylaws may be adopted by the Whole Board or by the stockholders as expressly provided in the Certificate of Incorporation.
Arricle VII
Indemnification and Advancement
1.1.Right to Indemnification. To the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, company, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred by such Indemnitee in connection with such proceeding; provided, however, that, except as provided in Section 7.3 with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify an Indemnitee in connection with a proceeding (or part thereof) initiated by such Indemnitee only if such proceeding (or part thereof) was authorized by the Board.
1.2.Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 7.1, an Indemnitee shall also have the right to be paid by the Corporation to
22


the fullest extent not prohibited by applicable law the expenses (including, without limitation, attorneys’ fees) incurred in defending or otherwise participating in any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL requires, an advancement of expenses incurred by an Indemnitee in his or her capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon the Corporation’s receipt of an undertaking (hereinafter an “undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified under this Article VII or otherwise.
1.3.Right of Indemnitee to Bring Suit. If a claim under Section 7.1 or Section 7.2 is not paid in full by the Corporation within 60 days after a written claim therefor has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall also be entitled to be paid the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by an Indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (b) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that, the Indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including a determination by its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, shall be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VII or otherwise shall be on the Corporation.
1.4.Non-Exclusivity of Rights. The rights provided to any Indemnitee pursuant to this Article VII shall not be exclusive of any other right, which such Indemnitee may have or hereafter acquire under applicable law, the Certificate of Incorporation, these Bylaws, an agreement, a vote of stockholders or disinterested directors, or otherwise.
1.5.Insurance. The Corporation may maintain insurance, at its expense, to protect itself and/or any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.
1.6.Indemnification of Other Persons. This Article VII shall not limit the right of the Corporation to the extent and in the manner authorized or permitted by law to indemnify and to advance expenses to persons other than Indemnitees. Without limiting the foregoing, the
23


Corporation may, to the extent authorized from time to time by the Board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation and to any other person who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, to the fullest extent of the provisions of this Article VII with respect to the indemnification and advancement of expenses of Indemnitees under this Article VII.
1.7.Amendments. Any repeal or amendment of this Article VII by the Board or the stockholders of the Corporation or by changes in applicable law, or the adoption of any other provision of these Bylaws inconsistent with this Article VII, will, to the extent permitted by applicable law, be prospective only (except to the extent such amendment or change in applicable law permits the Corporation to provide broader indemnification rights to Indemnitees on a retroactive basis than permitted prior thereto), and will not in any way diminish or adversely affect any right or protection existing hereunder in respect of any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision; provided however, that amendments or repeals of this Article VII shall require the affirmative vote of the stockholders holding at least 65% of the voting power of all outstanding shares of capital stock of the Corporation.
1.8.Certain Definitions. For purposes of this Article VII, (a) references to “other enterprise” shall include any employee benefit plan; (b) references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; (c) references to “serving at the request of the Corporation” shall include any service that imposes duties on, or involves services by, a person with respect to any employee benefit plan, its participants, or beneficiaries; and (d) a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” for purposes of Section 145 of the DGCL.
1.9.Contract Rights. The rights provided to Indemnitees pursuant to this Article VIII shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a director, officer, agent or employee and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators.
1.10.Severability. If any provision or provisions of this Article VII shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Article VII shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Article VII (including, without limitation, each such portion of this Article VII containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.
24

 EX-3.3 3 chargepoint10k2022exhibit33.htm EX-3.3 Document
EXHIBIT 3.3
STATE OF DELAWARE
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND/OR REGISTERED OFFICE


The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1.The name of the corporation is ChargePoint Holdings, Inc (the “Corporation”).

2.The Registered Office of the corporation in the State of Delaware is changed to Corporation Service Company, 251 Little Falls Drive in the City of Wilmington, County of New Castle Zip Code 19808 . The name of the Registered Agent at such address upon whom process against this Corporation may be served is CORPORATION SERVICE COMPANY .

3.The foregoing change to the registered office/agent was adopted by a resolution of the Board of Directors of the corporation.


By:/s/ Rex S. Jackson
 Chief Financial Officer/Authorized Officer
  
Name:Rex S. Jackson
 Print or Type


 EX-4.3 4 chargepoint10k2022exhibit43.htm EX-4.3 Document
EXHIBIT 4.3
DESCRIPTION OF REGISTRANT’S SECURITIES
The following summary describes the material provisions of our capital stock. Because it is only a summary, it may not contain all the information that is important to an investor in our securities. We urge you to read our Second A&R Charter in its entirety for a complete description of the rights and preferences of our Common Stock and the applicable warrant agreement for a description of the terms of the Legacy Warrants. Defined terms used and not defined herein shall have the meaning ascribed to such terms in our Annual Report on Form 10-K.
Authorized and Outstanding Stock
Our Second A&R Charter authorizes the issuance of 1,000,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, each with a par value of $0.0001 per share.
Common Stock     
Dividend Rights
Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our Common Stock are entitled to receive dividends out of funds legally available if the Board, in its discretion, determines to issue dividends and only then at the times and in the amounts that the Board may determine.
Voting Rights
The holders of our Common Stock are entitled to one vote per share. Stockholders do not have the ability to cumulate votes for the election of directors. Our Second A&R Charter and A&R Bylaws provide for a classified board of directors consisting of three classes of approximately equal size, each serving staggered three-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms.
No Preemptive or Similar Rights
Our Common Stock is not entitled to preemptive rights and is not subject to conversion, redemption or sinking fund provisions.
Right to Receive Liquidation Distributions
Upon our dissolution, liquidation or winding-up, the assets legally available for distribution to our stockholders are distributable ratably among the holders of our Common Stock, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights and payment of liquidation preferences, if any, on any outstanding shares of preferred stock.
Preferred Stock
We are authorized, subject to limitations prescribed by Delaware law, to issue preferred stock in one or more series, to establish from time to time the number of shares to be included in each series and to fix the designation, powers, preferences and rights of the shares of each series and any associated qualifications, limitations or restrictions. The Board also can increase or decrease the number of shares of any series, but not below the number of shares of that series then outstanding, without any further vote or action by our stockholders. The Board may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of the Common Stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of our company and may adversely affect the market price of our Common Stock and the voting and other rights of the holders of Common Stock.
Certificate of Incorporation and Bylaw Provisions
The Second A&R Charter and A&R Bylaws include a number of provisions that may have the effect of deterring hostile takeovers or delaying or preventing changes in control of the management team, including the following:

Exhibit 4.3
•Board of Directors Vacancies. The Second A&R Charter and A&R Bylaws authorizes the Board to fill vacant directorships, including newly-created seats. In addition, the number of directors constituting the Board will be set only by resolution adopted by a majority vote of the entire Board. These provisions will prevent a stockholder from increasing the size of the Board and gaining control of the Board by filling the resulting vacancies with its own nominees.
•Classified Board. The Second A&R Charter and A&R Bylaws provide that the Board is classified into three classes of directors, each of which will hold office for a three-year term. In addition, directors may only be removed from the Board for cause and only by the approval of 66 2/3% of the then-outstanding shares of Common Stock.
•Stockholder Action; Special Meeting of Stockholders. The Second A&R Charter provides that stockholders will not be able to take action by written consent, and will only be able to take action at annual or special meetings of the stockholders. Stockholders will not be permitted to cumulate their votes for the election of directors. The A&R Bylaws further provides that special meetings of the stockholders may be called only by a majority vote of the entire Board, the chairman of the Board or the chief executive officer.
•Advance Notice Requirements for Stockholder Proposals and Director Nominations. The A&R Bylaws provide advance notice procedures for stockholders seeking to bring business before the annual meeting of stockholders, or to nominate candidates for election as directors at any meeting of stockholders. The A&R Bylaws also specifies certain requirements regarding the form and content of a stockholder’s notice. These provisions may preclude the stockholders from bringing matters before the annual meeting of stockholders or from making nominations for directors at the meetings of stockholders.
•Issuance of Undesignated Preferred Stock. The Board has the authority, without further action by the holders of Common Stock, to issue up to 10,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by the Board. The existence of authorized but unissued shares of preferred stock will enable the Board to render more difficult or discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise.
Transfer Agent
The Transfer Agent for our Common Stock is Continental Stock Transfer & Trust Company.
Anti-Takeover Provisions
Delaware Law
ChargePoint is governed by the provisions of Section 203 of the Delaware General Corporations Law (“DGCL”) regulating corporate takeovers. This section prevents some Delaware corporations from engaging, under some circumstances, in a merger, which includes a merger or sale of at least 10% of the corporation’s assets with any interested stockholder, meaning a stockholder who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of the corporation’s outstanding voting stock, unless:
•the transaction is approved by the board of directors prior to the time that the interested stockholder became an interested stockholder;
•upon closing of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding those shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
•subsequent to such time that the stockholder became an interested stockholder the merger is approved by the board of directors and authorized at an annual or special meeting of stockholders by at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.
A Delaware corporation may “opt out” of these provisions with an express provision in its original certificate of incorporation or an express provision in its certificate of incorporation or amended and restated bylaws resulting
2

Exhibit 4.3
from a stockholders’ amendment approved by at least a majority of the outstanding voting shares. We have not opted out of these provisions. As a result, mergers or other takeover or change in control attempts of us may be discouraged or prevented.
Forum Selection Clause
The Second A&R Charter provides that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: (a) any derivative action brought on behalf of ChargePoint; (b) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former directors, officers, stockholders or, subject to certain exceptions, employees; (c) any action or proceeding asserting a claim arising out of or arising pursuant to any provision of the DGCL, the Second A&R Charter or our A&R Bylaws (as each may be amended from time to time) against ChargePoint or any current or former directors, officers, stockholders or, subject to certain exceptions, employees; (d) any action or proceeding asserting a claim governed by the internal affairs doctrine against ChargePoint, any current or former directors, officers or, subject to certain exceptions, employees except for, as to each of (a) through (d) above, (i) any action as to which the Court of Chancery determines that there is an indispensable party not subject to the personal jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten (10) days following such determination) and (ii) any action asserted to enforce any liability or duty created by the Securities Act, the Exchange Act or, in each case, rules and regulations promulgated thereunder, for which there is exclusive federal or concurrent federal and state jurisdiction. In addition, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. This provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act.
Any person or entity purchasing or otherwise acquiring or holding any interest in any shares of Common Stock shall be deemed to have notice of and consented to these exclusive forum provisions and will not be deemed to have waived ChargePoint’s compliance with the federal securities laws and the regulations promulgated thereunder.
Warrants
Legacy Warrants
Legacy ChargePoint had outstanding warrants to purchase shares of Legacy ChargePoint Common Stock and Legacy ChargePoint Preferred Stock, which converted into warrants to purchase ChargePoint Common Stock in connection with the closing of the Merger. As of January 31, 2022, the terms of such Legacy Warrants are as follows:

Outstanding WarrantsExpiration Date
Number of WarrantsExercise Price
Common Stock21,727,177$1.00 - $6.007/31/2030 – 8/6/2030
Common Stock13,811,412$9.0011/16/2028 – 2/14/2029
Total outstanding common stock warrants35,538,589

The number of shares purchasable upon exercise of the Legacy Warrants are subject to standard anti-dilution provisions but the aggregate exercise price payable for the total number of Legacy Warrant shares purchasable under the Legacy Warrant (as adjusted) shall remain the same.
3

Exhibit 4.3
Registration Rights
Switchback and Legacy ChargePoint Stockholders’ Registration Rights
In connection with the closing of the Merger, ChargePoint and the holders of registration rights in Switchback and Legacy ChargePoint entered into an amended and restated Registration Rights Agreement (the “A&R Registration Rights Agreement” and such holders the “Registration Rights Holders”). In certain circumstances, the Registration Rights Holders can demand up to four underwritten offerings and will be entitled to customary piggyback registration rights. The A&R Registration Rights Agreement does not provide for the payment of any cash penalties by Switchback if it fails to satisfy any of its obligations under the A&R Registration Rights Agreement.
ChargePoint and former stockholders of has•to•be gmbh Registration Rights
In accordance with the consummation of the acquisition of has•to•be gmbh on October 6, 2021, ChargePoint and the former holders of has•to•be gmbh stock (the “HTB Registration Rights Holders”) into a registration rights agreement (the “HTB Registration Rights Agreement”) to register for resale the shares of ChargePoint Common Stock issued to the HTB Registration Rights Holders (the “Issued Shares”). The HTB Registration Rights Agreement required ChargePoint to file a “shelf” registration statement under the Securities Act to permit the resale of the Issued Shares held by the HTB Registration Rights Holders (the “Shelf Registration Statement”). ChargePoint is required to use its commercially reasonable efforts to cause the Shelf Registration Statement to remain effective, and to be supplemented and amended as promptly as practicable to the extent necessary to ensure that the Shelf Registration Statement is available or that another registration statement is available, for the resale of all the Issued Shares until the earliest of (i) two years after October 6, 2021, (ii) all of the Issued Shares and any securities issued or issuable with respect to the Issued Shares by way of distribution or in connection with any reorganization or other recapitalization, merger, consolidation or otherwise have ceased to be registrable securities, and (iii) the earlier termination of the HTB Registration Rights Agreement (as to all holders).
Listing of Securities
Our Common Stock is listed on the NYSE under the symbol “CHPT”.
4

 EX-10.7 5 chargepoint10k2022ex107.htm EX-10.7 Document
EXHIBIT 10.7
ChargePoint Holdings, Inc.

2021 Equity Incentive Plan

(As Adopted on February 25, 2021)
(Approved by the Stockholders on February 25, 2021)



GDSVF&H\5270931.10

ChargePoint Holdings, Inc.
2021 Equity Incentive Plan
ARTICLE 1. INTRODUCTION.
The Board adopted the Plan to become effective immediately, although no Awards may be granted prior to the Business Combination Date. The purpose of the Plan is to promote the long-term success of the Company and the creation of stockholder value by (a) encouraging Service Providers to focus on critical long-range corporate objectives, (b) encouraging the attraction and retention of Service Providers with exceptional qualifications and (c) linking Service Providers directly to stockholder interests through increased stock ownership. The Plan seeks to achieve this purpose by providing for Awards in the form of Options (which may be ISOs or NSOs), SARs, Restricted Shares and Restricted Stock Units. Capitalized terms used in this Plan are defined in Article 14.
ARTICLE 2. ADMINISTRATION.
2.1General
. The Plan may be administered by the Board or one or more Committees to which the Board (or an authorized Board committee) has delegated authority. If administration is delegated to a Committee, the Committee shall have the powers theretofore possessed by the Board, including, to the extent permitted by applicable law, the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to either the Board or the Administrator shall hereafter also encompass the Committee or subcommittee, as applicable). The Board may abolish the Committee’s delegation at any time and the Board shall at all times also retain the authority it has delegated to the Committee. The Administrator shall comply with rules and regulations applicable to it, including under the rules of any exchange on which the Common Shares are traded, and shall have the authority and be responsible for such functions as have been assigned to it.
2.2Section 16. To the extent desirable to qualify transactions hereunder as exempt under Exchange Act Rule 16b-3, the transactions contemplated hereunder will be approved by the entire Board or a Committee of two or more “non-employee directors” within the meaning of Exchange Act Rule 16b-3.
2.3Powers of Administrator. Subject to the terms of the Plan, and in the case of a Committee, subject to the specific duties delegated to the Committee, the Administrator shall have the authority to (a) select the Service Providers who are to receive Awards under the Plan, (b) determine the type, number, vesting requirements and other features and conditions of such Awards, (c) interpret the Plan and Awards granted under the Plan, (d) determine whether, when and to what extent an Award has become vested and/or exercisable and whether any performance-based vesting conditions have been satisfied, (e) make, amend and rescind rules relating to the Plan and Awards granted under the Plan, including rules relating to sub-plans established for the purposes of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws, (f) impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant of any Common Shares issued pursuant to an Award, including restrictions under an insider trading policy and restrictions as to the use of a specified brokerage firm for such resales, and (g) make all other decisions relating to the operation of the Plan and Awards granted under the Plan. In addition, with regard to the terms and conditions of Awards granted to Service
GDSVF&H5275879.8

Providers outside of the United States, the Administrator may vary from the provisions of the Plan (other than any requiring stockholder approval pursuant to Section 13.3) to the extent it determines it necessary and appropriate to do so.
2.4Effect of Administrator’s Decisions. The Administrator’s decisions, determinations and interpretations shall be final and binding on all interested parties.
2.5Governing Law. The Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware (except its choice-of-law provisions).
ARTICLE 3. SHARES AVAILABLE FOR GRANTS.
3.1Basic Limitation. Common Shares issued pursuant to the Plan may be authorized but unissued shares or treasury shares. The aggregate number of Common Shares issued under the Plan shall not exceed the sum of (a)  27,200,000 Common Shares, plus (b) up to 39,000,000 Common Shares subject to awards granted under the Predecessor Plans that are outstanding on the Business Combination Date and that subsequently are forfeited, expire or lapse unexercised or unsettled and Common Shares issued pursuant to awards granted under the Predecessor Plans that are outstanding on the Business Combination Date and that are subsequently forfeited to or reacquired by the Company, and (c) the additional Common Shares described in Articles 3.2 and 3.3. The Company shall reserve and keep available such number of Common Shares as will be sufficient to satisfy the requirements of the Plan. The numerical limitations in this Article 3.1 shall be subject to adjustment pursuant to Article 9.
3.2Annual Increase in Shares. On the first day of each March during the term of the Plan, commencing on March 1, 2021 and ending on (and including) March 1, 2030, the aggregate number of Common Shares that may be issued under the Plan shall automatically increase by a number equal to the lesser of (a) 5% of the total number of Common Shares actually issued and outstanding on the last day of the preceding month, or (b) a number of Common Shares determined by the Board.
3.3Shares Returned to Reserve. To the extent that Options, SARs, Restricted Stock Units or other Awards are forfeited, cancelled or expire for any reason before being exercised or settled in full, the Common Shares subject to such Awards shall again become available for issuance under the Plan. If SARs are exercised or Restricted Stock Units are settled, then only the number of Common Shares (if any) actually issued to the Participant upon exercise of such SARs or settlement of such Restricted Stock Units, as applicable, shall reduce the number of Common Shares available under Article 3.1 and the balance shall again become available for issuance under the Plan. If Restricted Shares or Common Shares issued upon the exercise of Options are reacquired by the Company pursuant to a forfeiture provision, repurchase right or for any other reason, then such Common Shares shall again become available for issuance under the Plan. Common Shares applied to pay the Exercise Price of Options or to satisfy tax withholding obligations related to any Award shall again become available for issuance under the Plan. To the extent that an Award is settled in cash rather than Common Shares, the cash settlement shall not reduce the number of Shares available for issuance under the Plan.
3.4Awards Not Reducing Share Reserve. To the extent permitted under applicable exchange listing standards, any dividend equivalents paid or credited under the Plan with respect to Restricted Stock Units shall not be applied against the number of Common Shares that may be issued under the Plan, whether or not such dividend equivalents are converted into Restricted Stock Units. In addition, Common Shares subject to Substitute Awards granted by the Company shall not reduce the number of Common Shares that may be issued under Article 3.1, nor shall


shares subject to Substitute Awards again be available for Awards under the Plan in the event of any forfeiture, expiration or cash settlement of such Substitute Awards.
3.5Code Section 422 and Other Limits. Subject to adjustment in accordance with Article 9:
(a)The grant date fair value of Awards granted to an Outside Director during any one fiscal year of the Company, together with the value of any cash compensation paid to the Outside Director during such fiscal year, may not exceed $750,000 (on a per-Director basis); provided however that the limitation that will apply in the fiscal year in which the Outside Director is initially appointed or elected to the Board shall instead be $1,000,000. For purposes of this limitation, the grant date fair value of an Award shall be determined in accordance with the assumptions that the Company uses to estimate the value of share-based payments for financial reporting purposes. For the sake of clarity, neither Awards granted, nor cash compensation paid, to an individual for his or her service as an Employee or Consultant, but not as an Outside Director, shall count towards this limitation.
(b)No more than 75,000,000 Common Shares (subject to adjustment pursuant to Article 9) may be issued under the Plan upon the exercise of ISOs.
ARTICLE 4. ELIGIBILITY.
4.1Incentive Stock Options. Only Employees who are common-law employees of the Company, a Parent or a Subsidiary shall be eligible for the grant of ISOs. In addition, an Employee who owns more than 10% of the total combined voting power of all classes of outstanding stock of the Company or any of its Parents or Subsidiaries shall not be eligible for the grant of an ISO unless the additional requirements set forth in Code Section 422(c)(5) are satisfied.
4.2Other Awards. Awards other than ISOs may be granted to both Employees and other Service Providers.
ARTICLE 5. OPTIONS.
5.1Stock Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The Stock Option Agreement shall specify whether the Option is intended to be an ISO or an NSO. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical.
5.2Number of Shares. Each Stock Option Agreement shall specify the number of Common Shares subject to the Option, which number shall adjust in accordance with Article 9.
5.3Exercise Price. Each Stock Option Agreement shall specify the Exercise Price, which shall not be less than 100% of the Fair Market Value of a Common Share on the date of grant. The preceding sentence shall not apply to an Option that is a Substitute Award granted in a manner that would satisfy the requirements of Code Section 409A and, if applicable, Code Section 424(a).
5.4Exercisability and Term. Each Stock Option Agreement shall specify the date or event when all or any installment of the Option is to become vested and/or exercisable. The vesting and exercisability conditions applicable to the Option may include service-based conditions, performance-based conditions, such other conditions as the Administrator may


determine, or any combination of such conditions. The Stock Option Agreement shall also specify the term of the Option; provided that, except to the extent necessary to comply with applicable foreign law, the term of an Option shall in no event exceed 10 years from the date of grant. A Stock Option Agreement may provide for accelerated vesting and/or exercisability upon certain specified events and may provide for expiration prior to the end of its term in the event of the termination of the Optionee’s service.
5.5Death of Optionee. After an Optionee’s death, any vested and exercisable Options held by such Optionee may be exercised by his or her beneficiary or beneficiaries. Each Optionee may designate one or more beneficiaries for this purpose by filing the prescribed form with the Company. A beneficiary designation may be changed by filing the prescribed form with the Company at any time before the Optionee’s death. If no beneficiary was designated or if no designated beneficiary survives the Optionee, then any vested and exercisable Options held by the Optionee may be exercised by his or her estate.
5.6Modification or Assumption of Options. Within the limitations of the Plan, the Administrator may modify, reprice, extend or assume outstanding options or may accept the cancellation of outstanding options (whether granted by the Company or by another issuer) in return for the grant of new Options for the same or a different number of shares and at the same or a different exercise price or in return for the grant of a different type of Award. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, materially impair his or her rights or obligations under such Option.
5.7Buyout Provisions. The Administrator may at any time (a) offer to buy out for a payment in cash or cash equivalents an Option previously granted or (b) authorize an Optionee to elect to cash out an Option previously granted, in either case at such time and based upon such terms and conditions as the Administrator shall establish.
5.8Payment for Option Shares. The entire Exercise Price of Common Shares issued upon exercise of Options shall be payable in cash or cash equivalents at the time when such Common Shares are purchased. In addition, the Administrator may, in its sole discretion and to the extent permitted by applicable law, accept payment of all or a portion of the Exercise Price through any one or a combination of the following forms or methods:
(a)Subject to any conditions or limitations established by the Administrator, by surrendering, or attesting to the ownership of, Common Shares that are already owned by the Optionee with a value on the date of surrender equal to the aggregate exercise price of the Common Shares as to which such Option will be exercised;
(b)By delivering (on a form prescribed by the Company) an irrevocable direction to a securities broker approved by the Company to sell all or part of the Common Shares being purchased under the Plan and to deliver all or part of the sales proceeds to the Company;
(c)Subject to such conditions and requirements as the Administrator may impose from time to time, through a net exercise procedure; or
(d)Through any other form or method consistent with applicable laws, regulations and rules.
ARTICLE 6. STOCK APPRECIATION RIGHTS.
6.1SAR Agreement. Each grant of a SAR under the Plan shall be evidenced by a SAR Agreement between the Optionee and the Company. Such SAR shall be subject to all


applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various SAR Agreements entered into under the Plan need not be identical.
6.2Number of Shares. Each SAR Agreement shall specify the number of Common Shares to which the SAR pertains, which number shall adjust in accordance with Article 9.
6.3Exercise Price. Each SAR Agreement shall specify the Exercise Price, which shall in no event be less than 100% of the Fair Market Value of a Common Share on the date of grant. The preceding sentence shall not apply to a SAR that is a Substitute Award granted in a manner that would satisfy the requirements of Code Section 409A.
6.4Exercisability and Term. Each SAR Agreement shall specify the date when all or any installment of the SAR is to become vested and exercisable. The vesting and exercisability conditions applicable to the SAR may include service-based conditions, performance-based conditions, such other conditions as the Administrator may determine, or any combination thereof. The SAR Agreement shall also specify the term of the SAR; provided that except to the extent necessary to comply with applicable foreign law, the term of a SAR shall not exceed 10 years from the date of grant. A SAR Agreement may provide for accelerated vesting and exercisability upon certain specified events and may provide for expiration prior to the end of its term in the event of the termination of the Optionee’s service.
6.5Exercise of SARs. Upon exercise of a SAR, the Optionee (or any person having the right to exercise the SAR after his or her death) shall receive from the Company (a) Common Shares, (b) cash or (c) a combination of Common Shares and cash, as the Administrator shall determine. The amount of cash and/or the Fair Market Value of Common Shares received upon exercise of SARs shall, in the aggregate, not exceed the amount by which the Fair Market Value (on the date of surrender) of the Common Shares subject to the SARs exceeds the Exercise Price. If, on the date when a SAR expires, the Exercise Price is less than the Fair Market Value on such date but any portion of such SAR has not been exercised or surrendered, then such SAR shall automatically be deemed to be exercised as of such date with respect to such portion. A SAR Agreement may also provide for an automatic exercise of the SAR on an earlier date.
6.6Death of Optionee. After an Optionee’s death, any vested and exercisable SARs held by such Optionee may be exercised by his or her beneficiary or beneficiaries. Each Optionee may designate one or more beneficiaries for this purpose by filing the prescribed form with the Company. A beneficiary designation may be changed by filing the prescribed form with the Company at any time before the Optionee’s death. If no beneficiary was designated or if no designated beneficiary survives the Optionee, then any vested and exercisable SARs held by the Optionee at the time of his or her death may be exercised by his or her estate.
6.7Modification or Assumption of SARs. Within the limitations of the Plan, the Administrator may modify, reprice, extend or assume outstanding stock appreciation rights or may accept the cancellation of outstanding stock appreciation rights (whether granted by the Company or by another issuer) in return for the grant of new SARs for the same or a different number of shares and at the same or a different exercise price or in return for the grant of a different type of Award. The foregoing notwithstanding, no modification of a SAR shall, without the consent of the Optionee, materially impair his or her rights or obligations under such SAR.
ARTICLE 7. RESTRICTED SHARES.
7.1Restricted Stock Agreement. Each grant of Restricted Shares under the Plan shall be evidenced by a Restricted Stock Agreement between the recipient and the Company.


Such Restricted Shares shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Restricted Stock Agreements entered into under the Plan need not be identical.
7.2Payment for Awards. Restricted Shares may be sold or awarded under the Plan for such consideration as the Administrator may determine, including (without limitation) cash, cash equivalents, property, cancellation of other equity awards, promissory notes, past services and future services, and such other methods of payment as are permitted by applicable law.
7.3Vesting Conditions. Each Award of Restricted Shares may or may not be subject to vesting and/or other conditions as the Administrator may determine. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Restricted Stock Agreement. Vesting conditions may include service-based conditions, performance-based conditions, such other conditions as the Administrator may determine, or any combination thereof. A Restricted Stock Agreement may provide for accelerated vesting upon certain specified events.
7.4Voting and Dividend Rights. The holders of Restricted Shares awarded under the Plan shall have the same voting, dividend and other rights as the Company’s other stockholders, unless the Administrator otherwise provides. A Restricted Stock Agreement, however, may require that any cash dividends paid on Restricted Shares (a) be accumulated and paid when such Restricted Shares vest, or (b) be invested in additional Restricted Shares. Such additional Restricted Shares shall be subject to the same conditions and restrictions as the shares subject to the Award with respect to which the dividends were paid. In addition, unless the Administrator provides otherwise, if any dividends or other distributions are paid in Common Shares, such Common Shares shall be subject to the same restrictions on transferability and forfeitability as the Restricted Shares with respect to which they were paid.
7.5Modification or Assumption of Restricted Shares. Within the limitations of the Plan, the Administrator may modify or assume outstanding Restricted Shares or may accept the cancellation of outstanding restricted shares (whether granted by the Company or by another issuer) in return for the grant of new Restricted Shares for the same or a different number of shares or in return for the grant of a different type of Award. The foregoing notwithstanding, no modification of Restricted Shares shall, without the consent of the Participant, materially impair his or her rights or obligations under such Restricted Shares.
ARTICLE 8. RESTRICTED STOCK UNITS.
8.1Restricted Stock Unit Agreement. Each grant of Restricted Stock Units under the Plan shall be evidenced by a Restricted Stock Unit Agreement between the recipient and the Company. Such Restricted Stock Units shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Restricted Stock Unit Agreements entered into under the Plan need not be identical.
8.2Payment for Awards. To the extent that an Award is granted in the form of Restricted Stock Units, no cash consideration shall be required of the Award recipients.
8.3Vesting Conditions. Each Award of Restricted Stock Units may or may not be subject to vesting, as determined by the Administrator. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Restricted Stock Unit Agreement. Vesting conditions may include service-based conditions, performance-based conditions, such other conditions as the Administrator may determine, or any combination thereof. A Restricted Stock Unit Agreement may provide for accelerated vesting upon certain specified events.


8.4Voting and Dividend Rights. The holders of Restricted Stock Units shall have no voting rights. Prior to settlement or forfeiture, Restricted Stock Units awarded under the Plan may, at the Administrator’s discretion, provide for a right to dividend equivalents. Such right entitles the holder to be credited with an amount equal to all cash dividends paid on one Common Share while the Restricted Stock Unit is outstanding. Dividend equivalents may be converted into additional Restricted Stock Units. Settlement of dividend equivalents may be made in the form of cash, in the form of Common Shares, or in a combination of both. Prior to distribution, any dividend equivalents shall be subject to the same conditions and restrictions as the Restricted Stock Units to which they attach.
8.5Form and Time of Settlement of Restricted Stock Units. Settlement of vested Restricted Stock Units may be made in the form of (a) cash, (b) Common Shares or (c) any combination of both, as determined by the Administrator. The actual number of Restricted Stock Units eligible for settlement may be larger or smaller than the number included in the original Award, based on predetermined performance factors. Methods of converting Restricted Stock Units into cash may include (without limitation) a method based on the average value of Common Shares over a series of trading days. Vested Restricted Stock Units shall be settled in such manner and at such time(s) as specified in the Restricted Stock Unit Agreement. Until an Award of Restricted Stock Units is settled, the number of such Restricted Stock Units shall be subject to adjustment pursuant to Article 9.
8.6Death of Recipient. Any Restricted Stock Units that become payable after the recipient’s death shall be distributed to the recipient’s beneficiary or beneficiaries. Each recipient of Restricted Stock Units under the Plan may designate one or more beneficiaries for this purpose by filing the prescribed form with the Company. A beneficiary designation may be changed by filing the prescribed form with the Company at any time before the Award recipient’s death. If no beneficiary was designated or if no designated beneficiary survives the Award recipient, then any Restricted Stock Units that become payable after the recipient’s death shall be distributed to the recipient’s estate.
8.7Modification or Assumption of Restricted Stock Units. Within the limitations of the Plan, the Administrator may modify or assume outstanding restricted stock units or may accept the cancellation of outstanding restricted stock units (whether granted by the Company or by another issuer) in return for the grant of new Restricted Stock Units for the same or a different number of shares or in return for the grant of a different type of Award. The foregoing notwithstanding, no modification of a Restricted Stock Unit shall, without the consent of the Participant, materially impair his or her rights or obligations under such Restricted Stock Unit.
8.8Creditors’ Rights. A holder of Restricted Stock Units shall have no rights other than those of a general creditor of the Company. Restricted Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Restricted Stock Unit Agreement.
ARTICLE 9. ADJUSTMENTS; DISSOLUTIONS AND LIQUIDATIONS; CORPORATE TRANSACTIONS.
9.1Adjustments. In the event of a subdivision of the outstanding Common Shares, a declaration of a dividend payable in Common Shares, a combination or consolidation of the outstanding Common Shares (by reclassification or otherwise) into a lesser number of Common Shares or any other increase or decrease in the number of issued Common Shares effected without receipt of consideration by the Company, proportionate adjustments shall be made to the following:


(a)The number and kind of shares available for issuance under Article 3, including the numerical share limits in Articles 3.1 and 3.5;
(b)The number and kind of shares covered by each outstanding Option, SAR and Restricted Stock Unit; and/or
(c)The Exercise Price applicable to each outstanding Option and SAR, and the repurchase price, if any, applicable to Restricted Shares.
In the event of a declaration of an extraordinary dividend payable in a form other than Common Shares in an amount that has a material effect on the price of Common Shares, a recapitalization, a spin-off or a similar occurrence, the Administrator may make such adjustments as it, in its sole discretion, deems appropriate to the foregoing. Any adjustment in the number of shares subject to an Award under this Article 9.1 shall be rounded down to the nearest whole share, although the Administrator in its sole discretion may make a cash payment in lieu of a fractional share. Except as provided in this Article 9, a Participant shall have no rights by reason of any issuance by the Company of stock of any class or securities convertible into stock of any class, any subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class.
9.2Dissolution or Liquidation. To the extent not previously exercised or settled, Options, SARs and Restricted Stock Units shall terminate immediately prior to the dissolution or liquidation of the Company.
9.3Corporate Transactions. In the event that the Company is a party to a merger, consolidation, or a Change in Control (other than one described in Article 14.7(d)), all Common Shares acquired under the Plan and all Awards outstanding on the effective date of the transaction shall be treated in the manner described in the definitive transaction agreement (or, in the event the transaction does not entail a definitive agreement to which the Company is party, in the manner determined by the Administrator, with such determination having final and binding effect on all parties), which agreement or determination need not treat all Awards (or portions thereof) in an identical manner. Unless an Award Agreement provides otherwise, the treatment specified in the transaction agreement or by the Administrator may include (without limitation) one or more of the following with respect to each outstanding Award:
(a)The continuation of such outstanding Award by the Company (if the Company is the surviving entity);
(b)The assumption of such outstanding Award by the surviving entity or its parent, provided that the assumption of an Option or a SAR shall comply with applicable tax requirements;
(c)The substitution by the surviving entity or its parent of an equivalent award for such outstanding Award (including, but not limited to, an award to acquire the same consideration paid to the holders of Common Shares in the transaction), provided that the substitution of an Option or a SAR shall comply with applicable tax requirements;
(d)In the case of an Option or SAR, the cancellation of such Award without payment of any consideration. An Optionee shall be able to exercise his or her outstanding Option or SAR, to the extent such Option or SAR is then vested or becomes vested as of the effective time of the transaction, during a period of not less than five full business days preceding the closing date of the transaction, unless (i) a shorter period is required to permit a timely closing of the


transaction and (ii) such shorter period still offers the Optionee a reasonable opportunity to exercise such Option or SAR;
(e)The cancellation of such Award and a payment to the Participant with respect to each share subject to the portion of the Award that is vested or becomes vested as of the effective time of the transaction equal to the excess of (A) the value, as determined by the Administrator in its absolute discretion, of the property (including cash) received by the holder of a Common Share as a result of the transaction, over (if applicable) (B) the per-share Exercise Price of such Award (such excess, if any, the “Spread”).  Such payment shall be made in the form of cash, cash equivalents, or securities of the surviving entity or its parent having a value equal to the Spread.  In addition, any escrow, holdback, earn-out or similar provisions in the transaction agreement may apply to such payment to the same extent and in the same manner as such provisions apply to the holders of Common Shares.  If the Spread applicable to an Award (whether or not vested) is zero or a negative number, then the Award may be cancelled without making a payment to the Participant. In the event that an Award is subject to Code Section 409A, the payment described in this clause (e) shall be made on the settlement date specified in the applicable Award Agreement, provided that settlement may be accelerated in accordance with Treasury Regulation Section 1.409A-3(j)(4); or
(f)The assignment of any reacquisition or repurchase rights held by the Company in respect of an Award of Restricted Shares to the surviving entity or its parent, with corresponding proportionate adjustments made to the price per share to be paid upon exercise of any such reacquisition or repurchase rights.
Unless an Award Agreement provides otherwise, each outstanding Award held by a Participant who remains a Service Provider as of the effective time of a merger, consolidation or Change in Control (other than one described in Article 14.7(d)) (a “Current Participant”) shall become fully vested and, if applicable, exercisable (with any performance-based vesting conditions applicable to an Award deemed achieved at 100% of target levels) immediately prior to the effective time of the transaction. However, the prior sentence shall not apply, and an outstanding Award shall not become vested and, if applicable, exercisable, if and to the extent the Award is continued, assumed or substituted as provided for in clauses (a), (b) or (c) above. In addition, the prior two sentences shall not apply to an Award held by a Participant who is not a Current Participant, unless an Award Agreement provides otherwise or unless the Company and the acquirer agree otherwise.
For avoidance of doubt, the Administrator shall have the discretion, exercisable either at the time an Award is granted or at any time while the Award remains outstanding, to provide for the acceleration of vesting upon the occurrence of a Change in Control, whether or not the Award is to be assumed or replaced in the transaction, or in connection with a termination of the Participant’s service following a transaction.
Any action taken under this Article 9.3 shall either preserve a Award’s status as exempt from Code Section 409A or comply with Code Section 409A.
ARTICLE 10. OTHER AWARDS.
Subject in all events to the limitations under Article 3 above as to the number of Common Shares available for issuance under this Plan, the Company may grant other forms of Awards not specifically described herein and may grant awards under other plans or programs, where such awards are settled in the form of Common Shares issued under this Plan. Such Common Shares shall be treated for all purposes under the Plan like Common Shares issued in settlement of


Restricted Stock Units and shall, when issued, reduce the number of Common Shares available under Article 3.
ARTICLE 11. LIMITATION ON RIGHTS.
11.1Retention Rights. Neither the Plan nor any Award granted under the Plan shall be deemed to give any individual a right to remain a Service Provider. The Company and its Parents, Subsidiaries and Affiliates reserve the right to terminate the service of any Service Provider at any time, with or without cause, subject to applicable laws, the Company’s certificate of incorporation and by-laws and a written employment agreement (if any).
11.2Stockholders’ Rights. Except as set forth in Article 7.4 or 8.4 above, a Participant shall have no dividend rights, voting rights or other rights as a stockholder with respect to any Common Shares covered by his or her Award prior to the time when a stock certificate for such Common Shares is issued or, if applicable, the time when he or she becomes entitled to receive such Common Shares by filing any required notice of exercise and paying any required Exercise Price. No adjustment shall be made for cash dividends or other rights for which the record date is prior to such time, except as expressly provided in the Plan.
11.3Regulatory Requirements. Any other provision of the Plan notwithstanding, the obligation of the Company to issue Common Shares under the Plan shall be subject to all applicable laws, rules and regulations and such approval by any regulatory body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of Common Shares pursuant to any Award prior to the satisfaction of all legal requirements relating to the issuance of such Common Shares, to their registration, qualification or listing or to an exemption from registration, qualification or listing. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed necessary by the Company’s counsel to be necessary to the lawful issuance and sale of any Common Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Common Shares as to which such requisite authority will not have been obtained.
11.4Transferability of Awards. The Administrator may, in its sole discretion, permit transfer of an Award in a manner consistent with applicable law. Unless otherwise determined by the Administrator, Awards shall be transferable by a Participant only by (a) beneficiary designation, (b) a will or (c) the laws of descent and distribution; provided that, in any event, an ISO may only be transferred by will or by the laws of descent and distribution and may be exercised during the lifetime of the Optionee only by the Optionee or by the Optionee’s guardian or legal representative
11.5Recoupment Policy. All Awards granted under the Plan, all amounts paid under the Plan and all Common Shares issued under the Plan shall be subject to recoupment, clawback or recovery by the Company in accordance with applicable law and with Company policy (whenever adopted) regarding same, whether or not such policy is intended to satisfy the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Sarbanes-Oxley Act, or other applicable law, as well as any implementing regulations and/or listing standards thereunder.
11.6Other Conditions and Restrictions on Common Shares. Any Common Shares issued under the Plan shall be subject to such forfeiture conditions, rights of repurchase, rights of first refusal, other transfer restrictions and such other terms and conditions as the Administrator may determine. Such conditions and restrictions shall be set forth in the applicable Award Agreement and shall apply in addition to any restrictions that may apply to holders of Common Shares generally. In addition, Common Shares issued under the Plan shall be subject to such conditions and restrictions imposed either by applicable law or by Company policy, as adopted


from time to time, designed to ensure compliance with applicable law or laws with which the Company determines in its sole discretion to comply including in order to maintain any statutory, regulatory or tax advantage.
ARTICLE 12. TAXES.
12.1General. It is a condition to each Award under the Plan that a Participant or his or her successor shall make arrangements satisfactory to the Company for the satisfaction of any federal, state, local or foreign withholding tax obligations that arise in connection with any Award granted under the Plan. The Company shall not be required to issue any Common Shares or make any cash payment under the Plan unless such obligations are satisfied.
12.2Share Withholding. To the extent that applicable law subjects a Participant to tax withholding obligations, the Administrator may permit such Participant to satisfy all or part of such obligations by having the Company withhold all or a portion of any Common Shares that otherwise would be issued to him or her or by surrendering all or a portion of any Common Shares that he or she previously acquired. Such Common Shares shall be valued on the date when they are withheld or surrendered. Any payment of taxes by assigning Common Shares to the Company may be subject to restrictions including any restrictions required by the SEC, accounting or other rules.
12.3Section 409A Matters. Except as otherwise expressly set forth in an Award Agreement, it is intended that Awards granted under the Plan either be exempt from, or comply with, the requirements of Code Section 409A. To the extent an Award is subject to Code Section 409A (a “409A Award”), the terms of the Plan, the Award and any written agreement governing the Award shall be interpreted to comply with the requirements of Code Section 409A so that the Award is not subject to additional tax or interest under Code Section 409A, unless the Administrator expressly provides otherwise. A 409A Award shall be subject to such additional rules and requirements as specified by the Administrator from time to time in order for it to comply with the requirements of Code Section 409A. In this regard, if any amount under a 409A Award is payable upon a “separation from service” to an individual who is considered a “specified employee” (as each term is defined under Code Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six months and one day after the Participant’s separation from service or (ii) the Participant’s death, but only to the extent such delay is necessary to prevent such payment from being subject to Code Section 409A(a)(1).
12.4Limitation on Liability. Neither the Company nor any person serving as Administrator shall have any liability to a Participant in the event an Award held by the Participant fails to achieve its intended characterization under applicable tax law.
ARTICLE 13. FUTURE OF THE PLAN.
13.1Term of the Plan. The Plan, as set forth herein, shall become effective on the date of its adoption by the Board, subject to approval of the Company’s stockholders under Article 13.3 below. The Plan shall terminate automatically 10 years after the date when the Board adopted the Plan.
13.2Amendment or Termination. The Board may, at any time and for any reason, amend or terminate the Plan. No Awards shall be granted under the Plan after the termination thereof. The termination of the Plan, or any amendment thereof, shall not affect any Award previously granted under the Plan.
13.3Stockholder Approval. To the extent required by applicable law, the Plan will be subject to the approval of the Company’s stockholders within 12 months of its adoption date.


An amendment of the Plan shall be subject to the approval of the Company’s stockholders only to the extent required by applicable laws, regulations or rules.
ARTICLE 14. DEFINITIONS.
1.1“Administrator” means the Board or any Committee administering the Plan in accordance with Article 2.
1.2“Affiliate” means any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries own not less than 50% of such entity.
1.3“Award” means any award granted under the Plan, including as an Option, a SAR, a Restricted Share award, a Restricted Stock Unit award or another form of equity-based compensation award.
1.4“Award Agreement” means a Stock Option Agreement, a SAR Agreement, a Restricted Stock Agreement, a Restricted Stock Unit Agreement or such other agreement evidencing an Award granted under the Plan.
1.5“Board” means the Company’s Board of Directors, as constituted from time to time and, where the context so requires, reference to the “Board” may refer to a Committee to whom the Board has delegated authority to administer any aspect of this Plan.
1.6“Business Combination Date” means the date of the closing of the merger, as contemplated by that business combination agreement and plan of reorganization, dated as of September 23, 2020, by and among Switchback Energy Acquisition Corporation, Lightening Merger Sub Inc. and ChargePoint, Inc.
1.7“Change in Control” means:
(a)Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company’s then-outstanding voting securities;
(b)The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets;
(c)The consummation of a merger or consolidation of the Company with or into any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation; or
(d)Individuals who are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board over a period of 12 months; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board.


A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction. In addition, if a Change in Control constitutes a payment event with respect to any Award which provides for a deferral of compensation and is subject to Code Section 409A, then notwithstanding anything to the contrary in the Plan or applicable Award Agreement the transaction with respect to such Award must also constitute a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Code Section 409A.
14.8“Code” means the Internal Revenue Code of 1986, as amended.
14.9“Committee” means a committee of one or more members of the Board, or of other individuals satisfying applicable laws, appointed by the Board to administer the Plan.
14.10“Common Share” means one share of the Company’s Class A Common Stock.
14.11“Company” means ChargePoint Holdings, Inc., a Delaware corporation.
14.12“Consultant” means a consultant or adviser who provides bona fide services to the Company, a Parent, a Subsidiary or an Affiliate as an independent contractor and who qualifies as a consultant or advisor under Instruction A.1.(a)(1) of Form S-8 under the Securities Act.
14.13“Employee” means a common-law employee of the Company, a Parent, a Subsidiary or an Affiliate.
14.14“Exchange Act” means the Securities Exchange Act of 1934, as amended.
14.15“Exercise Price,” in the case of an Option, means the amount for which one Common Share may be purchased upon exercise of such Option, as specified in the applicable Stock Option Agreement. “Exercise Price,” in the case of a SAR, means an amount, as specified in the applicable SAR Agreement, which is subtracted from the Fair Market Value of one Common Share in determining the amount payable upon exercise of such SAR.
14.16“Fair Market Value” means the closing price of a Common Share on any established stock exchange or a national market system on the applicable date or, if the applicable date is not a trading day, on the last trading day prior to the applicable date, as reported in a source that the Administrator deems reliable. If Common Shares are not traded on an established stock exchange or a national market system, the Fair Market Value shall be determined by the Administrator in good faith on such basis as it deems appropriate. The Administrator’s determination shall be conclusive and binding on all persons. Notwithstanding the foregoing, the determination of Fair Market Value in all cases shall be in accordance with the requirements set forth under Section 409A of the Code to the extent necessary for an Award to comply with, or be exempt from, Section 409A of the Code.
14.17“ISO” means an incentive stock option described in Code Section 422(b).
14.18“NSO” means a stock option not described in Code Sections 422 or 423.
14.19“Option” means an ISO or NSO granted under the Plan and entitling the holder to purchase Common Shares.


14.20“Optionee” means an individual or estate holding an Option or SAR.
14.21“Outside Director” means a member of the Board who is not an Employee.
14.22“Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date.
14.23“Participant” means an individual or estate holding an Award.
14.24“Plan” means this ChargePoint Holdings, Inc. 2021 Equity Incentive Plan, as amended from time to time.
14.25“Predecessor Plans” means the ChargePoint, Inc. 2017 Stock Plan, as amended, and the ChargePoint, Inc. 2007 Stock Incentive Plan, as amended.
14.26“Restricted Share” means a Common Share awarded under Article 7 of the Plan.
14.27“Restricted Stock Agreement” means the agreement consistent with the terms of the Plan between the Company and the recipient of a Restricted Share that contains the terms, conditions and restrictions pertaining to such Restricted Share.
14.28“Restricted Stock Unit” means a bookkeeping entry representing the equivalent of one Common Share, as awarded under the Plan.
14.29“Restricted Stock Unit Agreement” means the agreement consistent with the terms of the Plan between the Company and the recipient of a Restricted Stock Unit that contains the terms, conditions and restrictions pertaining to such Restricted Stock Unit.
14.30“SAR” means a stock appreciation right granted under the Plan.
14.31“SAR Agreement” means the agreement consistent with the terms of the Plan between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to his or her SAR.
14.32“Securities Act” means the Securities Act of 1933, as amended.
14.33“Service Provider” means any individual who is an Employee, Outside Director or Consultant, including any prospective Employee, Outside Director or Consultant who has accepted an offer of employment or service and will be an Employee, Outside Director or Consultant after the commencement of their service.
14.34“Stock Option Agreement” means the agreement consistent with the terms of the Plan between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to his or her Option.
14.35“Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total


combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.
14.36“Substitute Awards” means Awards or Common Shares issued by the Company in assumption of, or substitution or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a corporation acquired by the Company or any Affiliate or with which the Company or any Affiliate combines to the extent permitted by the applicable exchange listing requirements.
ARTICLE 15. LANGUAGE
15.1The parties hereto acknowledge that they have requested and are satisfied that this document and all related documents be drawn up in the English language. Les parties aux présentes reconnaissent avoir requis que le présent document et les documents qui y sont liés soient rédigés en anglais.



ChargePoint Holdings, Inc.
2021 Equity Incentive Plan
Notice of Restricted Stock Unit Award
You have been granted Restricted Stock Units (“RSUs”), each representing the right to receive one share of the Common Stock of ChargePoint Holdings, Inc. (the “Company”) on the following terms and conditions:
Name of Recipient:    ___________________________________________
Total Number of RSUs Granted:    ___________________________________________
Date of Grant:    ___________________________________________
Vesting Commencement Date:    ___________________________________________
Vesting Schedule:    ___________________________________________
You and the Company agree that these RSUs are granted under and governed by the terms and conditions of the Company’s 2021 Equity Incentive Plan (the “Plan”) and the Restricted Stock Unit Agreement (including, if applicable, the Appendix for Non-U.S. Participants), both of which are attached to, and made a part of, this document. Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Plan.
The Company may, in its sole discretion, decide to deliver any documents related to RSUs awarded under the Plan, future RSUs that may be awarded under the Plan (if any) and all documents that the Company is required to deliver to security holders (including annual reports and proxy statements) by email or other electronic means (including posting them on a website maintained by the Company or a third party under contract with the Company). You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company. You acknowledge that you may incur costs in connection with any such delivery by means of electronic transmission, including the cost of accessing the Internet and printing fees, and that an interruption of Internet access may interfere with your ability to access the documents.
You further agree to comply with the Company’s Insider Trading Policy when selling shares of the Company’s Common Stock.
YOU MUST EXPRESSLY ACCEPT THE TERMS AND CONDITIONS OF THIS RSU AWARD BY ELECTRONICALLY ACCEPTING THIS AWARD (IN THE MANNER INSTRUCTED BY THE COMPANY) ON OR BEFORE THE EARLIER OF (1) THE DATE THAT IS 90 DAYS AFTER THE DATE OF GRANT SET FORTH ABOVE OR (2) THE FIRST DATE ANY OF THESE RSUs WOULD VEST IN ACCORDANCE WITH THE VESTING SCHEDULE SET FORTH ABOVE. IF YOU DO NOT ACCEPT THIS AWARD BY SUCH DEADLINE, THIS RSU AWARD WILL AUTOMATICALLY TERMINATE AND BE CANCELLED AND YOU WILL HAVE NO RIGHTS TO THIS RSU AWARD.


CHARGEPOINT HOLDINGS, INC.
2021 EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
Grant of RSUs
Subject to all of the terms and conditions set forth in the Notice of Restricted Stock Unit Award (the “Grant Notice”), this Restricted Stock Unit Agreement (including, if applicable, the Appendix for Non-U.S. Participants) (the “Agreement”) and the Plan, the Company has granted to you the number of RSUs set forth in the Grant Notice.
All capitalized terms used in this Agreement shall have the meanings assigned to them in this Agreement, the Grant Notice or the Plan.
Nature of RSUsYour RSUs are bookkeeping entries. They represent only the Company’s unfunded and unsecured promise to issue shares of the Company’s Common Stock on a future date. As a holder of RSUs, you have no rights other than the rights of a general creditor of the Company.
Payment for RSUsNo payment is required for the RSUs that you are receiving.
Vesting
The RSUs vest in accordance with the vesting schedule set forth in the Grant Notice.
In no event will any additional RSUs vest after your Service has terminated for any reason unless expressly provided in a written agreement between you and the Company.
The Company determines whether and when your Service terminates for all purposes of your RSUs.
Termination of Service/ForfeitureIf your Service terminates for any reason, then your RSUs will be forfeited to the extent that they have not vested before the termination date and do not vest as a result of the termination of your Service. This means that any RSUs that have not vested under this Agreement will be cancelled immediately. You will receive no payment for RSUs that are forfeited.


Leaves of Absence and Part-Time Work
For purposes of this award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company in writing. However, except as otherwise determined by the Company, your Service terminates when the approved leave ends, unless you immediately return to active work.
If you go on an unpaid leave of absence that lasts more than thirty days, then, to the extent permitted by applicable law, the vesting schedule specified in the Grant Notice will be suspended on the thirty-first day of such unpaid leave, and this award will not vest with respect to any additional RSUs during the remainder of such leave. Vesting will resume when you return to active Service. If you go on a paid leave of absence, the vesting schedule specified in the Grant Notice may be suspended and/or adjusted in accordance with the Company’s leave of absence policy or the terms of your leave.
If you commence working on a part-time basis, the Company may adjust the vesting schedule so that the rate of vesting is commensurate with your reduced work schedule.
Settlement of RSUs
Each RSU will be settled as soon as practicable on or following the date when it vests, but in any event within 60 days following the vesting date (unless you and the Company have agreed in writing to a later settlement date pursuant to procedures the Company may prescribe at its discretion). In no event will you be permitted, directly or indirectly, to specify the taxable year of settlement of any RSUs subject to this award.
At the time of settlement, you will receive one share of the Company’s Common Stock for each vested RSU.
No fractional shares will be issued upon settlement.
Section 409A
Unless you and the Company have agreed to a deferred settlement date (pursuant to procedures that the Company may prescribe at its discretion), settlement of these restricted stock units is intended to be exempt from the application of Code Section 409A pursuant to Treasury Regulation 1.409A-1(b)(4) and shall be administered and interpreted in a manner that complies with such exception.
Notwithstanding the foregoing, if it is determined that settlement of these RSUs is not exempt from Code Section 409A and the Company determines that you are a “specified employee,” as defined in the regulations under Code Section 409A at the time of your “separation from service,” as defined in Treasury Regulation Section 1.409A-1(h), then this paragraph will apply. If this paragraph applies, and the event triggering settlement is your “separation from service,” then any RSUs that otherwise would have been settled during the first six months following your “separation from service” will instead be settled on the first business day following the earlier of (i) the six-month anniversary of your separation from service or (ii) your death.
Each installment of RSUs that vests is hereby designated as a separate payment for purposes of Code Section 409A.


No Voting Rights or DividendsYour RSUs carry neither voting rights nor rights to cash dividends. You have no rights as a stockholder of the Company unless and until your RSUs are settled by issuing shares of the Company’s Common Stock.
RSUs Nontransferable
You may not sell, transfer, assign, pledge or otherwise dispose of any RSUs. For instance, you may not use your RSUs as security for a loan.
In addition, regardless of any marital property settlement agreement, the Company is not obligated to recognize your former spouse’s interest in your RSUs in any way.
Beneficiary Designation
You may dispose of your RSUs in a written beneficiary designation if authorized by the Company and to the extent such beneficiary designation is valid under applicable law. Any beneficiary designation must be filed with the Company on the proper form. It will be recognized only if it has been received at the Company’s headquarters before your death. If you file no beneficiary designation or if none of your designated beneficiaries survives you, then your estate will receive any vested RSUs that you hold at the time of your death.
Withholding Taxes
Regardless of any action the Company (or, if applicable, the Parent, Subsidiary or Affiliate employing or retaining you (the “Employer”)) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the participation in the Plan and legally applicable to you (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company and/or the Employer. You further acknowledge that the Company and the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant or vesting of the RSUs, the issuance of shares upon vesting of the RSUs, the subsequent sale of shares acquired pursuant to such vesting and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the RSUs or any aspect of the RSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to tax in more than one jurisdiction, you acknowledge that the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
No shares will be distributed to you unless you have made arrangements satisfactory to the Company and/or the Employer for the payment of any Tax-Related Items that the Company and/or the Employer determine must be withheld. In this regard, you authorize the Company, at its sole discretion, to satisfy your Tax-Related Items by one or a combination of the following:
•Withholding the amount of any Tax-Related Items from your wages or other cash compensation paid to you by the Company and/or the Employer.
•Instructing a brokerage firm selected by the Company for this purpose to sell on your behalf a number of whole shares of Company stock to be issued to you when the RSUs are settled that the Company determines are appropriate to generate cash proceeds sufficient to satisfy the Tax-Related Items. You acknowledge that the Company or its designee is under no obligation to arrange for such sale at any particular price. Regardless of whether the Company arranges for such sale, you will be responsible for all fees and other costs of sale, and you agree to indemnify and hold the Company harmless from any losses, costs, damages or expenses relating to any such sale.
•Withholding shares of Company stock that would otherwise be issued to you when the RSUs are settled equal in value to the Tax-Related Items. The fair market value of the withheld shares, determined as of the date when taxes otherwise would have been withheld in cash, will be applied to the Tax-Related Items.
•Any other means approved by the Company.
You agree to pay to the Company in cash any amount of Tax-Related Items that the Company does not elect to satisfy by the means described above. To the extent you fail to make satisfactory arrangements for the payment of any required withholding taxes, you will permanently forfeit the applicable RSUs.


Restrictions on Issuance
The Company will not issue any shares to you if the issuance of shares at that time would violate any law or regulation.
Notwithstanding any other provision in the Plan or this Agreement, unless there is an available exemption from registration, qualification or other legal requirement applicable to the shares of Company common stock, the Company shall not be required to issue any shares to you prior to the completion of any registration or qualification of the shares under any local, state, national or federal securities law or under rulings or regulations of the Securities and Exchange Commission (“SEC”) or of any other governmental body, or prior to obtaining any approval or other clearance from any local, state, national or federal governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. You understand that the Company is under no obligation to register or qualify the Company’s shares with the SEC or any state securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the shares.
Restrictions on ResaleYou agree not to sell any shares at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify.
No Retention RightsYour award or this Agreement does not give you the right to be retained by the Company, a Parent, Subsidiary, or an Affiliate in any capacity. The Company and its Parents, Subsidiaries, and Affiliates reserve the right to terminate your Service at any time, with or without cause.
AdjustmentsIn the event of a stock split, a stock dividend or a similar change in Company’s Common Stock, the number of your RSUs will be adjusted pursuant to the Plan.


Effect of Significant Corporate TransactionsIf the Company is a party to a merger, consolidation, or certain change in control transactions, then your RSUs will be subject to the applicable provisions of Article 9 of the Plan, provided that any action taken must either (a) preserve the exemption of your RSUs from Code Section 409A or (b) comply with Code Section 409A.
Recoupment PolicyThis award, and the shares acquired upon settlement of this award, shall be subject to any Company recoupment or clawback policy in effect from time to time.
Applicable Law
This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to its choice-of-law provisions).
The Plan and Other Agreements
The text of the Plan is incorporated in this Agreement by reference.
The Plan, this Agreement (including, if applicable, any Appendix for Non-U.S. Participants) and the Grant Notice constitute the entire understanding between you and the Company regarding this award. Any prior agreements, commitments or negotiations concerning this award are superseded. This Agreement may be amended only by another written agreement between the parties.
LanguageThe parties hereto acknowledge that they have requested and are satisfied that this document and all related documents be drawn up in the English language.
BY ACCEPTING THIS RSU AWARD, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN (INCLUDING THE TERMS OF ANY APPLICABLE APPENDIX INCORPORATED HEREIN BY REFERENCE).




CHARGEPOINT HOLDINGS, INC.
2021 EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
APPENDIX FOR NON-U.S. PARTICIPANTS
This Appendix for Non-U.S. Participants (the “Appendix”)constitutes part of the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Agreement and/or the Plan.
Terms and Conditions
Part I of this Appendix contains additional terms and conditions that, together with the Plan and the Agreement, govern the RSUs if you work and/or resides in (or are otherwise considered subject to the laws of) a country other than the United States.
Part II of this Appendix includes additional terms and conditions that govern the RSUs granted to you under the Plan if you work and/or reside in (or are otherwise considered subject to the laws of) one of the countries listed below. If you are a citizen or resident of a country other than the one in which you currently are working and/or residing (or if you are considered as such for local law purposes), or if you transfer employment and/or residence to another country after the RSU grant, you acknowledge and agree that the Company, in its discretion, will determine the extent to which the terms and conditions herein will be applicable to you.
Notifications
This Appendix also includes information regarding securities laws, foreign asset/account reporting and certain other issues of which you should be aware with respect to your participation in the Plan. The information is based on the securities, foreign asset/account reporting and other laws in effect in the respective countries as of April 2021. Such laws are often complex and change frequently. As a result, you should not rely on the information in this Appendix as the only source of information relating to the consequences of participation in the Plan because the information included herein may be out of date at the time that you vest in the RSUs, acquire shares of the Company’s Common Stock under the Plan, or subsequently sell such shares.
In addition, the information contained herein is general in nature and may not apply to your particular situation and the Company is not in a position to assure you of any particular result. Accordingly, you should seek appropriate professional advice as to how the relevant laws in the your country may apply to your individual situation.
Finally, if you are a citizen or resident of a country other than the one in which you currently are working and/or residing (or if you are considered as such for local law purposes), or if you transfer employment and/or residence to another country after the RSU grant, the information contained herein may not be applicable to you in the same manner.


PART I - GENERAL NON-U.S. TERMS AND CONDITIONS
(1)    Nature of Grant. In accepting the grant, you acknowledge, understand and agree that:
a.the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
b.the grant of the RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past;
c.all decisions with respect to future RSUs or other grants, if any, will be at the sole discretion of the Company;
d.the RSU grant and your participation in the Plan shall not create a right to employment or other service relationship with the Company;
e.the RSU grant and your participation in the Plan shall not be interpreted as forming or amending an employment or service contract with the Company or the Employer, and shall not interfere with the ability of the Company, the Employer or any Subsidiary or
Affiliate of the Company, as applicable, to terminate your Service;
f.you are voluntarily participating in the Plan;
g.the RSUs and the shares of the Company’s Common Stock subject to the RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation;
h.the RSUs and the shares of the Company’s Common Stock subject to the RSUs, and the income from and value of same, are not part of normal or expected compensation for purposes of, including but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
i.unless otherwise agreed with the Company in writing, the RSUs and the shares of the Company’s Common Stock subject to the RSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a Subsidiary of the Company;
j.the future value of the underlying shares of the Company’s Common Stock is unknown, indeterminable and cannot be predicted with certainty;
k.no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the termination of your Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any);


l.for purposes of the RSUs, your Service will be considered terminated as of the date you are no longer actively providing services to the Company, the Employer or any of the other Subsidiaries or Affiliates of the Company (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and such date will not be extended by any notice period (e.g., your period of employment would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); and
m.neither the Company, the Employer nor any other Subsidiary or Affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any shares of the Company’s Common Stock acquired upon settlement.
(2)No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying shares of the Company’s Common Stock. You should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.
(3)Data Privacy Consent. You hereby declare that you agree with the data processing practices described herein and consent to the collection, processing and use of Personal Data (as defined below) by the Company and the transfer of Personal Data to the recipients mentioned herein, including recipients located in countries which do not adduce an adequate level of protection from a European (or other non-U.S.) data protection law perspective, for the purposes described herein.
a.Declaration of Consent. You understand that you must review the following information about the processing of Personal Data by or on behalf of the Company or the Employer as described in the Agreement and any materials related to your eligibility to participate in the Plan and declare your consent. As regards the processing of your Personal Data in connection with the Plan, you understand that the Company is the controller of your Personal Data.
b.Data Processing and Legal Basis. The Company collects, uses and otherwise processes certain information about you for purposes of implementing, administering and managing the Plan. You understand that this information may include, without limitation, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number, salary, nationality, job title, any shares of stock or common directorships held in the Company, details of all equity awards or any other entitlement to


shares of Common Stock or equivalent benefits awarded, canceled, exercised, vested, unvested or outstanding in your favor (the “Personal Data”). The legal basis for the processing of your Personal Data, where required, is your consent.
a.Stock Plan Administration Service Providers. You understand that the Company transfers your Personal Data, or parts thereof, to E*Trade Financial Corporate Services, Inc. (“E*Trade”), an independent service provider based in the U.S., which assists the Company with the implementation, administration and management of the Plan. In the future, the Company may select different service providers and share your Personal Data with such different service providers that serve the Company in a similar manner. The Company’s service providers will open an account for you to receive and trade shares of the Company’s Common Stock acquired under the Plan and you may be asked to agree on separate terms and data processing practices with the service provider, which is a condition of any ability to participate in the Plan.
b.International Data Transfers. As of the date hereof, any third parties assisting in the implementation, administration and management of the Plan, such as E*Trade, are based in the U.S. The Company is based in the U.S. If you are located outside the U.S., your country may have enacted data privacy laws that are different from the laws of the U.S. The Company’s legal basis for the transfer of Personal Data is your consent.
c.Data Retention. The Company will process your Personal Data only as long as is necessary to implement, administer and manage your participation in the Plan, or to comply with legal or regulatory obligations, including under tax, exchange control, labor and securities laws. In the latter case, you understand and acknowledge that the Company’s legal basis for the processing of your Personal Data would be compliance with the relevant laws or regulations. When the Company no longer needs Personal Data for any of the above purposes, you understand that the Company will remove it from its systems.
d.Voluntariness and Consequences of Denial/Withdrawal of Consent. You understand that any participation in the Plan and your consent are purely voluntary. You may deny or later withdraw your consent at any time, with future effect and for any or no reason. If you deny or later withdraw your consent, the Company cannot offer participation in the Plan or grant RSUs or other equity awards to you or administer or maintain such awards, and you will not be eligible to participate in the Plan. You further understand that denial or withdrawal of your consent would not affect your employment or service relationship and that you would merely forfeit the opportunities associated with the Plan.
e.Data Subject Rights. You understand that data subject rights regarding the processing of personal data vary depending on the applicable law and that, depending on where you are based and subject to the conditions set out in the applicable law, you may have, without limitation, the rights to (i) inquire whether and what kind of Personal Data the Company holds about you and how


it is processed, and to access or request copies of such Personal Data, (ii) request the


correction or supplementation of Personal Data about you that is inaccurate, incomplete or out-of-date in light of the purposes underlying the processing, (iii) obtain the erasure of Personal Data no longer necessary for the purposes underlying the processing, (iv) request the Company to restrict the processing of your Personal Data in certain situations where you feel its processing is inappropriate, (v) object, in certain circumstances, to the processing of Personal Data for legitimate interests, and to (vi) request portability of your Personal Data that you have actively or passively provided to the Company (which does not include data derived or inferred from the collected data), where the processing of such Personal Data is based on consent or your employment or service relationship and is carried out by automated means. In case of concerns, you also may have the right to lodge a complaint with the competent local data protection authority. Further, to receive clarification of, or to exercise any of, your rights, you understand you should contact your local human resources representative.
(4)Venue. Any and all disputes relating to, concerning or arising from the Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the RSUs or the Agreement, shall be brought and heard exclusively in the courts of Santa Clara, California or the federal courts of the United States for the Northern District of California. Each of the parties hereby represents and agrees that such party is subject to the personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute, and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.
(5)Compliance with Law. Notwithstanding any other provision of the Plan or the Agreement, you agree that the Company shall have unilateral authority to amend the Agreement without your consent to the extent necessary to comply with securities or other laws applicable to issuance of shares.
(6)Severability. The provisions of the Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
(7)Imposition of Other Requirements. The Company reserves the right to impose other requirements on your participation in the Plan, on the RSUs and on any shares of the Company’s Common Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.


(1)Waiver. You acknowledge that a waiver by the Company of breach of any provision of the Agreement shall not operate or be construed as a waiver of any other provision of the Agreement, or of any subsequent breach by you or any other Participant.
(2)Insider Trading/Market Abuse. You acknowledge that, depending on you or your broker’s country or where the Company shares are listed, you may be subject to insider trading restrictions and/or market abuse laws which may affect your ability to accept, acquire, sell or otherwise dispose of shares of the Company’s Common Stock, rights to shares (e.g., RSUs) or rights linked to the value of shares (e.g., phantom awards, futures) during such times you are considered to have “inside information” regarding the Company as defined in the laws or regulations in the applicable jurisdictions). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed
before you possessed inside information. Furthermore, you could be prohibited from (i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Keep in mind third parties includes fellow employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the Company’s Insider Trading Policy. You are responsible for complying with any restrictions and should speak to your personal advisor on this matter.
(3)Exchange Control, Foreign Asset/Account and/or Tax Reporting. Depending upon the country to which laws you are subject, you may have certain foreign asset/account and/or tax reporting requirements that may affect your ability to acquire or hold shares of the Company’s Common Stock under the Plan or cash received from participating in the Plan (including from any dividends or dividend equivalents or sale proceeds arising from the sale of shares of the Company’s Common Stock) in a brokerage or bank account outside your country of residence. Your country may require that you report such accounts, assets or transactions to the applicable authorities in your country. You also may be required to repatriate cash received from participating in the Plan to your country within a certain period of time after receipt. You are responsible for knowledge of and compliance with any such regulations and should speak with your personal tax, legal and financial advisors regarding same.


PART II - COUNTRY-SPECIFIC TERMS AND CONDITIONS
AUSTRIA
Notifications
Exchange Control Information. If you hold securities (including shares of the Company’s Common Stock acquired under the Plan) or cash (including proceeds from the sale of shares of the Company’s Common Stock) outside of Austria, you may be subject to reporting obligations to the Austrian National Bank. If the value of the shares of the Company’s Common Stock meets or exceeds a certain threshold, you must report the securities held on a quarterly basis to the Austrian National Bank as of the last day of the quarter, on or before the 15th day of the month following the end of the calendar quarter. In all other cases, an annual reporting obligation applies and the report has to be filed as of December 31 on or before January 31 of the following year using the form P2. Where the cash amounts held outside of Austria meet or exceed a certain threshold, monthly reporting obligations apply as explained in the next paragraph.
If you sell your shares of the Company’s Common Stock, or receive any cash dividends, you may have exchange control obligations if you hold the cash proceeds outside of Austria. If the transaction volume of all your accounts abroad meets or exceeds a certain threshold, you must report to the Austrian National Bank the movements and balances of all accounts on a monthly basis, as of the last day of the month, on or before the 15th day of the following month, on the prescribed form (Meldungen SI-Forderungen und/oder SI-Verpflichtungen).
You should consult with your personal tax advisor to determine your personal reporting obligations.
BELGIUM
Notifications
Foreign Asset/Account Reporting Information. You are required to report any security or bank account (including brokerage accounts) you maintain outside of Belgium on your annual tax return. The first time you report the foreign security and/or bank account on your annual income tax return you will have to provide the National Bank of Belgium Central Contact Point with the account number, the name of the bank and the country in which the account was opened in a separate form. The form, as well as additional information on how to complete it, can be found on the website of the National Bank of Belgium (www.nbb.be) under the caption Kredietcentrales / Centrales des crédits.
CANADA


Terms and Conditions
Company’s Obligation to Pay. The following provision supplements the “Settlement of RSUs” section of the Agreement:
Notwithstanding the discretion of the Administrator to settle RSUs in cash, shares of the Company’s Common Stock or a combination of both as described in Article 8.5 of the Plan, vested RSUs shall be paid to you in shares of the Company’s Common Stock only.
Termination as a Service Provider. The following provisions replace Section 1(l) of Part I of this Appendix:
For purposes of the RSUs, your Service will terminate (regardless of the reason for such termination and whether or not later to be found invalid or unlawful, including for breaching employment laws in the jurisdiction where you provide Service or the terms of your Service agreement, if any) as of the date that is the earlier of (i) the date your Service ends, no matter how the termination arises, and (ii) the date you receive notice of termination of Service. In either case, the date shall exclude any period during which notice, pay in lieu of notice or related payments or damages are provided or required to be provided under local law. For greater certainty, you will not earn or be entitled to any pro-rated vesting for that portion of time before the date on which your right to vest terminates, nor will you be entitled to any compensation for lost vesting.
Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued participation in the Plan during a statutory notice period, you acknowledge that your right to participate in the Plan, if any, will terminate effective as of the last day of your minimum statutory notice period, but you will not earn or be entitled to pro-rata vesting if the vesting date falls after the end of your statutory notice period, nor will you be entitled to any compensation for lost vesting.
The following provisions apply if you reside in Quebec:
Language Consent. The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.
Consentement Relatif à la Langue. Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à, la présente convention.
Notifications
Securities Law Information. You are permitted to sell shares of the Company’s Common Stock acquired under the Plan through the designated broker appointed under the Plan, if any, provided the sale of the shares of the Company’s Common Stock takes place outside of Canada through the


facilities of a stock exchange on which the shares of the Company’s Common Stock are listed (i.e., the New York Stock Exchange).
FRANCE
Terms and Conditions
Language Consent. By accepting the award of RSUs, you confirm having read and understood the documents relating to the grant (the Plan, this Agreement and this Appendix) which were provided in English language. You accept the terms of those documents accordingly.
Consentement Relatif à la Langue. En acceptant l’attribution, vous confirmez ainsi avoir lu et compris les documents relatifs à cette attribution (le Plan, le contrat et cette Annexe) qui ont été communiqués en langue anglaise. Vous acceptez les termes en connaissance de cause.
Notifications
Tax Information. The RSUs are not intended to be eligible for specific tax and/or social security treatment in France under Sections L. 225-197-1 to 225-197-5 and Sections L. 22-10-59 to L. 2210-60 of the French Commercial Code, as amended, for the grant of French-qualified restricted stock units.
GERMANY
Notifications
Exchange Control Information. Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank. In case of payments in connection with securities (including proceeds realized upon the sale of shares of the Company’s Common Stock or from the receipt of any dividends paid on such shares of the Company’s Common Stock), the report must be made by the fifth day of the month following the month in which the payment was received. The report must be filed electronically. The form of report (“Allgemeine Meldeportal Statistik”) can be accessed via the Bundesbank’s website (www.bundesbank.de) and is available in both German and English. You are responsible for complying with applicable reporting requirements.
INDIA
Notifications
Exchange Control Information. You must repatriate the proceeds from the sale of shares of the Company’s Common Stock and any dividends received in relation to the shares of the Company’s Common Stock to India within a certain number of days after receipt. You must


maintain the foreign inward remittance certificate received from the bank where the foreign currency is


deposited in the event that the Reserve Bank of India or the Employer requests proof of repatriation. It is your responsibility to comply with applicable exchange control laws in India.
IRELAND
Notifications
Director Notification Obligation. Directors, shadow directors or secretaries of an Irish Subsidiary , whose interests in the Company represent more than 1% of the Company’s voting share capital, must notify the Irish Subsidiary in writing when (i) receiving or disposing of an interest in the Company (e.g., RSUs, shares of the Company’s Common Stock, etc.), (ii) becoming aware of the event giving rise to the notification requirement, or (iii) becoming a director or secretary if such an interest exists at the time. This notification requirement also applies with respect to the interests of a spouse or minor children of such individuals (whose interests will be attributed to the director, shadow director or secretary).
MEXICO
Terms and Conditions
Plan Document Acknowledgement. By accepting the RSUs, you acknowledge that you have received a copy of the Plan and the Agreement, which you have reviewed. You acknowledge further that you accept all the provisions of the Plan and the Agreement. You also acknowledge that you have read and specifically and expressly approve the terms and conditions set forth in Section 1 of the Appendix (“Nature of Grant”), which clearly provides as follows:
(1)Your participation in the Plan does not constitute an acquired right;
(2)The Plan, and your participation in the Plan, are offered by the Company on a wholly discretionary basis;
(3)Your participation in the Plan is voluntary; and
(4)The Company and its Parents, Subsidiaries and Affiliates are not responsible for any decrease in the value of any shares of Company Common Stock acquired at vesting and settlement of the RSUs.
Labor Law Policy and Acknowledgment. By accepting the RSUs, you expressly recognize that the Company, with registered offices at ChargePoint Holdings, Inc. 240 East Hacienda Avenue, Campbell CA, 95008, is solely responsible for the administration of the Plan, and that your participation in the Plan and acquisition of shares of Company common stock do not constitute an employment or service relationship between you and the Company since you are participating in the Plan on a wholly commercial basis and the employer in Mexico (“ChargePoint Mexico”) is your sole employer. Based on the foregoing, you expressly recognize that the Plan and the benefits that you may derive from participating in the Plan do not establish any rights between you and ChargePoint Mexico, and do not form part of the employment conditions and/or benefits provided by ChargePoint Mexico, and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of your Service.


You further understand that your participation in the Plan is as a result of a unilateral and discretionary decision of the Company; therefore, the Company reserves the absolute right to amend and/or discontinue your participation at any time without any liability to you.
Finally, you hereby declare that you do not reserve to yourself any action or right to bring any claim against the Company for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and you therefore grant a full and broad release to the Company, its Parents, Affiliates, Subsidiaries, branches, representative offices, shareholders, directors, officers, employees, agents, or legal representatives with respect to any claim that may arise.
Términos y Condiciones
Reconocimiento del Contrato. Al aceptar los Unidades, usted reconoce que ha recibido una copia del Plan y del Contrato con inclusión de este Apéndice, que le ha examinado. Usted reconoce, además, que usted acepta todas las disposiciones del Plan y del Contrato. Usted también reconoce que ha leído y, concretamente, y aprobar de forma expresa los términos y condiciones establecidos en la “Naturaleza del Otorgamiento” que claramente dispone lo siguiente:
(1)Su participación en el Plan no constituye un derecho adquirido;
(2)El Plan y su participación en el Plan se ofrecen por ChargePoint Holdings, Inc. en su totalidad sobre una base discrecional;
(3)Su participación en el Plan es voluntaria; y
(4)ChargePoint Holdings, Inc. y sus afiliadas no son responsables de ninguna disminución en el valor de las acciones adquiridas en la adquisición de los Unidades.
Reconocimiento de Ausencia de Relación Laboral y Declaración de la Política. Al aceptar los Unidades, usted reconoce que ChargePoint Holdings, Inc., con oficinas registradas en 240 East Hacienda Avenue, Campbell CA, 95008, Estados Unidos de América, es el único responsable de la administración del Plan. Además, usted acepta que su participación en el Plan, la concesión de los Unidades y cualquier adquisición de acciones en el marco del Plan no constituyen una relación laboral entre usted y ChargePoint Holdings, Inc. porque usted está participando en el Plan en su totalidad sobre una base comercial y su único empleador es una sociedad mercantil Mexicana (“ChargePoint-Mexico”). Derivado de lo anterior, usted expresamente reconoce que el Plan y los beneficios que pueden derivarse de la participación en el Plan no establece ningún derecho entre usted y su Empleador, ChargePoint-Mexico, y que no forman parte de las condiciones de empleo y / o prestaciones previstas por ChargePoint-Mexico, y cualquier modificación del Plan o la terminación de su contrato no constituirá un cambio o deterioro de los términos y condiciones de su empleo.
Además, usted entiende que su participación en el Plan es causada por una decisión discrecional y unilateral de ChargePoint, por lo que ChargePoint se reserva el derecho absoluto a modificar y/o suspender su participación en el Plan en cualquier momento, sin responsabilidad alguna para con usted.


Finalmente, usted manifiesta que no se reserva ninguna acción o derecho que origine una demanda en contra de Chargepoint, por cualquier compensación o daño en relación con cualquier disposición del plan o de los beneficios derivados del mismo, y en consecuencia usted otorga un amplio y total finiquito a Chargepoint, sus afiliadas, sucursales, oficinas de representación, sus accionistas, directores, agentes y representantes legales con respecto a cualquier demanda que pudiera surgir.
Notifications
Securities Law Information. The RSUs granted, and any shares of Company Common Stock acquired, under the Plan have not been registered with the National Register of Securities maintained by the Mexican National Banking and Securities Commission and cannot be offered or sold publicly in Mexico. In addition, the Plan, Agreement and any other document relating to the RSUs may not be publicly distributed in Mexico. These materials are addressed to you because of your existing relationship with the Company and these materials should not be reproduced or copied in any form. The offer contained in these materials does not constitute a public offering of securities, but rather a private placement of securities addressed specifically to certain service providers, and is made in accordance with the provisions of the Mexican Securities Market Law. Any rights under such offering shall not be assigned or transferred.
NETHERLANDS
There are no country-specific provisions.
PUERTO RICO
There are no country-specific provisions.
UNITED KINGDOM
Terms and Conditions
Company’s Obligation to Pay. The following provision supplements the “Settlement of RSUs” section of the Agreement:
Notwithstanding the discretion of the Administrator to settle RSUs in cash, shares of the Company’s Common Stock or a combination of both as described in Article 8.5 of the Plan, vested RSUs shall be paid to you in shares of the Company’s Common Stock only.
Responsibility for Taxes. The following provision supplements the “Withholding Taxes” section of the Agreement:
Without limitation to the “Withholding Taxes” section of the Agreement, you agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and


when requested by the Company or, if different, the Employer or by Her Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also agree to indemnify and keep indemnified the Company and, if different, the Employer against any TaxRelated Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on your behalf.
Notwithstanding the foregoing, if you are a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the immediately foregoing provision will not apply; instead, the amount of any uncollected Tax-Related Items may constitute a benefit to you on which additional income tax and National Insurance contributions (“NICs”) may be payable. You will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company and/or the Employer (as appropriate) the amount of any NICs due on this additional benefit, which may be obtained from you by the Company or the Employer at any time thereafter by any of the means referred to in the “Withholding Taxes” section of the Agreement.
Joint Election for Transfer of Liability for Employer National Insurance Contributions. If you are an employee and tax resident in the United Kingdom, the grant of the RSUs is conditional upon your agreement to accept liability for any secondary Class 1 national insurance contributions which may be payable by you in connection with any event giving rise to tax liability in relation to the RSUs (“Employer NICs”). The Employer NICs may be collected by the Company or the Employer using any of the methods described in the “Withholding Taxes” section of the Agreement. Without prejudice to the foregoing, you agree to execute a joint election with the Company or the Employer (a “Joint Election”), the form of such Joint Election being formally approved by HMRC, and any other consent or elections required to accomplish the transfer of the Employer NICs to you. You further agree to execute such other elections as may be required by any successor to the Company and/or the Employer for the purpose of continuing the effectiveness of your Joint Election. If you do not complete the Joint Election prior to vesting in the RSUs, or if approval of the Joint Election is withdrawn by HMRC and a new Joint Election is not entered into, the RSUs shall become null and void and may not be settled, without any liability to the Company or its Subsidiaries or Affiliates, including the Employer. You must enter into the Joint Election attached to this Appendix, concurrent with the execution of the Agreement, or at such subsequent time as may be designated by the Company.
Important Note on the Election to Transfer Employer NICs
If you are liable for National Insurance contributions (“NICs”) in the UK in connection with your participation in the ChargePoint Holdings, Inc. 2021 Equity Incentive Plan (the “Plan), you are required to enter into an Election to transfer to you any liability for employer’s NICs that may arise in connection with your participation in the Plan.
By entering into the Election:


•you agree that any employer’s NICs liability that may arise in connection with your participation in the Plan will be transferred to you;
•you authorise your employer to recover an amount sufficient to cover this liability by such methods including, but not limited to, deductions from your salary or other payments due or the sale of sufficient shares acquired pursuant to your awards; and
•you acknowledge that even if you have clicked on the “ACCEPT” box where indicated, the Company or your employer may still require you to sign a paper copy of this Election (or a substantially similar form) if the Company determines such is necessary to give effect to the Election.
Please read the Election carefully.
Please print and keep a copy of the Election for your records.

GDSVF&H\5275851.7

ChargePoint Holdings, Inc.
2021 Equity Incentive Plan
Notice of Stock Option Grant
You have been granted the following option to purchase shares of the Common Stock of ChargePoint Holdings, Inc. (the “Company”) on the terms and conditions set out below:
Name of Optionee:    ___________________________________________
Total Number of Shares:    ___________________________________________
Type of Option (U.S. Tax Status):    Nonstatutory Stock Option
Exercise Price per Share:    US$_______________________________________
Date of Grant:    ___________________________________________
Vesting Commencement Date:    ___________________________________________
Vesting Schedule:    ___________________________________________
Expiration Date:    _____________________. This option expires earlier if your Service terminates earlier, as described in the Stock Option Agreement, and may terminate earlier in connection with certain corporate transactions as described in Article 9 of the Plan.
You and the Company agree that this option is granted under and governed by the terms and conditions of the Company’s 2021 Equity Incentive Plan (the “Plan”) and the Stock Option Agreement (including, if applicable, the Appendix for Non-U.S. Participants), both of which are attached to, and made a part of, this document. Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Plan.
The Company may, in its sole discretion, decide to deliver any documents related to options awarded under the Plan, future options that may be awarded under the Plan and all other documents that the Company is required to deliver to security holders (including annual reports and proxy statements) by email or other electronic means (including by posting them on a website maintained by the Company or a third party under contract with the Company). You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company. You acknowledge that you may incur costs in connection with any such delivery by means of electronic transmission, including the cost of accessing the Internet and printing fees, and that an interruption of Internet access may interfere with your ability to access the documents.
You further agree to comply with the Company’s Insider Trading Policy when selling shares of the Company’s Common Stock.


ChargePoint Holdings, Inc.
2021 Equity Incentive Plan
Stock Option Agreement
Grant of Option
Subject to all of the terms and conditions set forth in the Notice of Stock Option Grant (the “Grant Notice”), this Stock Option Agreement (the “Agreement”) and the Plan, the Company has granted you an option to purchase up to the total number of shares specified in the Grant Notice at the exercise price indicated in the Grant Notice.
All capitalized terms used in this Agreement shall have the meanings assigned to them in this Agreement, the Grant Notice or the Plan.
U.S. Tax TreatmentThis option is intended to be a nonstatutory stock option, as provided in the Grant Notice.
Vesting
This option vests and becomes exercisable in accordance with the vesting schedule set forth in the Grant Notice.
In no event will this option vest or become exercisable for additional shares after your Service has terminated for any reason unless expressly provided in a written agreement between you and the Company.
Term of OptionThis option expires in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Date of Grant, as shown in the Grant Notice. (This option will expire earlier if your Service terminates earlier, as described below, and this option may be terminated earlier as provided in Article 9 of the Plan.)
Termination of ServiceIf your Service terminates for any reason, this option will expire to the extent it is unvested as of your termination date and does not vest as a result of your termination of Service. The Company determines whether and when your Service terminates for all purposes of this option.
Regular TerminationIf your Service terminates for any reason except death or total and permanent disability, then this option, to the extent vested as of your termination date, will expire at the close of business at Company headquarters on the date three months after your termination date.


DeathIf your Service terminates as a result of your death, then this option, to the extent vested as of the date of your death, will expire at the close of business at Company headquarters on the date twelve months after the date of death.
Disability
If your Service terminates because of your total and permanent disability, then this option, to the extent vested as of your termination date, will expire at the close of business at Company headquarters on the date six months after your termination date.
For all purposes under this Agreement, “total and permanent disability” means that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted, or can be expected to last, for a continuous period of not less than one year.
Leaves of Absence and Part-Time Work
For purposes of this option, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company in writing. However, except as otherwise determined by the Company, your Service terminates when the approved leave ends, unless you immediately return to active work.
If you go on an unpaid leave of absence that lasts more than 30 days, then, to the extent permitted by applicable law, the vesting schedule specified in the Grant Notice will be suspended on the thirty-first day of such unpaid leave, and this option will not vest or become exercisable with respect to any additional shares during the remainder of such leave. Vesting will resume when you return to active Service. If you go on a paid leave of absence, the vesting schedule specified in the Notice of Stock Option Grant may be adjusted and/or suspended in accordance with the Company’s leave of absence policy or the terms of your leave.
If you commence working on a part-time basis, the Company may adjust the vesting schedule so that the rate of vesting is commensurate with your reduced work schedule.


Restrictions on Exercise/Compliance with Law
The Company will not permit you to exercise this option if the issuance of shares at that time would violate any law or regulation.
Notwithstanding any other provision in the Plan or this Agreement, unless there is an available exemption from registration, qualification or other legal requirement applicable to the Company’s shares, the Company shall not be required to permit the exercise of this option and/or delivery of Company shares prior to the completion of any registration or qualification of the shares under any local, state, national or federal securities law or under rulings or regulations of the Securities and Exchange Commission (“SEC”) or of any other governmental body, or prior to obtaining any approval or other clearance from any local, state, national or federal governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. You understand that the Company is under no obligation to register or qualify the Company’s shares with the SEC or any state securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the shares.
Notice of Exercise
When you wish to exercise this option, you must notify the Company by filing the proper “Notice of Exercise” form at the address given on the form or, if the Company has designated a third party to administer the Plan, you must notify such third party in the manner such third party requires. Your notice must specify how many shares you wish to purchase. The notice will be effective when the Company receives it.
However, if you wish to exercise this option by executing a same-day sale (as described below), you must follow the instructions of the Company and the broker who will execute the sale.
If someone else wants to exercise this option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.
You may only exercise your option for whole shares.


Form of Payment
When you submit your notice of exercise, you must make arrangements for the payment of the option exercise price for the shares that you are purchasing. To the extent permitted by applicable law, payment may be made in one (or a combination of two or more) of the following forms:
•By delivering to the Company your personal check, a cashier’s check or a money order, or arranging for a wire transfer.
•By giving to a securities broker approved by the Company irrevocable directions to sell all or part of your option shares and to deliver to the Company, from the sale proceeds, an amount sufficient to pay the option exercise price and any Tax-Related Items (as defined below). (The balance of the sale proceeds, if any, will be delivered to you.) The directions must be given in accordance with the instructions of the Company and the broker. This exercise method is sometimes called a “same-day sale.”
The Company may permit other forms of payment in its discretion to the extent permitted by the Plan.
Withholding Taxes
Regardless of any action the Company (or, if applicable, the Parent, Subsidiary or Affiliate employing or retaining you (the “Employer”)) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the participation in the Plan and legally applicable to you (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company and/or the Employer. You further acknowledge that the Company and the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the options, including, but not limited to, the grant, vesting or exercise of the option, the issuance of shares upon exercise of the option, the subsequent sale of shares acquired pursuant to such exercise and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the option or any aspect of the option to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to tax in more than one jurisdiction, you acknowledge that the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
You will not be allowed to exercise this option unless you make arrangements acceptable to the Company and/or the Employer to pay any Tax-Related Items that the Company and/or the Employer determine must be withheld. These arrangements include payment in cash or via the same-day sale procedure described above. With the Company’s consent, these arrangements may also include (a) withholding shares of Company stock that otherwise would be issued to you when you exercise this option with a value equal to withholding taxes, (b) surrendering shares that you previously acquired with a value equal to the withholding taxes, or (c) withholding cash from other compensation. The value of withheld or surrendered shares, determined as of the date when taxes otherwise would have been withheld in cash, will be applied to the Tax-Related Items.


Restrictions on ResaleYou agree not to sell any option shares at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify.
Transfer of Option
Prior to your death, only you may exercise this option. You cannot transfer or assign this option. For instance, you may not sell this option or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid. You may, however, dispose of this option in your will or by means of a written beneficiary designation (if authorized by the Company and to the extent such beneficiary designation is valid under applicable law) which must be filed with the Company on the proper form; provided, however, that your beneficiary or a representative of your estate acknowledges and agrees in writing in a form reasonably acceptable to the Company, to be bound by the provisions of this Agreement and the Plan as if such beneficiary or representative of the estate were you.
Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your former spouse, nor is the Company obligated to recognize your former spouse’s interest in your option in any other way.
No Retention RightsYour option or this Agreement does not give you the right to be retained by the Company, a Parent, Subsidiary, or an Affiliate in any capacity. The Company and its Parents, Subsidiaries, and Affiliates reserve the right to terminate your Service at any time, with or without cause.
Stockholder RightsYou, or your estate or heirs, have no rights as a stockholder of the Company until you have exercised this option by giving the required notice to the Company, paying the exercise price, and satisfying any applicable Tax-Related Items. No adjustments are made for dividends or other rights if the applicable record date occurs before you exercise this option, except as described in the Plan.
Recoupment PolicyThis option, and the shares acquired upon exercise of this option, shall be subject to any Company recoupment or clawback policy in effect from time to time.
AdjustmentsIn the event of a stock split, a stock dividend or a similar change in Company’s Common Stock, the number of shares covered by this option and the exercise price per share will be adjusted pursuant to the Plan.


Effect of Significant Corporate TransactionsIf the Company is a party to a merger, consolidation, or certain change in control transactions, then this option will be subject to the applicable provisions of Article 9 of the Plan.
Applicable LawThis Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to its choice-of-law provisions).
The Plan and Other Agreements
The text of the Plan is incorporated in this Agreement by reference.
This Plan, this Agreement (including, if applicable, the Appendix for Non-U.S. Participants) and the Grant Notice constitute the entire understanding between you and the Company regarding this option. Any prior agreements, commitments or negotiations concerning this option are superseded. This Agreement may be amended only by another written agreement between the parties.
Language
The parties hereto acknowledge that they have requested and are satisfied that this document and all related documents be drawn up in the English language. Les parties aux présentes reconnaissent avoir requis que le présent document et les documents qui y sont liés soient rédigés en anglais.
BY ACCEPTING THIS OPTION GRANT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN (INCLUDING THE TERMS OF ANY APPLICABLE APPENDIX INCORPORATED HEREIN BY REFERENCE).









 EX-10.8 6 chargepoint10k2022ex108.htm EX-10.8 Document
EXHIBIT 10.8
ChargePoint Holdings, Inc.
2021 Employee Stock Purchase Plan
(As Adopted Effective on February 25, 2021)
(Approved by Stockholders on February 25, 2021)

ChargePoint Holdings, Inc.

2021 Employee Stock Purchase Plan
SECTION 1. PURPOSE OF THE PLAN.
The purpose of the Plan is to provide Eligible Employees with an opportunity to increase their proprietary interest in the success of the Company by purchasing Stock from the Company on favorable terms and to pay for such purchases through payroll deductions or other approved contributions.
SECTION 2. ADMINISTRATION OF THE PLAN.
(a)General. The Plan may be administered by the Board or one or more Committees to which the Board (or an authorized Board committee) has delegated authority. If administration is delegated to a Committee, the Committee shall have the powers theretofore possessed by the Board, including, to the extent permitted by applicable law, the power to delegate to a sub-committee any of the administrative powers the committee is authorized to exercise (and references in this Plan to either the Board or the Administrator shall hereafter also encompass the committee or subcommittee, as applicable). The Board may abolish the committee’s delegation at any time and the Board shall at all times also retain the authority it has delegated to the Committee. Each Committee shall comply with rules and regulations applicable to it, including under the rules of any exchange on which the Stock is traded, and shall have the authority and be responsible for such functions as have been assigned to it.
(b)Powers of the Administrator. Subject to the terms of the Plan, and in the case of a Committee, subject to the specific duties delegated to the Committee, the Administrator shall have the power to establish the terms and conditions of Offering Periods (which need not be identical) under the Plan, to interpret the Plan and make all other policy decisions relating to the operation of the Plan. The Administrator may adopt such rules, guidelines and forms as it deems appropriate to implement the Plan.
(c)Effects of Administrator’s Decisions. The Administrator’s decisions, determinations and interpretations shall be final and binding on all interested parties.
GDSVF&H\5272020.11

(d)Governing Law. The Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware (except its choice of law provisions).
SECTION 3. STOCK OFFERED UNDER THE PLAN.
(a)Authorized Shares. The number of shares of Stock available for issuance under the Plan shall be 5,400,000 shares of the Company’s Stock (subject to adjustment pursuant to Subsection (c) below), plus the additional shares described in Subsection (b) below. Shares of Stock issued pursuant to the Plan may be authorized but unissued shares or treasury shares.
(b)Annual Increase in Shares. On the first day of each March during the term of the Plan, commencing on March 1, 2021 and ending on (and including) March 1, 2040, the aggregate number of shares of Stock that may be issued under the Plan shall automatically increase by a number equal to the least of (i) one percent (1%) of the total number of shares of Stock actually issued and outstanding on the last day of the preceding month, (ii) 5,400,000 shares of Stock (subject to adjustment pursuant to Subsection (c) below), or (iii) a number of shares of Stock determined by the Board.
(c)Anti-Dilution Adjustments. In the event that any dividend or other distribution (whether in the form of cash, stock or other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification, repurchase, or exchange of Stock or other securities of the Company, or other similar change in the corporate structure of the Company affecting the Stock and effected without receipt or payment of consideration by the Company occurs, then in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, there will be a proportionate adjustment of the number and class of Stock that may be delivered under the Plan, the Purchase Price per share and the number and class of Stock covered by each option under the Plan which has not yet been exercised, and the numerical limits of Sections 3(a), 3(b)(ii) and 9(c).
(d)Reorganizations. In the event of a Corporate Reorganization, the outstanding rights to purchase Stock under any Offering Period then in progress may be continued, assumed or substituted by the surviving entity or its parent. If such acquirer refuses to continue, assume or substitute for any such rights, then a new Purchase Date for such Offering Period(s) will be set prior to the effective time of the Corporate Reorganization, the Participants’ accumulated contributions will be applied to purchase Stock on such date, and any such Offering Periods shall terminate immediately after such purchase. In the event a new Purchase Date is set under this Section 3(d), Participants will be given notice of the new Purchase Date. The Plan shall in no event be construed to restrict in any way the Company’s right to undertake a dissolution, liquidation, merger, consolidation or other reorganization.
SECTION 4. ENROLLMENT AND PARTICIPATION.
(a)Offering Periods and Purchase Periods.
(i) Base Offering Periods. The Administrator may from time to time establish Offering Periods (consisting of one or more Purchase Periods) of such frequency and duration as it may deem appropriate (the “Base Offering Periods”); provided that a Base Offering Period shall in no event be longer than 27 months (or such other period as may be imposed under applicable tax law). Each Base Offering Period shall contain such terms and conditions (consistent with the Plan) as the Administrator deems appropriate. Within the limits of the Plan, the Administrator may change the frequency, duration and other terms and conditions of the Base Offering
GDSVF&H\5272020.7

Periods as it deems appropriate from time to time. The Base Offering Periods are intended to qualify under Code Section 423.
(ii)Additional Offering Periods. At the discretion of the Administrator, additional Offering Periods (the “Additional Offering Periods”) may be conducted under the Plan including, if necessary or advisable in the sole discretion of the Administrator, under a separate sub-plan or sub-plans, permitting grants to Eligible Employees of certain Participating Companies (each, a “Sub-Plan”). Such Additional Offering Periods may be designed to achieve desired tax objectives in particular locations outside the United States or to comply with local laws applicable to offerings in such foreign jurisdictions and will not be intended to qualify under Code Section 423. The Administrator shall determine the commencement and duration of each Additional Offering Period, which may be consecutive or overlapping. The other terms and conditions of each Additional Offering Period shall be those set forth in this Plan document or in terms and conditions approved by the Administrator with respect to such Additional Offering Period (whether or not set forth in a written Sub-Plan), with such changes or additional features as the Administrator determines necessary to comply with local law. Each Additional Offering Period (whether or not set forth in a written Sub-Plan) shall be considered a separate plan from the Plan (the “Statutory Plan”). The total number of Shares authorized to be issued under the Plan as provided in Section 3 above applies in the aggregate to the Statutory Plan and any Additional Offering Period. Unless otherwise superseded by the terms and conditions approved by the Administrator with respect to an Additional Offering Period, the provisions of this Plan document shall govern the operation of any offering conducted hereunder.
(iii)Separate Offerings. Each Base Offering Period and each Additional Offering Period conducted under the Plan is intended to constitute a separate “offering” for purposes of Code Section 423.
(iv)Equal Rights and Privileges. To the extent an Offering Period is intended to qualify under Code Section 423, all participants in such Offering Period shall have the same rights and privileges with respect to their participation in such Offering Period in accordance with Code Section 423 and the regulations thereunder except for differences that may be mandated by local law and are consistent with the requirements of Code Section 423(b)(5).
(b)Enrollment. In the case of any individual who qualifies as an Eligible Employee on the first day of any Offering Period, he or she may elect to become a Participant on such day by filing the prescribed enrollment form with the Company. The enrollment form shall be filed in the prescribed manner during the applicable Enrollment Period for such Offering Period. The Administrator may establish other procedures for enrollment by Eligible Employees.
(c)Duration of Participation. Once enrolled in the Plan, a Participant shall continue to participate in the Plan until he or she:
(i) Reaches the end of the Offering Period or Purchase Period, as applicable, in which his or her employee contributions were discontinued under Section 5(c) or 9(b);
GDSVF&H\5272020.7

(ii)Withdraws from the Plan under Section 6(a); or
(iii)Ceases to be an Eligible Employee.
A Participant whose employee contributions were discontinued automatically under Section 9(b) shall automatically resume participation as described therein. In all other cases, a former Participant may again become a Participant, if he or she then is an Eligible Employee, by following the procedure described in Subsection (b) above.
(d)Applicable Offering Period. For purposes of calculating the Purchase Price under Section 8(b), the applicable Offering Period shall be determined as follows:
(i) Once a Participant is enrolled in the Plan for an Offering Period, such Offering Period shall continue to apply to him or her until the earliest of (A) the end of such Offering Period, (B) the end of his or her participation under Subsection (c) above, or (C) re-enrollment for a subsequent Offering Period under Paragraph (ii) or (iii) below.
(ii)Any other provision of the Plan notwithstanding, the Administrator (at its sole discretion) may determine prior to the commencement of any new Offering Period that all Participants shall be re-enrolled for such new Offering Period. In addition, the Administrator may structure an Offering Period so that in the event that the Fair Market Value of a Share on the first day of the Offering Period for which the Participant is enrolled is higher than on the first day of any subsequent Offering Period, the Participant shall automatically be re-enrolled for such subsequent Offering Period.
(iii)When a Participant reaches the end of an Offering Period but his or her participation is to continue, then such Participant shall automatically be re-enrolled for the Offering Period that commences immediately after the end of the prior Offering Period.
SECTION 5. EMPLOYEE CONTRIBUTIONS.
(a)Commencement of Payroll Deductions. A Participant may purchase shares of Stock under the Plan by means of payroll deductions implemented at the applicable Participating Company or (if so approved by the Administrator with respect to all Participants in a Base Offering Period) other approved contributions in form and substance satisfactory to the Administrator. Payroll deductions or other approved contributions shall commence as soon as reasonably practicable after the Company has received the prescribed enrollment form. In jurisdictions where payroll deductions are not permitted under local law, Participants may purchase shares of Stock by making contributions in the form that is acceptable and approved by the Administrator.
(b)Amount of Payroll Deductions. An Eligible Employee shall designate on the prescribed enrollment form the portion of his or her Compensation that he or she elects to have withheld for the purchase of Stock. Such portion shall be a whole percentage of the Eligible Employee’s Compensation, but not less than 1% nor more than 15% (or such lesser percentage established by the Administrator for an Offering Period).
(c)Reducing Withholding Rate or Discontinuing Payroll Deductions. If a Participant wishes to reduce his or her rate of payroll withholding, such Participant may do so by filing a new enrollment form with the Company in the manner prescribed by the Administrator. The
GDSVF&H\5272020.7

new withholding rate shall be effective as soon as reasonably practicable after the Company has received such form. The new withholding rate may be 0% or any whole percentage of the Participant’s Compensation, but not more than his or her old withholding rate. The Administrator may limit the number of times a Participant may elect to reduce his or her rate of withholding during any Offering Period and/or Purchase Period. Unless a different rule is established for an Offering Period, no Participant shall make more than one election under this Subsection (c) during any Purchase Period. (In addition, employee contributions may be discontinued automatically pursuant to Section 9(b).)
(d)Increasing Withholding Rate. Unless the Administrator establishes a different rule for an Offering Period, a Participant may not increase his or her rate of payroll withholding during a Purchase Period. If a Participant wishes to increase his or her rate of payroll withholding, such Participant may do so by filing a new enrollment form with the Company at least fifteen (15) calendar days prior to commencement of a Purchase Period (or such other period as is specified by the Administrator). The new withholding rate shall be effective on the first day of the next-upcoming Purchase Period in which the Participant participates. The new withholding rate may be any whole percentage of the Participant’s Compensation, but not less than 1% nor more than the maximum amount established for the Offering Period.
SECTION 6. WITHDRAWAL FROM THE PLAN.
(a)Withdrawal. A Participant may elect to withdraw from the Plan (and the Offering Period in which he or she is participating) by filing the prescribed form with the Company in the prescribed manner at least fifteen (15) calendar days prior to a Purchase Date (or such other period as is specified by the Administrator). As soon as reasonably practicable thereafter, payroll deductions or other approved contributions shall cease and the entire amount credited to the Participant’s Plan Account with respect to such Offering Period shall be refunded to him or her in cash, without interest (except as otherwise required by the laws of the local jurisdiction). No partial withdrawals from an Offering Period shall be permitted.
(b)Re-Enrollment After Withdrawal. A former Participant who has withdrawn from the Plan shall not be a Participant until he or she re-enrolls in the Plan under Section 4(b) during an Enrollment Period. Re-enrollment may be effective only at the commencement of an Offering Period.
SECTION 7. CHANGE IN EMPLOYMENT STATUS.
(a)Termination of Employment. Termination of employment as an Eligible Employee for any reason, including death, shall be treated as an automatic withdrawal from the Plan under Section 6(a).
(b)Transfers of Employment. If a Participant transfers employment from a Participating Company that is participating in a Base Offering Period to a Participating Company that is participating in an Additional Offering Period, he or she will immediately cease to participate in the Base Offering Period, as applicable; however, such Participant’s Plan Account will be transferred to the Additional Offering Period, and such Participant will immediately join such Additional Offering Period on the terms and conditions applicable to such Additional Offering Period, except for any modifications required by applicable law. If a Participant transfers employment from a Participating Company that is participating in an Additional Offering Period to a Participating Company that is participating in the Base Offering Period, he or she will continue to participate in the Additional Offering Period until the earlier of (i) the end of such Additional Offering Period, or (ii) the commencement of the first Base Offering Period in which he or she is eligible. If a Participant transfers employment from a Participating
GDSVF&H\5272020.7

Company to a Related Corporation that is not a Participating Company, he or she shall be deemed to have withdrawn from the Plan pursuant to Section 6(a).
(c)Leave of Absence. For purposes of the Plan, employment shall not be deemed to terminate when the Participant goes on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company in writing. Employment, however, shall, except as otherwise determined by the Administrator with respect to a Participant in an Additional Offering Period, be deemed to terminate on the first day following three months after the Participant goes on a leave, unless a contract or statute guarantees his or her right to return to work. Employment shall, except as otherwise determined by the Administrator with respect to a Participant in an Additional Offering Period, be deemed to terminate in any event when the approved leave ends, unless the Participant immediately returns to work.
(d)Death. In the event of the Participant’s death, the amount credited to his or her Plan Account shall be paid in cash, without interest (unless otherwise required by the laws of the local jurisdiction), to a beneficiary designated by him or her for this purpose on the prescribed form or, if none, to the Participant’s estate. Such form shall be valid only if it was filed with the Company in the prescribed manner before the Participant’s death.
SECTION 8. PLAN ACCOUNTS AND PURCHASE OF SHARES.
(a)Plan Accounts. The Company shall maintain a Plan Account on its books in the name of each Participant. Whenever an amount is deducted from the Participant’s Compensation under the Plan, such amount shall be credited to the Participant’s Plan Account. Unless otherwise required by the laws of the local jurisdiction, (i) amounts credited to Plan Accounts shall not be trust funds and may be commingled with the Company’s general assets and applied to general corporate purposes, and (ii) no interest shall be credited to Plan Accounts.
(b)Purchase Price. The Administrator shall establish the Purchase Price for each Offering Period; provided, however, that the Purchase Price for each share of Stock purchased on a Purchase Date shall not be less than the lower of:
(i) 85% of the Fair Market Value of such share on the first trading day of such Offering Period; or
(ii)85% of the Fair Market Value of such share on the Purchase Date.
(c)Number of Shares Purchased. On each Purchase Date, each Participant shall be deemed to have elected to purchase the number of shares of Stock calculated in accordance with this Subsection (c), unless the Participant has previously elected to withdraw from the Offering Period in accordance with Section 6(a). The amount then in the Participant’s Plan Account shall be divided by the Purchase Price, and the number of shares that results shall be purchased from the Company with the funds in the Participant’s Plan Account. The foregoing number of shares of Stock that may be purchased by a Participant are subject to the limitations set forth in Subsection (d) below and in Section 9. The Administrator may determine with respect to all Participants in an Offering Period that any fractional share, as calculated under this Subsection (c), shall be (i) rounded down to the next lower whole share or (ii) credited as a fractional share.
(d)Available Shares Insufficient. In the event that the aggregate number of shares that all Participants elect to purchase with respect to a particular Purchase Period exceeds (i) the number of shares of Stock that were available under Section 3 above for sale under the Plan on the first day of the applicable Offering Period, or (ii) the number of shares that were available
GDSVF&H\5272020.7

under Section 3 above for sale under the Plan on the applicable Purchase Date, then the number of shares to which each Participant is entitled shall be determined by multiplying the number of shares available for issuance by a fraction. The numerator of such fraction is the number of shares that such Participant has elected to purchase, and the denominator of such fraction is the number of shares that all Participants have elected to purchase. The Company may make a pro rata allocation of the shares available on the first day of an applicable Offering Period pursuant to the preceding sentence, notwithstanding any authorization of additional shares for issuance under the Plan by the Company’s stockholders subsequent to such date. In the event of a pro-rata allocation under this Section (d), the Administrator may determine in its discretion to continue all Offering Periods then in effect or terminate all Offering Periods then in effect pursuant to Section 14.
(e)Issuance of Stock. The shares of Stock purchased by a Participant under the Plan will be registered in the name of such Participant. The Company may permit or require that shares be deposited directly with a broker designated by the Company or to a designated agent of the Company, and the Company may utilize electronic or automated methods of share transfer. The Company may require that shares be retained with such broker or agent for a designated period of time and/or may establish other procedures to permit tracking of disqualifying dispositions of such shares. (The two preceding sentences shall apply whether or not the Participant is required to pay income tax in the United States.)
(f)Tax Withholding. To the extent required by applicable federal, state, local or foreign law, a Participant shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise in connection with the Plan. The Company shall not be required to issue any shares of Stock under the Plan until such obligations, if any, are satisfied.
(g)Unused Cash Balances. Subject to the final sentence of Section 8(c), an amount remaining in the Participant’s Plan Account that represents the Purchase Price for any fractional share shall be carried over in the Participant’s Plan Account to the next Offering Period or Purchase Period, as applicable. Any amount remaining in the Participant’s Plan Account that represents the Purchase Price for whole shares that could not be purchased by reason of Subsections (c) or (d) above or Section 9(b) or (c) shall be refunded to the Participant in cash, without interest (except as otherwise required by the laws of the local jurisdiction).
(h)Stockholder Approval. Any other provision of the Plan notwithstanding, no shares of Stock shall be purchased under the Plan unless and until the Company’s stockholders have approved the adoption of the Plan.
SECTION 9. PLAN LIMITATIONS.
(a)Five Percent Limit. Any other provision of the Plan notwithstanding, no Participant shall be granted a right to purchase Stock under the Plan if, immediately after such right is granted, such Participant would own stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or any Related Corporation, applying the stock attribution rules of Code Section 424(d), and including any stock in which the Participant may purchase under outstanding options as stock owned by such Participant.
(b)Dollar Limit. As specified by Code Section 423(b)(8), no Participant shall be entitled to accrue rights to purchase Stock pursuant to any such rights outstanding under the Plan if and to the extent such accrual, when aggregated with (i) rights to purchase Stock accrued under any other right to purchase Stock under the Plan, and (ii) similar rights accrued under other employee stock purchase plans (within the meaning of Code Section 423) of the Company or any Related Corporation, would otherwise permit such Participant to purchase more than $25,000
GDSVF&H\5272020.7

worth of Stock of the Company or any Related Corporation (determined on the basis of the Fair Market Value per share on the date such rights are granted, and which, with respect to the Plan, will be determined as of the beginning of the respective Offering Period) for each calendar year such rights are at any time outstanding.
If a Participant is precluded by this Subsection (b) from purchasing additional Stock under the Plan, then his or her employee contributions shall automatically be discontinued and shall automatically resume at the beginning of the next Purchase Period with a scheduled Purchase Date in the next calendar year, provided that he or she is an Eligible Employee at the beginning of such Purchase Period.
(c)Purchase Period Share Purchase Limit. The Administrator may establish one or more limits on the number of shares of Stock that may be purchased during any Offering Period and/or Purchase Period, including individual limits and/or aggregate limits. Unless the Administrator provides otherwise with respect to an Offering Period, any other provision of the Plan notwithstanding, no Participant shall purchase more than 10,000 shares of Stock with respect to any Purchase Period.
SECTION 10. RIGHTS NOT TRANSFERABLE.
The rights of any Participant under the Plan, or any Participant’s interest in any Stock or moneys to which he or she may be entitled under the Plan, shall not be transferable by voluntary or involuntary assignment or by operation of law, or in any other manner other than by beneficiary designation or the laws of descent and distribution. If a Participant in any manner attempts to transfer, assign or otherwise encumber his or her rights or interest under the Plan, other than by beneficiary designation or the laws of descent and distribution, then such act shall be treated as an election by the Participant to withdraw from the Plan under Section 6(a).
SECTION 11. NO RIGHTS AS AN EMPLOYEE.
Nothing in the Plan or in any right granted under the Plan shall confer upon the Participant any right to continue in the employ of a Participating Company for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Participating Companies or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her employment at any time and for any reason, with or without cause.
SECTION 12. NO RIGHTS AS A STOCKHOLDER.
A Participant shall have no rights as a stockholder with respect to any shares of Stock that he or she may have a right to purchase under the Plan until such shares have been purchased on the applicable Purchase Date.
SECTION 13. SECURITIES LAW REQUIREMENTS.
Shares of Stock shall not be issued, and the Company shall have no liability for failure to issue shares of Stock, under the Plan unless the issuance and delivery of such shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded.
GDSVF&H\5272020.7

SECTION 14. AMENDMENT OR DISCONTINUANCE.
(a)General Rule. The Administrator, in its sole discretion, may amend, suspend, or terminate the Plan, or any part thereof, at any time and for any reason. If the Plan is terminated, the Administrator, in its discretion, may elect to terminate all outstanding Offering Periods either immediately or upon completion of the purchase of shares of Stock on the next Purchase Date, or may elect to permit Offering Periods to expire in accordance with their terms (and subject to any adjustment pursuant to Section 3(c) or (d)). If the Offering Periods are terminated prior to expiration, all amounts then credited to Participants’ accounts which have not been used to purchase shares of Stock will be returned to the Participants (without interest thereon, except as otherwise required by the laws of the local jurisdiction) as soon as administratively practicable.
(b)Administrator’s Discretion. Without stockholder consent and without limiting Subsection (a) above, the Administrator will be entitled to change the Offering Periods, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the Company’s processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Stock for each Participant properly correspond with amounts withheld from the Participant’s Compensation, amend any outstanding purchase rights or clarify any ambiguities regarding the terms of any Offering Period to enable the purchase rights to qualify under and/or comply with Section 423 of the Code, and establish such other limitations or procedures as it determines in its sole discretion advisable which are consistent with the Plan. The actions of the Administrator pursuant to this paragraph will not be considered to alter or impair the purchase rights granted under an Offering Period as they are to be deemed part of the initial terms of such Offering Period and purchase rights.
(c)Accounting Considerations. In the event the Administrator determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Administrator may, in its discretion and, to the extent necessary or desirable, modify, amend or terminate the Plan to reduce or eliminate such accounting consequence including, but not limited to:
(i) Amending the Plan to conform with the safe harbor definition under Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or successor provision), including with respect to an Offering Period underway at the time;
(ii)Altering the Purchase Price for any Offering Period including an Offering Period underway at the time of the change in Purchase Price;
(iii)Shortening any Offering Period (and any Purchase Periods encompassed by such Offering Period) by setting a new Purchase Date, including with respect to an Offering Period underway at the time of the Administrator’s action;
(iv)Reducing the maximum percentage of Compensation a Participant may elect to set aside as payroll deductions; and
(v)Reducing the maximum number of shares of Stock a Participant may purchase during any Purchase Period.
GDSVF&H\5272020.7

Such modifications or amendments will not require stockholder approval or the consent of any Plan Participants. The actions of the Administrator pursuant to this paragraph will not be considered to alter or impair the purchase rights granted under an Offering Period as they are to be deemed part of the initial terms of such Offering Period and purchase rights.
(d)Stockholder Approval. Except as provided in Section 3, any increase in the aggregate number of shares of Stock that may be issued under the Plan shall be subject to the approval of the Company’s stockholders. In addition, any other amendment of the Plan shall be subject to the approval of the Company’s stockholders to the extent required under Section 14(e) or by any applicable law or regulation.
(e)Plan Termination. The Plan shall terminate automatically 20 years after its adoption by the Board, unless (i) the Plan is extended by the Board and (ii) the extension is approved within 12 months by a vote of the stockholders of the Company.
(f)Language. The parties hereto acknowledge that they have requested and are satisfied that this document and all related documents be drawn up in the English language. Les parties aux présentes reconnaissent avoir requis que le présent document et les documents qui y sont liés soient rédigés en anglais.
SECTION 15. DEFINITIONS.
(a)“Administrator” means the Board or any Committee administering the Plan in accordance with Section 2.
(b)“Affiliate” means any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries own not less than 50% of such entity.
(c) “Board” means the Board of Directors of the Company, as constituted from time to time.
(d)“Code” means the Internal Revenue Code of 1986, as amended.
(e)“Committee” means a committee of one or more members of the Board, or of other individuals satisfying applicable laws, appointed by the Board to administer the Plan.
(f)“Company” means ChargePoint Holdings, Inc., a Delaware corporation.
(g)“Compensation” means, unless otherwise determined by the Administrator with respect to an Offering Period, those components of a Participant’s cash compensation (prior to reductions pursuant to Code Sections 125, 132(f) or 401(k)) that are regular and recurring, including cash base salary or base hourly pay but excluding any overtime pay or shift differentials, commissions, annual cash incentive compensation, and annual cash bonuses, and further excluding extraordinary cash items (such as one-time bonuses), as well as all non-cash items, moving or relocation allowances, cost-of-living or tax equalization payments, car allowances, tuition reimbursements, imputed income attributable to cars or life insurance, severance pay, fringe benefits, contributions or benefits received under employee benefit plans, payments for or related to equity compensation, and any similar items. The Administrator shall determine whether a particular item is included in Compensation.
(h)“Corporate Reorganization” means:
(i) The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization; or
GDSVF&H\5272020.7

(ii)The sale, transfer or other disposition of all or substantially all of the Company’s assets or the complete liquidation or dissolution of the Company.
(i)“Eligible Employee” means a common law employee of a Participating Company, provided, however, that the Administrator may exclude one or more of the following categories of employees (where exclusion of such employees is permitted by applicable law) from any Offering Period: (i) employees who have been employed less than two years (or any shorter period of time established for an Offering Period), (ii) employees who are customarily employed twenty (20) or less hours per week (or any lesser number of hours per week established for an Offering Period), (iii) employees who are customarily employed for five (5) months or less in a calendar year (or any lesser number of months in a calendar year established for an Offering Period), (iv) “highly compensated employees” (within the meaning of Code Section 414(q)) or (v) “highly compensated employees” (within the meaning of Code Section 414(q)) with compensation above a certain level and/or who are subject to the disclosure requirements of Section 16(a) of the Exchange Act. In addition, an individual shall not be considered an Eligible Employee if his or her participation in the Plan is prohibited by the law of any country that has jurisdiction over him or her or if complying with the laws of the applicable foreign jurisdiction would cause the Plan or an Offering Period to violate the requirements of Code Section 423. With respect to a Base Offering Period, any criteria used to determine Eligible Employees shall be determined in a manner consistent with Code Section 423. In the case of an Offering Period that is not intended to qualify under Code Section 423, the Administrator may exclude any individual(s) from participation if the Administrator determines the participation of such individual(s) is not advisable or practicable.
(j) “Enrollment Period” means a period prior to the start of an Offering Period during which Eligible Employees must submit the required enrollment forms to participate in such Offering Period, which period shall end at least five (5) business days (or such other date as may be specified in advance by the Administrator) prior to the start of the Offering Period.
(k)“Exchange Act” means the Securities Exchange Act of 1934, as amended.
(l)“Fair Market Value” means the price at which Stock was last sold in the principal U.S. market for the Stock on the applicable date or, if the applicable date was not a trading day, on the last trading day prior to the applicable date. If Stock is no longer traded on a public U.S. securities market, the Fair Market Value shall be determined by the Administrator in good faith on such basis as it deems appropriate. The Administrator’s determination shall be conclusive and binding on all persons.
(m) “Offering Period” means any period, including as the context requires Base Offering Periods and Additional Offering Periods, with respect to which the right to purchase Stock may be granted under the Plan, as determined pursuant to Section 4(a).
(n)“Participant” means an Eligible Employee who participates in the Plan or any Sub-Plan, as provided in Section 4.
(o)“Participating Company” means (i) the Company, (ii) each present or future Subsidiary designated by the Administrator as a Participating Company and (iii) solely in the case of an Offering Period not intended to qualify under Code Section 423, each present or future Affiliate designated by the Administrator as a Participating Company.
(p)“Plan” means this ChargePoint Holdings, Inc. 2021 Employee Stock Purchase Plan, as it may be amended from time to time.
GDSVF&H\5272020.7

(q)“Plan Account” means the account established for each Participant pursuant to Section 8(a).
(r)“Purchase Date” means the last trading day of a Purchase Period.
(s)“Purchase Period” means a period within an Offering Period (which for an Offering Period with only a single Purchase Period would be coterminous with the Offering Period) during which contributions may be made toward the purchase of Stock under the Plan, as determined pursuant to Section 4(a).
(t)“Purchase Price” means the price at which Participants may purchase Stock under the Plan, as determined pursuant to Section 8(b).
(u)“Related Corporation” means any “parent corporation” of the Company as defined in Code Section 424(e) or any Subsidiary.
(v)“Stock” means the Class A Common Stock of the Company.
(w)“Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.


GDSVF&H\5272020.7
 EX-10.9 7 chargepoint10k2022ex109.htm EX-10.9 Document
EXHIBIT 10.9
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [●], by and between CHARGEPOINT HOLDINGS, INC., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
RECITALS
WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or officers unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;
WHEREAS, the board of directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals as directors and officers, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect such persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors and officers are being increasingly subjected to expensive and time-consuming litigation. The Second Amended and Restated Certificate of Incorporation (the “Charter”) and the Bylaws (the “Bylaws”) of the Company require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to applicable provisions of the Delaware General Corporation Law (“DGCL”). The Charter, Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the board of directors, officers and other persons with respect to indemnification, hold harmless, exoneration, advancement and reimbursement rights;
WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;
WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;
WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance Expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;
WHEREAS, this Agreement is intended to also cover service by the Indemnitee as an officer, director or key employee with any Subsidiary (as defined below) of the Company, and for the avoidance of doubt shall be read to provide indemnification for such service;
WHEREAS, this Agreement is a supplement to and in furtherance of the Charter and Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;


WHEREAS, this Agreement shall be deemed to amend, restate and supersede any indemnification agreement previously entered into between the Indemnitee and the Company or any subsidiary of the Company; and
WHEREAS, Indemnitee may not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve or continue to serve for or on behalf of the Company on the condition that Indemnitee be so indemnified.
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:
TERMS AND CONDITIONS
1.SERVICES TO THE COMPANY. In consideration of the Company’s covenants and obligations hereunder, Indemnitee will serve or continue to serve as an officer, director or key employee of the Company for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders Indemnitee’s resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director or officer of the Company, as provided in Section 17 of this Agreement. This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.
2.DEFINITIONS. As used in this Agreement:
(a)References to “agent” shall mean any person who is or was a director, officer or employee of the Company or a subsidiary of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, fiduciary or other official of another corporation, partnership, limited liability company, joint venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company.
(b)The terms “Beneficial Owner” and “Beneficial Ownership” shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.
(c)A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:
(i)Acquisition of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless  the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or  such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;
(ii)Change in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at
2


least two thirds of the directors then still in office who were directors on the date hereof or whose election for nomination for election was previously so approved (collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;
(iii)Corporate Transactions. The effective date of a reorganization, merger, asset acquisition, stock (or other equity interest) purchase or exchange, consolidation or other business combination involving the Company (a “Business Combination”), in each case, unless, following such Business Combination:  all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors;   no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 50% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and  at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
(iv)Liquidation. The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s current receivables or escrows due (or, if such stockholder approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions); or
(v)Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or any successor rule) (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.
(d)“Corporate Status” describes the status of a person who is or was a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of the Company or of any other Enterprise (as defined below) which such person is or was Serving at the Request of the Company (as defined below).
(e)“Delaware Court” shall mean the Court of Chancery of the State of Delaware.
(f)“Disinterested Director” shall mean a director of the Company who is not and was not a party to the Proceeding (as defined below) in respect of which indemnification is sought by Indemnitee.
3


(g)“Enterprise” shall mean the Company and any other corporation, constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was Serving at the Request of the Company (as defined below) as a director, officer, trustee, manager, general partner, managing member, fiduciary, employee or agent.
(h)“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
(i)“Expenses” shall include all reasonable direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all reasonable attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding (as defined below), including reasonable compensation for time spent by Indemnitee for which he or she is not otherwise compensated by the Company or any third party. “Expenses” also shall include expenses incurred in connection with any appeal resulting from any Proceeding (as defined below), including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. “Expenses,” however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or Fines (as defined below) against Indemnitee.
(j)“Fines” shall include all fines, including without limitation any excise tax assessed on Indemnitee with respect to any employee benefit plan and any fines imposed on Indemnitee by any governmental authority.
(k)“Independent Counsel” shall mean a law firm or a member of a law firm with significant experience in matters of corporation law and that neither presently is, nor in the past five years has been, retained to represent:  the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements); or  any other party to the Proceeding (as defined below) giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
(l)The term “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof; provided, however, that “Person” shall exclude:  the Company;  any Subsidiaries (as defined below) of the Company;  any employment benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company; and  any trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.
4


(m)The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, legislative or investigative nature, in which Indemnitee was, is, will or might be involved as a party, potential party, non-party witness or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action (or failure to act) taken by Indemnitee or of any action (or failure to act) on Indemnitee’s part while acting as a director or officer of the Company, or by reason of the fact that Indemnitee is or was Serving at the Request of the Company (as defined below) as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability or Expense is incurred for which indemnification, reimbursement or advancement of Expenses can be provided under this Agreement.
(n)The term “Serving at the Request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.
(o)The term “Subsidiary,” with respect to any Person, shall mean any corporation, limited liability company, partnership, joint venture, trust or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by that Person.
3.INDEMNITY IN THIRD-PARTY PROCEEDINGS. To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses, judgments, liabilities, Fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, Fines, penalties and amounts paid in settlement) actually, and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful.
4.INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification, hold harmless or exoneration for Expenses shall be made under
5


this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought or the Delaware Court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.
5.INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provision of this Agreement (other than the provisions of Section 27 of this Agreement), to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue or matter on which Indemnitee was successful. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
6.INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement (other than the provisions of Section 27 of this Agreement), to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or deponent in any Proceeding to which Indemnitee was or is not a party or threatened to be made a party, Indemnitee shall, to the fullest extent permitted by applicable law, be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.
7.CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.
(a)To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, Fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.
(b)The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.
(c)The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be brought by officers,
6


directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.
8.EXCLUSIONS. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification, advance of Expenses, hold harmless or exoneration payment in connection with any claim made against Indemnitee:
(a)for which payment has actually been received by or on behalf of Indemnitee under any insurance policy, contract, agreement or other indemnity or advancement provision or otherwise, except (i) with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise and (ii) as provided in Section 9 of this Agreement;
(b)for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law; or
(c)except as otherwise provided in Sections 14(f)-(g) of this Agreement, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless  the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or  the Company provides the indemnification, advance of Expenses, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law. Indemnitee shall seek payments or advances from the Company only to the extent that such payments or advances are unavailable from any insurance policy of the Company covering Indemnitee.
9.INDEMNITOR OF FIRST RESORT. The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by one or more Persons with whom or which Indemnitee may be associated (collectively, the “Alternative Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Alternative Indemnitors to advance Expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of Expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, Fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the Charter or Bylaws (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Alternative Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Alternative Indemnitors from any and all claims against the Alternative Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Alternative Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing, and the Alternative Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and
7


Indemnitee agree that the Alternative Indemnitors are express third party beneficiaries of the terms of this Section 9.
10.ADVANCES OF EXPENSES; DEFENSE OF CLAIM.
(a)Notwithstanding any provision of this Agreement to the contrary (other than the provisions of Section 27 of this Agreement), and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the Charter, the Bylaws, applicable law or otherwise. This Section 10(a) shall not apply to any claim made by Indemnitee for which an indemnification, advance of Expenses, hold harmless or exoneration payment is excluded pursuant to Section 8 of this Agreement.
(b)The Company will be entitled to participate in the Proceeding at its own expense.
(c)The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, liability, Fine, penalty or limitation on Indemnitee without Indemnitee’s prior written consent.
11.PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.
(a)Indemnitee agrees to promptly notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding, claim, issue or matter therein which may be subject to indemnification, hold harmless or exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement, or otherwise.
(b)Indemnitee may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in Indemnitee’s sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined according to Section 12(a) of this Agreement.
8


12.PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.
(a)A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee:  by a majority vote of the Disinterested Directors, even though less than a quorum of the Board or  if there are no Disinterested Directors or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. The Company will promptly advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom.
(b)In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) of this Agreement, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person or law firm so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) of this Agreement, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person or law firm selected by the Delaware Court, and the person or law firm with respect to whom all objections are so resolved or the person or law firm so appointed shall act as Independent Counsel under Section 12(a) of this Agreement. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).
9


(c)The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or such Independent Counsel’s engagement pursuant hereto.
13.PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.
(a)In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(b) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by the Disinterested Directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by the Disinterested Directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.
(b)If the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent permitted by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent  a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or  a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto.
(c)The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.
(d)For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors, managers, or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise, the Board, any committee of the Board or any director, trustee, general partner, manager or managing member of the Enterprise, or on information or records given or reports made to the Enterprise, the Board, any committee of the Board or any director, trustee, general partner, manager or managing member of the Enterprise, by an independent certified public accountant or by an appraiser or other expert selected by the Enterprise, the Board, any committee of the Board or any director, trustee, general partner, manager or managing member of the Enterprise. The provisions of this Section 13(d) shall not be
10


deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.
(e)The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.
14.REMEDIES OF INDEMNITEE.
(a)In the event that  a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement,  advancement of Expenses is not timely made pursuant to Section 10 of this Agreement,  no determination of entitlement to indemnification shall have been made pursuant to Section 12(a) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification,  payment of indemnification is not made pursuant to Section 5, 6 or the last sentence of Section 12(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor,  a contribution payment is not made in a timely manner pursuant to Section 7 of this Agreement,  payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or  payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made in accordance with this Agreement, Indemnitee shall be entitled to an adjudication by the Delaware Court to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
(b)In the event that a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination.
(c)In any judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be indemnified, held harmless, exonerated and to receive advancement of Expenses under this Agreement, and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 12(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 10 of this Agreement until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).
(d)If a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent  a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or  a prohibition of such indemnification under applicable law.
11


(e)The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.
(f)The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law against all Expenses and, if requested by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee, to the fullest extent permitted by applicable law, such Expenses which are incurred by Indemnitee in connection with any judicial proceeding or arbitration brought by Indemnitee:  to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement or any other indemnification, hold harmless, exoneration, advancement or contribution agreement or provision of the Charter or the Bylaws now or hereafter in effect; or  for recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration right, advancement, contribution or insurance recovery, as the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith).
(g)Interest shall be paid by the Company to Indemnitee at the legal rate under Delaware law for amounts which the Company indemnifies, holds harmless or exonerates, or advances, or is obliged to indemnify, hold harmless or exonerate or advance for the period commencing with the date on which Indemnitee requests indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement of any Expenses and ending with the date on which such payment is made to Indemnitee by the Company.
15.SECURITY. Notwithstanding anything herein to the contrary, to the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee.
16.NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.
(a)The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Charter, the Bylaws or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.
12


(b)The DGCL, the Charter and the Bylaws permit the Company to purchase and maintain insurance or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification Arrangements”) on behalf of Indemnitee against any liability asserted against Indemnitee or incurred by or on behalf of Indemnitee or in such capacity as a director, officer, employee or agent of the Company, or arising out of Indemnitee’s status as such, whether or not the Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement or under the DGCL, as it may then be in effect. The purchase, establishment and maintenance of any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such Indemnification Arrangement.
(c)To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, trustees, partners, managers, managing members, fiduciaries, employees or agents of the Company or of any other Enterprise which such person is or was Serving at the Request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent under such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness, deponent or otherwise), the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.
(d)In the event of any payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.
(e)The Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was Serving at the Request of the Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration payments or advancement of Expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary,  Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration, advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s satisfaction and performance of all its obligations under this Agreement, and  the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or insurance coverage rights against any person or entity other than the Company.
17.DURATION OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves as a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee is Serving at the Request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding
13


(including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason of Indemnitee’s Corporate Status, whether or not Indemnitee is acting in any such capacity at the time any liability or Expense is incurred for which indemnification or advancement can be provided under this Agreement.
18.SEVERABILITY. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever:  the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law;  such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and  to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
19.ENFORCEMENT AND BINDING EFFECT.
(a)The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company.
(b)Without limiting any of the rights of Indemnitee under the Charter or the Bylaws as they may be amended from time to time, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.
(c)The indemnification, hold harmless, exoneration and advancement of Expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer employee or agent of the Company or a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of any other Enterprise at the Company’s request, and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.
(d)The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.
(e)The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult to prove, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may, to the fullest extent permitted by law, enforce this
14


Agreement by seeking, among other things, injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee may be entitled. The Company and Indemnitee further agree that Indemnitee shall, to the fullest extent permitted by law, be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a court of competent jurisdiction. The Company hereby waives any such requirement of such a bond or undertaking to the fullest extent permitted by law.
20.MODIFICATION AND WAIVER. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Company and Indemnitee. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.
21.NOTICES. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given  if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or  mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:
(i)If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide in writing to the Company.
(ii)If to the Company, to:
ChargePoint Holdings, Inc.
240 East Hacienda Avenue
Campbell, CA 95008

or to any other address as may have been furnished to Indemnitee in writing by the Company.
22.APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally:  agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country;  consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement;  waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and  waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial. To the fullest extent permitted by law, the parties hereby agree that the mailing of process and other papers in connection with any such action or proceeding in the manner provided by Section 21 of this Agreement or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.
15


23.IDENTICAL COUNTERPARTS. This Agreement may be executed in one or more counterparts (including by electronic delivery of a counterpart in pdf format), each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
24.MISCELLANEOUS. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate and vice versa. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
25.PERIOD OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.
26.ADDITIONAL ACTS. If for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure is required to the fullest extent permitted by law, the Company undertakes to cause such act, resolution, approval or other procedure to be affected or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.
27.WAIVER OF CLAIMS TO TRUST ACCOUNT. Notwithstanding anything contained herein to the contrary, Indemnitee hereby agrees that Indemnitee does not have any right, title, interest or claim of any kind (each, a “Claim”) in or to any monies in the trust account established in connection with the Company’s initial public offering for the benefit of the Company and holders of shares issued in such offering, and hereby waives any Claim Indemnitee may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against such trust account for any reason whatsoever. Accordingly, Indemnitee acknowledges and agrees that any indemnification provided under this Agreement will only be able to be satisfied by the Company if (i) the Company has sufficient funds outside of the trust account to satisfy its obligations under this Agreement or (ii) the Company consummates a Business Combination.
[SIGNATURE PAGE FOLLOWS]
16


IN WITNESS WHEREOF, the parties hereto have caused this Indemnification Agreement to be signed as of the day and year first above written.
CHARGEPOINT HOLDINGS, INC.
By:        
Name:    Pasquale Romano
Title:    Chief Executive Officer
INDEMNITEE
By:        
Name:         
Address:    
Signature Page to Indemnification Agreement

 EX-10.21 8 chargepoint10k2022ex1021.htm EX-10.21 Document
EXHIBIT 10.21
ADDENDUM TO THE EMPLOYMENT AGREEEMENT


THE UNDERSIGNED PARTIES:

1.The private company with limited liability ChargePoint Network (Netherlands) B.V. having its registered seat in Amsterdam and its office address at Hoogoorddreef 56E, 1101 BE Amsterdam, The Netherlands (formerly known as ChargePoint Europe Holdings B.V.), legally represented for this purpose by ChargePoint Inc. which is legally represented by Pasquale Romano, hereinafter to be referred to as: the ‘Employer’, and
2.Christopher Burghardt, residing in , hereinafter to be referred to as: the ‘Employee’;

Both parties will be referred to as: ‘Parties’

WHEREAS:

a)Since 6th of November 2017 the Employee is employed with the Employer and he holds the position of Managing Director;
b)Employee has resigned as per 31 December 2021 from his position as Managing Director with ChargePoint Network (Netherlands) B.V.;
c)Due to his resignation as employee of ChargePoint, parties have agreed to change article 14.1c in the terms and conditions to the Employment Agreement;
d)The Parties wish to set out these changes in the terms and conditions to the Employment Agreement as follows in this addendum (hereinafter to be referred to as: ‘the Addendum’), and Parties agree that this Addendum forms an integral part of the Employment Agreement.

DECLARE TO HAVE AGREED AS FOLLOWS:

To define a definition of what constitutes ‘Business level contacts’ as mentioned in article 14.1c. Therefore, the current article 14.1c will be replaced by below article

Article 14 – Non-competition

14.1 Except with the prior written approval of the Employer, the Employee shall not be permitted, both during the employment agreement and until one year after its end

14. 1c    to have or maintain business contacts in any way, directly or indirectly, with relations of the Employer with whom the employer and employee have been in contact on a business level during the last two years prior to the end of the employment agreement. Business contacts in this definition is limited to ChargePoint customers, including commercial partners such as channel partners and resellers, with whom ChargePoint conducted business within the period referenced in this clause.    

All other terms and conditions of the Employment Agreement remain unchanged.

In witness whereof, the Addendum was agreed and signed in duplicate on 22nd December 2021 in __________



Read and approved:                        Read and approved:



_/s/ Pasquale Romano________                    _/s/ Christopher Burghardt_________
On behalf of ChargePoint Network (Netherlands) B.V.        Christopher Burghardt
Director: ChargePoint Inc.
Name: Pasquale Romano
Position: Chief Executive Officer

 EX-21.1 9 chargepoint10k2022ex211.htm EX-21.1 Document
EXHIBIT 21.1
List of Subsidiaries
of ChargePoint Holdings, Inc.
SubsidiaryJurisdiction
ChargePoint, Inc.Delaware
ViriCiti LLCDelaware
ChargePoint Technologies India Pvt. Ltd.India
ChargePoint European Holdings B.V.Netherlands
ChargePoint Networks (Netherlands) B.V.Netherlands
ChargePoint Canada, Inc.Canada
ChargePoint Network (UK) Ltd.United Kingdom
ChargePoint Germany GmbHGermany
ChargePoint Networks (France) SASFrance
has•to•be gmbh
Austria



 EX-23.1 10 chargepoint10k2022ex231.htm EX-23.1 Document

EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-253759) and S-8 (No. 333-256566) of ChargePoint Holdings, Inc. of our report dated April 4, 2022 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
San Jose, California
April 4, 2022

1




 EX-31.1 11 chargepoint10k2022ex311.htm EX-31.1 Document

EXHIBIT 31.1

CERTIFICATION
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Pasquale Romano, certify that:

1.I have reviewed this annual report on Form 10-K for the year ended January 31, 2022 of ChargePoint Holdings, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.




April 4, 2022
By:
/s/ Pasquale Romano
Pasquale Romano
Chief Executive Officer
(Principal Executive Officer)

 EX-31.2 12 chargepoint10k2022ex312.htm EX-31.2 Document

EXHIBIT 31.2

CERTIFICATION
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Rex S. Jackson, certify that:

1.I have reviewed this annual report on Form 10-K for the year ended January 31, 2022, of ChargePoint Holdings, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


April 4, 2022
By:
/s/ Rex S. Jackson
Rex S. Jackson
Chief Financial Officer
(Principal Financial Officer)

 EX-32.1 13 chargepoint10k2022ex321.htm EX-32.1 Document

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this annual report on Form 10-K of ChargePoint Holdings, Inc. (the “Company”) for the year ended January 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Pasquale Romano, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

a.the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
b.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the period covered by the Report.


April 4, 2022
/s/ Pasquale Romano
By:
Pasquale Romano
Chief Executive Officer
(Principal Executive Officer)

 EX-32.2 14 chargepoint10k2022ex322.htm EX-32.2 Document

EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this annual report on Form 10-K of ChargePoint Holdings, Inc. (the “Company”) for the year ended January 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Rex S. Jackson, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

a.the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

b.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the period covered by the Report.

April 4, 2022
By:
/s/ Rex S. Jackson
Rex S. Jackson
Chief Financial Officer
(Principal Financial Officer)

 EX-101.SCH 15 chpt-20220131.xsd XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 000010001 - Document - Cover link:presentationLink link:calculationLink link:definitionLink 000020002 - Document - Audit Information link:presentationLink link:calculationLink link:definitionLink 100010003 - Statement - Consolidated Balance Sheets link:presentationLink link:calculationLink link:definitionLink 100020004 - Statement - Consolidated Balance Sheets (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 100030005 - Statement - Consolidated Statements of Operations link:presentationLink link:calculationLink link:definitionLink 100040006 - Statement - Consolidated Statements of Comprehensive Income (Loss) link:presentationLink link:calculationLink link:definitionLink 100050007 - Statement - Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) link:presentationLink link:calculationLink link:definitionLink 100060008 - Statement - Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 100070009 - Statement - Consolidated Statements of Cash Flows link:presentationLink link:calculationLink link:definitionLink 210011001 - Disclosure - Description of Business and Basis of Presentation link:presentationLink link:calculationLink link:definitionLink 240024001 - Disclosure - Description of Business and Basis of Presentation (Details) link:presentationLink link:calculationLink link:definitionLink 210031002 - Disclosure - Summary of Significant Accounting Policies link:presentationLink link:calculationLink link:definitionLink 220042001 - Disclosure - Summary of Significant Accounting Policies (Policies) link:presentationLink link:calculationLink link:definitionLink 230053001 - Disclosure - Summary of Significant Accounting Policies (Tables) link:presentationLink link:calculationLink link:definitionLink 240064002 - Disclosure - Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) link:presentationLink link:calculationLink link:definitionLink 240074003 - Disclosure - Summary of Significant Accounting Policies - Segment Reporting (Details) link:presentationLink link:calculationLink link:definitionLink 240084004 - Disclosure - Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) link:presentationLink link:calculationLink link:definitionLink 240094005 - Disclosure - Summary of Significant Accounting Policies - Allowance for Credit Loss (Details) link:presentationLink link:calculationLink link:definitionLink 240104006 - Disclosure - Summary of Significant Accounting Policies - Schedule of Property and Equipment (Details) link:presentationLink link:calculationLink link:definitionLink 240114007 - Disclosure - Summary of Significant Accounting Policies - Leases (Details) link:presentationLink link:calculationLink link:definitionLink 240124008 - Disclosure - Summary of Significant Accounting Policies - Impairment of Long-Lived Assets (Details) link:presentationLink link:calculationLink link:definitionLink 240134009 - Disclosure - Summary of Significant Accounting Policies - Intangible Assets (Details) link:presentationLink link:calculationLink link:definitionLink 240144010 - Disclosure - Summary of Significant Accounting Policies - Goodwill (Details) link:presentationLink link:calculationLink link:definitionLink 240154011 - Disclosure - Summary of Significant Accounting Policies - Common Stock Warrant Liability (Details) link:presentationLink link:calculationLink link:definitionLink 240164012 - Disclosure - Summary of Significant Accounting Policies - Revenue (Details) link:presentationLink link:calculationLink link:definitionLink 240174013 - Disclosure - Summary of Significant Accounting Policies - Remaining Performance Obligations (Details) link:presentationLink link:calculationLink link:definitionLink 240174013 - Disclosure - Summary of Significant Accounting Policies - Remaining Performance Obligations (Details) link:presentationLink link:calculationLink link:definitionLink 240184014 - Disclosure - Summary of Significant Accounting Policies - Deferred Revenue (Details) link:presentationLink link:calculationLink link:definitionLink 240194015 - Disclosure - Summary of Significant Accounting Policies - Cost to Obtain Customer Contract (Details) link:presentationLink link:calculationLink link:definitionLink 240204016 - Disclosure - Summary of Significant Accounting Policies - Rollforward of Deferred Costs (Details) link:presentationLink link:calculationLink link:definitionLink 240214017 - Disclosure - Summary of Significant Accounting Policies - Schedule of Deferred Costs (Details) link:presentationLink link:calculationLink link:definitionLink 240224018 - Disclosure - Summary of Significant Accounting Policies - Advertising Costs (Details) link:presentationLink link:calculationLink link:definitionLink 240234019 - Disclosure - Summary of Significant Accounting Policies - Warranty (Details) link:presentationLink link:calculationLink link:definitionLink 210241003 - Disclosure - Fair Value Measurements link:presentationLink link:calculationLink link:definitionLink 230253002 - Disclosure - Fair Value Measurements (Tables) link:presentationLink link:calculationLink link:definitionLink 240264020 - Disclosure - Fair Value Measurements - Assets and Liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 240274021 - Disclosure - Fair Value Measurements - Schedule of Changes in the Fair Value of Level 3 Financial Instruments (Details) link:presentationLink link:calculationLink link:definitionLink 240284022 - Disclosure - Fair Value Measurements - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 210291004 - Disclosure - Reverse Recapitalization & Business Combinations link:presentationLink link:calculationLink link:definitionLink 230303003 - Disclosure - Reverse Recapitalization & Business Combinations (Tables) link:presentationLink link:calculationLink link:definitionLink 240314023 - Disclosure - Reverse Recapitalization & Business Combinations - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 240324024 - Disclosure - Reverse Recapitalization & Business Combinations - Common Stock (Details) link:presentationLink link:calculationLink link:definitionLink 240334025 - Disclosure - Reverse Recapitalization & Business Combinations - Fair Value Inputs (Details) link:presentationLink link:calculationLink link:definitionLink 240344026 - Disclosure - Reverse Recapitalization & Business Combinations - Preliminary Purchase Price Consideration (Details) link:presentationLink link:calculationLink link:definitionLink 240354027 - Disclosure - Reverse Recapitalization & Business Combinations - Preliminary Assets and Liabilities Acquired (Details) link:presentationLink link:calculationLink link:definitionLink 240364028 - Disclosure - Reverse Recapitalization & Business Combinations - Pro Forma Information (Details) link:presentationLink link:calculationLink link:definitionLink 240374029 - Disclosure - Reverse Recapitalization & Business Combinations - Schedule of Goodwill (Details) link:presentationLink link:calculationLink link:definitionLink 240384030 - Disclosure - Reverse Recapitalization & Business Combinations - Schedule of Intangible Assets (Details) link:presentationLink link:calculationLink link:definitionLink 210391005 - Disclosure - Balance Sheet Components link:presentationLink link:calculationLink link:definitionLink 230403004 - Disclosure - Balance Sheet Components (Tables) link:presentationLink link:calculationLink link:definitionLink 240414031 - Disclosure - Balance Sheet Components - Inventories (Details) link:presentationLink link:calculationLink link:definitionLink 240424032 - Disclosure - Balance Sheet Components Prepaid Expense and Other Current Assets (Details) link:presentationLink link:calculationLink link:definitionLink 240434033 - Disclosure - Balance Sheet Components - Property and Equipment, Net (Details) link:presentationLink link:calculationLink link:definitionLink 240444034 - Disclosure - Balance Sheet Components - Accrued and Other Current Liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 210451006 - Disclosure - Leases link:presentationLink link:calculationLink link:definitionLink 230463005 - Disclosure - Leases (Tables) link:presentationLink link:calculationLink link:definitionLink 240474035 - Disclosure - Leases - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 240484036 - Disclosure - Leases - Schedule of Lease Assets and Liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 240494037 - Disclosure - Leases - Schedule of Lease Maturity (Details) link:presentationLink link:calculationLink link:definitionLink 240494037 - Disclosure - Leases - Schedule of Lease Maturity (Details) link:presentationLink link:calculationLink link:definitionLink 240504038 - Disclosure - Leases - Other Supplemental Information (Details) link:presentationLink link:calculationLink link:definitionLink 240514039 - Disclosure - Leases - Cash Flow Information (Details) link:presentationLink link:calculationLink link:definitionLink 210521007 - Disclosure - Debt link:presentationLink link:calculationLink link:definitionLink 240534040 - Disclosure - Debt (Details) link:presentationLink link:calculationLink link:definitionLink 210541008 - Disclosure - Commitment and Contingencies link:presentationLink link:calculationLink link:definitionLink 240554041 - Disclosure - Commitment and Contingencies - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 210561009 - Disclosure - Redeemable Convertible Preferred Stock link:presentationLink link:calculationLink link:definitionLink 230573006 - Disclosure - Redeemable Convertible Preferred Stock (Tables) link:presentationLink link:calculationLink link:definitionLink 240584042 - Disclosure - Redeemable Convertible Preferred Stock - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 240594043 - Disclosure - Redeemable Convertible Preferred Stock - Schedule of Redeemable Convertible Preferred Stock (Details) link:presentationLink link:calculationLink link:definitionLink 210601010 - Disclosure - Common Stock link:presentationLink link:calculationLink link:definitionLink 230613007 - Disclosure - Common Stock (Tables) link:presentationLink link:calculationLink link:definitionLink 240624044 - Disclosure - Common Stock - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 240634045 - Disclosure - Common Stock - Reserved for Future Issuance (Details) link:presentationLink link:calculationLink link:definitionLink 210641011 - Disclosure - Stock Warrants and Earnout link:presentationLink link:calculationLink link:definitionLink 230653008 - Disclosure - Stock Warrants and Earnout (Tables) link:presentationLink link:calculationLink link:definitionLink 240664046 - Disclosure - Stock Warrants and Earnout - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 240674047 - Disclosure - Stock Warrants and Earnout - Schedule of Warrants Outstanding (Details) link:presentationLink link:calculationLink link:definitionLink 240684048 - Disclosure - Stock Warrants and Earnout - Fair Value Inputs of Warrants and Contingent Earnout Liability (Details) link:presentationLink link:calculationLink link:definitionLink 240694049 - Disclosure - Stock Warrants and Earnouts - Warrant Activity (Details) link:presentationLink link:calculationLink link:definitionLink 210701012 - Disclosure - Equity Plans and Stock-based Compensation link:presentationLink link:calculationLink link:definitionLink 230713009 - Disclosure - Equity Plans and Stock-based Compensation (Tables) link:presentationLink link:calculationLink link:definitionLink 240724050 - Disclosure - Equity Plans and Stock-based Compensation - Stock-based Compensation Expense (Details) link:presentationLink link:calculationLink link:definitionLink 240734051 - Disclosure - Equity Plans and Stock-based Compensation - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 240744052 - Disclosure - Equity Plans and Stock-Based Compensation - Fair Value Assumptions (Details) link:presentationLink link:calculationLink link:definitionLink 240754053 - Disclosure - Equity Plans and Stock-Based Compensation - Restricted Stock Units Activity (Details) link:presentationLink link:calculationLink link:definitionLink 240764054 - Disclosure - Equity Plans and Stock-based Compensation - Stock Option Activity (Details) link:presentationLink link:calculationLink link:definitionLink 210771013 - Disclosure - Income Taxes link:presentationLink link:calculationLink link:definitionLink 230783010 - Disclosure - Income Taxes (Tables) link:presentationLink link:calculationLink link:definitionLink 240794055 - Disclosure - Income Taxes - Provision for Income Taxes (Details) link:presentationLink link:calculationLink link:definitionLink 240804056 - Disclosure - Income Taxes - Components of the Income Tax Expense (Benefit) (Details) link:presentationLink link:calculationLink link:definitionLink 240814057 - Disclosure - Income Taxes - Reconciliation of Effective Income Tax Rate (Details) link:presentationLink link:calculationLink link:definitionLink 240824058 - Disclosure - Income Taxes - Components of the Company's Deferred Income Tax Assets (Liabilities) (Details) link:presentationLink link:calculationLink link:definitionLink 240834059 - Disclosure - Income Taxes - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 240844060 - Disclosure - Income Taxes - Reconciliation of the Beginning and Ending Amount of Gross Unrecognized Tax Benefits (Details) link:presentationLink link:calculationLink link:definitionLink 210851014 - Disclosure - Related Party Transactions link:presentationLink link:calculationLink link:definitionLink 230863011 - Disclosure - Related Party Transactions (Tables) link:presentationLink link:calculationLink link:definitionLink 240874061 - Disclosure - Related Party Transactions - Schedule of Revenue Transactions (Details) link:presentationLink link:calculationLink link:definitionLink 240884062 - Disclosure - Related Party Transactions - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 210891015 - Disclosure - Geographic Information link:presentationLink link:calculationLink link:definitionLink 230903012 - Disclosure - Geographic Information (Tables) link:presentationLink link:calculationLink link:definitionLink 240914063 - Disclosure - Geographic Information (Details) link:presentationLink link:calculationLink link:definitionLink 240924064 - Disclosure - Geographic Information - Long-Lived Assets (Details) link:presentationLink link:calculationLink link:definitionLink 210931016 - Disclosure - Basic and Diluted Net Loss per Share link:presentationLink link:calculationLink link:definitionLink 230943013 - Disclosure - Basic and Diluted Net Loss per Share (Tables) link:presentationLink link:calculationLink link:definitionLink 240954065 - Disclosure - Basic and Diluted Net Loss per Share - Computation of Basic and Diluted Loss per Share (Details) link:presentationLink link:calculationLink link:definitionLink 240964066 - Disclosure - Basic and Diluted Net Loss per Share - Antidilutive Securities (Details) link:presentationLink link:calculationLink link:definitionLink 240974067 - Disclosure - Basic and Diluted Net Loss per Share - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 210981017 - Disclosure - Employee Benefit Plans link:presentationLink link:calculationLink link:definitionLink 240994068 - Disclosure - Employee Benefit Plans (Details) link:presentationLink link:calculationLink link:definitionLink 211001018 - Disclosure - Subsequent Events link:presentationLink link:calculationLink link:definitionLink 241014069 - Disclosure - Subsequent Events (Details) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 16 chpt-20220131_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT EX-101.DEF 17 chpt-20220131_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT EX-101.LAB 18 chpt-20220131_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT Supplementary cash flow information Supplemental Cash Flow Information [Abstract] Customer [Domain] Customer [Domain] Class of warrants reedemption price per warrant Class of Warrants Reedemption Price per Warrant Class of Warrants Reedemption Price per Warrant State Current State and Local Tax Expense (Benefit) Vested (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period Leasehold improvements Leasehold Improvements [Member] Schedule of Business Acquisitions, by Acquisition Schedule of Business Acquisitions, by Acquisition [Table Text Block] Preferred stock, shares outstanding (in shares) Preferred Stock, Shares Outstanding Deemed dividends attributable to common stock warrant holders Deemed Dividends Attributable To Common Stock Warrant Holders Deemed Dividends Attributable To Common Stock Warrant Holders Acquisition-related expenses Business Combination, Acquisition Related Costs Derivative liability Derivative Liability Security Exchange Name Security Exchange Name Forfeited (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value Other liabilities Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other Cancelled (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period Weighted-average remaining operating lease term (years) Operating Lease, Weighted Average Remaining Lease Term Foreign Currency Foreign Currency Transactions and Translations Policy [Policy Text Block] Earnout period (in years) Derivative Instrument, Contingent Consideration, Liability, Earnout Period Derivative Instrument, Contingent Consideration, Liability, Earnout Period Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Net increase (decrease) in cash, cash equivalents, and restricted cash Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect Acquired Finite-Lived Intangible Assets [Line Items] Acquired Finite-Lived Intangible Assets [Line Items] Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] Acquired intangible assets Deferred Tax Liabilities, Intangible Assets Tooling Tooling [Member] Tooling Subsequent Event Type [Domain] Subsequent Event Type [Domain] Lessee, Lease, Description [Line Items] Lessee, Lease, Description [Line Items] Earnout shares (in shares) Derivative Instrument, Contingent Consideration, Liability, Shares Derivative Instrument, Contingent Consideration, Liability, Shares Deferred tax liabilities, net Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Acquired intangible assets, useful life Acquired Finite-lived Intangible Assets, Weighted Average Useful Life Gross changes - prior period tax position Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions Net deferred tax assets Deferred Tax Assets, Net Total potentially dilutive common share equivalents Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount Weighted-average operating lease discount rate Operating Lease, Weighted Average Discount Rate, Percent Schedule of Inventories Schedule of Inventory, Current [Table Text Block] Contract with customer liability, revenue recognized Contract with Customer, Liability, Revenue Recognized Research and development Research and Development Expense [Member] Sale of Stock [Axis] Sale of Stock [Axis] Subsequent Events [Abstract] Business Combination and Asset Acquisition [Abstract] Business Acquisition [Axis] Business Acquisition [Axis] Transaction cost Effective Income Tax Rate Reconciliation, Transaction Cost, Percent Effective Income Tax Rate Reconciliation, Transaction Cost, Percent Triggering Event, $15 And $20 VWAP Per Share Thresholds Triggering Event, $15 And $20 VWAP Per Share Thresholds [Member] Triggering Event, $15 And $20 VWAP Per Share Thresholds Change in fair value Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings Award Type [Domain] Award Type [Domain] Local Phone Number Local Phone Number Weighted Average Remaining Contractual term (in years) Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] Operating Loss Carryforwards [Line Items] Operating Loss Carryforwards [Line Items] Exercisable at end of period (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number New Accounting Pronouncements or Change in Accounting Principle [Line Items] New Accounting Pronouncements or Change in Accounting Principle [Line Items] Preferred stock, $0.0001 par value; 10,000,000 and zero shares authorized as of January 31, 2022 and January 31, 2021, respectively; zero issued and outstanding as of January 31, 2022 and January 31, 2021 Preferred Stock, Value, Issued Number of directors to appoint Temporary Equity, Number Of Directors To Appoint Temporary Equity, Number Of Directors To Appoint Series G Series G Redeemable Convertible Preferred Stock [Member] Series G Redeemable Convertible Preferred Stock Accumulated Deficit Retained Earnings [Member] Operating lease right-of-use assets Deferred Tax Liabilities, Leasing Arrangements Issuance of common stock upon exercise of warrants Stock Issued During Period, Value, Conversion of Convertible Securities Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table] Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table] Accounts receivable, net Increase (Decrease) in Accounts Receivable Acquisitions of property and equipment included in accounts payable and accrued and other current liabilities Capital Expenditures Incurred but Not yet Paid Property, Plant and Equipment [Line Items] Property, Plant and Equipment [Line Items] Entity Well-known Seasoned Issuer Entity Well-known Seasoned Issuer Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table] Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table] Shares converted (in shares) Temporary Equity Converted, Reverse Recapitalization Temporary Equity Converted, Reverse Recapitalization Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] Net loss per share - Basic (USD per share) Earnings Per Share, Basic Proceeds from issuance of temporary equity Proceeds From Issuance Of Temporary Equity Proceeds From Issuance Of Temporary Equity Operating loss carryforward subject to expiration Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration 2017 Stock Plan Stock Plan 2017 [Member] Stock Plan 2017 Revenue, Initial Application Period Cumulative Effect Transition [Line Items] Revenue, Initial Application Period Cumulative Effect Transition [Line Items] Merger and PIPE financing shares (in shares) Stock Issued During Period, Shares, Reverse Recapitalization Stock Issued During Period, Shares, Reverse Recapitalization Outstanding, beginning balance (in shares) Outstanding, ending balance (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number Beginning balance Ending balance Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value Reclassification of Legacy ChargePoint preferred stock warrant liability upon the reverse capitalization Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Reclassifications Due To Reverse Capitalization Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Reclassifications Due To Reverse Capitalization Purchase price of merger and PIPE financing shares Stock Issued During Period, Value, Reverse Recapitalization Stock Issued During Period, Value, Reverse Recapitalization Permanent differences Effective Income Tax Rate Reconciliation, Permanent Differences, Percent Effective Income Tax Rate Reconciliation, Permanent Differences, Percent Beginning balance Ending balance Total deferred contract acquisition costs Capitalized Contract Cost, Net Cumulative Effect, Period of Adoption, Adjustment Cumulative Effect, Period of Adoption, Adjustment [Member] Machinery and equipment Machinery and Equipment [Member] Gain attributable to earnout shares issued Dilutive Securities, Effect On Basic Earnings Per Share, Dilutive Gain On Earnout Shares Issued Dilutive Securities, Effect On Basic Earnings Per Share, Dilutive Gain On Earnout Shares Issued Net deferred tax liabilities Deferred Tax Liabilities, Net Other Other Noncash Income (Expense) Deferred contract acquisition costs, noncurrent Capitalized Contract Cost, Net, Noncurrent Depreciation and amortization Deferred Tax Liabilities, Property, Plant and Equipment Redeemable Convertible Preferred Stock Warrants Redeemable Convertible Preferred Stock Warrants [Member] Redeemable Convertible Preferred Stock Warrants Entity Voluntary Filers Entity Voluntary Filers Par value (USD per share) Temporary Equity, Par or Stated Value Per Share Deemed dividends attributable to vested option holders Deemed Dividends Attributable To Vested Option Holders Deemed Dividends Attributable To Vested Option Holders Plan Name [Axis] Plan Name [Axis] Assets Assets, Fair Value Disclosure [Abstract] Level 1 Fair Value, Inputs, Level 1 [Member] Cash flows from investing activities Net Cash Provided by (Used in) Investing Activities [Abstract] Income Tax Disclosure [Abstract] Private Placement Warrants Private Placement Warrants [Member] Private Placement Warrants Entity Small Business Entity Small Business Add: Earnout Shares under the treasury stock method (in shares) Incremental Common Shares Attributable to Dilutive Effect of Contingently Issuable Shares Gross changes - current period tax position Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions Computers and software Computers And Software [Member] Computers And Software Additional paid-in capital Additional Paid in Capital Stockholders equity exchange ratio Stockholders Equity Exchange Ratio Stockholders Equity Exchange Ratio Liabilities, Redeemable Convertible Preferred Stock, and Stockholders' Equity (Deficit) Liabilities and Equity [Abstract] Legacy Warrants Legacy Common And Preferred Stock Warrants [Member] Legacy Common And Preferred Stock Warrants Accounts payable Increase (Decrease) in Accounts Payable Series C Series C Redeemable Convertible Preferred Stock [Member] Series C Redeemable Convertible Preferred Stock Private placement warrant liability acquired as part of the merger Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases Series B D E Preferred Stock Series B D E Preferred Stock [Member] Series B D E Preferred Stock Additional earn back shares (in shares) Derivative Instrument, Contingent Consideration, Liability, Additional Shares Derivative Instrument, Contingent Consideration, Liability, Additional Shares Reclassification of remaining contingent earnout liability upon triggering event Fair Value, Measurement with Unobservable Inputs Reconciliation, Liability, Transfers Into Level 3 Entity Interactive Data Current Entity Interactive Data Current Research and development tax credits Effective Income Tax Rate Reconciliation, Tax Credit, Research, Percent Balance Sheet Components Additional Financial Information Disclosure [Text Block] Issuance of common stock upon exercise of vested stock options Stock Issued During Period, Value, Stock Options Exercised Change in fair value of contingent earnout liability Change in fair value of contingent earnout liability Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability Daimler Affiliated Entity [Member] Initial measurements of fair value of warrant liability Initial Measurements of Fair Value of Warrant Liability Initial Measurements of Fair Value of Warrant Liability Schedule of Common Stock Reserved for Future Issuance Schedule of Stock by Class [Table Text Block] Class of Warrant or Right [Line Items] Class of Warrant or Right [Line Items] Unrecognized tax benefits Unrecognized tax benefits - beginning Unrecognized tax benefits — ending Unrecognized Tax Benefits Income Tax Authority [Domain] Income Tax Authority [Domain] Total deferred tax assets Deferred Tax Assets, Gross Entity Common Stock, Shares Outstanding Entity Common Stock, Shares Outstanding Legacy Chargepoint shares (in shares) Stock Converted, Reverse Recapitalization Stock Converted, Reverse Recapitalization Series H, Series G, Series F, Series E, And Series D Redeemable Convertible Preferred Stock Series H, Series G, Series F, Series E, And Series D Redeemable Convertible Preferred Stock [Member] Series H, Series G, Series F, Series E, And Series D Redeemable Convertible Preferred Stock Entity Address, State or Province Entity Address, State or Province Issuance of common stock in connection with acquisitions Stock Issued During Period, Value, Acquisitions Current liabilities: Liabilities, Current [Abstract] Operating lease liabilities Increase (Decrease) in Operating Lease Liability General and administrative General and Administrative Expense Revision of Prior Period [Axis] Revision of Prior Period [Axis] Common Stock Warrant, Expires in 2028 Through 2030 Common Stock Warrant, Expires in 2028 Through 2030 [Member] Common Stock Warrant, Expires in 2028 Through 2030 Beginning balance (in shares) Ending balance (in shares) Shares outstanding (in shares) Shares, Outstanding Exercisable as of end of period (USD per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price Accounting Policies [Abstract] Outstanding (in years) Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term Derivative Instrument [Axis] Derivative Instrument [Axis] Contingent earnout liability recognized upon the closing of the reverse recapitalization Adjustments To Additional Paid In Capital, Reverse Recapitalization, Contingent Earnout Liability Recognized Adjustments To Additional Paid In Capital, Reverse Recapitalization, Contingent Earnout Liability Recognized Capitalized contract cost, amortization period Capitalized Contract Cost, Amortization Period Intrinsic value Temporary Equity, Intrinsic Value Temporary Equity, Intrinsic Value Redeemable Convertible Preferred Stock Temporary Equity [Text Block] Temporary Equity Federal Current Federal Tax Expense (Benefit) Total operating lease liabilities Total operating lease liabilities Operating Lease, Liability Document Transition Report Document Transition Report Common stock: $0.0001 par value; 1,000,000,000 and 299,771,284 shares authorized as of January 31, 2022 and 2021, respectively; 334,760,615 and 22,961,032 shares issued and outstanding as of January 31, 2022 and 2021, respectively Common Stock, Value, Issued Purchase commitments for goods and services Long-term Purchase Commitment, Amount Period for recognition (in years) Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition Outstanding, beginning balance (in dollars per share) Outstanding, ending balance (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value Customer Concentration Risk Customer Concentration Risk [Member] Section 162(m) executive compensation limitation Effective Income Tax Rate Reconciliation, Section 162(m) Executive Compensation Limitation, Percent Effective Income Tax Rate Reconciliation, Section 162(m) Executive Compensation Limitation, Percent Leases Lessee, Operating Leases [Text Block] Share Price Greater Or Equal 20 USD Share Price Greater Or Equal Twenty Usd [Member] Share Price Greater Or Equal Twenty Usd ICFR Auditor Attestation Flag ICFR Auditor Attestation Flag Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] Antidilutive Securities, Name [Domain] Antidilutive Securities, Name [Domain] Ownership [Axis] Ownership [Axis] Foreign Deferred Foreign Income Tax Expense (Benefit) Legal Entity [Axis] Legal Entity [Axis] Preference amount allocation Temporary Equity, Preference Amount Allocation Temporary Equity, Preference Amount Allocation Schedule of Revenue by Geographic Area Revenue from External Customers by Geographic Areas [Table Text Block] Class of Stock [Axis] Class of Stock [Axis] Pro forma net loss Business Acquisition, Pro Forma Net Income (Loss) Share Price Greater Or Equal 30 USD Share Price Greater Or Equal Thirty Usd [Member] Share Price Greater Or Equal Thirty Usd Income Tax Authority [Axis] Income Tax Authority [Axis] Consideration received on sold shares Sale of Stock, Consideration Received on Transaction Right-of-use assets obtained in exchange for lease liabilities Right-of-Use Asset Obtained In Exchange For Operating And Finance Lease Liability Right-of-Use Asset Obtained In Exchange For Operating And Finance Lease Liability Work-in-progress Inventory, Work in Process, Net of Reserves Accretion of beneficial conversion feature in connection with Series H-1 redeemable preferred stock Adjustments to Additional Paid in Capital, Increase in Carrying Amount of Redeemable Preferred Stock Prepaid expenses and other current assets Prepaid expenses and other current assets Prepaid Expense and Other Assets, Current Debt converted into warrants (in shares) Debt Conversion, Converted Instrument, Warrants or Options Issued Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization, including impact of Series H-1 paid in kind dividend (in shares) Stock Issued During Period, Shares, Conversion of Convertible Securities, Including Paid-In Kind Dividend Stock Issued During Period, Shares, Conversion of Convertible Securities, Including Paid-In Kind Dividend Revenue from related parties Revenue from Related Parties Redeemable convertible preferred stock: $0.0001 par value; zero and 185,180,248 shares authorized as of January 31, 2022 and 2021, respectively; zero and 182,934,257 shares issued and outstanding as of January 31, 2022 and 2021, respectively (liquidation value: nil and $710,347 as of January 31, 2022 and 2021, respectively) Temporary equity, beginning balance Temporary equity, ending balance Carrying Value Temporary Equity, Carrying Amount, Attributable to Parent Accrued expenses Accrued Liabilities, Current Entity [Domain] Entity [Domain] Total revenue Revenue from Contract with Customer, Excluding Assessed Tax Stock-based compensation Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost Finished goods Inventory, Finished Goods, Net of Reserves Stock options issued and outstanding Stock Options Options to purchase common stock Share-based Payment Arrangement, Option [Member] Equity [Abstract] Fair Value Hierarchy and NAV [Axis] Fair Value Hierarchy and NAV [Axis] Warranty Standard Product Warranty, Policy [Policy Text Block] Measurement Input Type [Domain] Measurement Input Type [Domain] Operating Loss Carryforwards [Table] Operating Loss Carryforwards [Table] Reduction to APIC Payments Of Reverse Recapitalization Transaction Costs, Reduction In APIC Payments Of Reverse Recapitalization Transaction Costs, Reduction In APIC Variable Rate [Axis] Variable Rate [Axis] Geographic Information Segment Reporting Disclosure [Text Block] Property, Plant and Equipment [Table] Property, Plant and Equipment [Table] Shares held in escrow (in shares) Business Acquisition, Equity Interest Issued Or Issuable, Number Of Shares Held In Escrow Business Acquisition, Equity Interest Issued Or Issuable, Number Of Shares Held In Escrow Increase (Decrease) in Stockholders' Equity [Roll Forward] Increase (Decrease) in Stockholders' Equity [Roll Forward] Document Fiscal Year Focus Document Fiscal Year Focus Variable Rate [Domain] Variable Rate [Domain] Additional Paid-In Capital Additional Paid-in Capital [Member] Long-term Debt, Type [Domain] Long-term Debt, Type [Domain] Previously Reported Previously Reported [Member] Interest payable Interest Payable Other income (expense), net Other Nonoperating Income (Expense) Series D Series D Redeemable Convertible Preferred Stock [Member] Series D Redeemable Convertible Preferred Stock Dividend price (in USD per share) Temporary Equity, Dividend Per Share Temporary Equity, Dividend Per Share Triggering Event, $30 VWAP Per Share Threshold Triggering Event, $30 VWAP Per Share Threshold [Member] Triggering Event, $30 VWAP Per Share Threshold Deferred revenue Deferred Tax Assets, Deferred Income Maximum Maximum [Member] Share-based Payment Arrangement [Abstract] Proceeds from issuance of redeemable convertible preferred stock Proceeds from Issuance of Redeemable Convertible Preferred Stock Raw materials Inventory, Raw Materials, Net of Reserves Schedule of Accrued and Other Current Liabilities Schedule of Accrued Liabilities [Table Text Block] Award Type [Axis] Award Type [Axis] Cash flows from financing activities Net Cash Provided by (Used in) Financing Activities [Abstract] Lessee, Operating Lease, Liability, Maturity Lessee, Operating Lease, Liability, Maturity [Table Text Block] Total stockholders' equity (deficit) Beginning balance Ending balance Stockholders' Equity Attributable to Parent Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization Reverse Recapitalization, Conversion Of Redeemable Convertible Preferred Stock Into Common Stock Reverse Recapitalization, Conversion Of Redeemable Convertible Preferred Stock Into Common Stock City Area Code City Area Code Schedule of Reverse Recapitalization Schedule Of Reverse Recapitalization [Table Text Block] Schedule Of Reverse Recapitalization Vesting of early exercised stock options Adjustments To Additional Paid In Capital, Early Exercised Options, Vested Adjustments To Additional Paid In Capital, Early Exercised Options, Vested Exercisable Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] Event [Axis] Event [Axis] Event Converted instrument, principal amount Debt Conversion, Converted Instrument, Amount Repurchase of common stock Payments for Repurchase of Common Stock Property, Plant and Equipment, Useful Life Property, Plant and Equipment, Useful Life Equity transferred (in USD per share) Business Acquisition, Share Price Stockholders' equity (deficit): Stockholders' Equity Attributable to Parent [Abstract] Concentration of Credit Risk and Other Risks and Uncertainties Concentration Risk, Credit Risk, Policy [Policy Text Block] Share Price Range [Domain] Share Price Range [Domain] Share Price Range [Domain] Operating lease liabilities Operating Lease, Liability, Noncurrent Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization, including impact of Series H-1 paid in kind dividend Stock Issued During Period, Value, Conversion of Convertible Securities, Including Paid-In Kind Dividend Stock Issued During Period, Value, Conversion of Convertible Securities, Including Paid-In Kind Dividend Issuance costs Temporary Equity, Issuance Costs Temporary Equity, Issuance Costs Total current Current Income Tax Expense (Benefit) Reverse Recapitalization [Abstract] Reverse Recapitalization Expected volatility, maximum Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum Employee Benefit Plans Defined Contribution Plan [Text Block] Restricted stock units RSU Restricted Stock Units (RSUs) [Member] Schedule of Recognized Identified Assets Acquired and Liabilities Assumed Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] Revision of Prior Period [Domain] Revision of Prior Period [Domain] Total deferred tax liabilities Deferred Tax Liabilities, Gross Business Acquisition [Line Items] Business Acquisition [Line Items] Restrictions on Cash and Cash Equivalents Restrictions on Cash and Cash Equivalents [Table Text Block] Contingent Earnout Liability Reverse Recapitalization, Contingent Earnout Liability Policy [Policy Text Block] Reverse Recapitalization, Contingent Earnout Liability Policy Income Statement [Abstract] Entity Registrant Name Entity Registrant Name Accounts receivable, net Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables Triggering Share price Share Price Triggering Earnout Share Price Triggering Earnout Offering price (in USD per share) Temporary Equity, Offering Price Temporary Equity, Offering Price Cancelled (USD per share) Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price Provision (benefit) for income taxes Total provision for income taxes Income Tax Expense (Benefit) Accounts receivable, net of allowance of $5,584 as of January 31, 2022 and $2,000 as of January 31, 2021 Accounts Receivable, after Allowance for Credit Loss, Current Entity Tax Identification Number Entity Tax Identification Number An (increase) decrease in expenses related to transaction Business Acquisition, Pro Forma (Increase) Decrease In Transaction Expense Business Acquisition, Pro Forma (Increase) Decrease In Transaction Expense Document Fiscal Period Focus Document Fiscal Period Focus Total current assets Assets, Current Conversion price numerator (in USD per share) Temporary Equity, Conversion Price Per Share, Numerator Temporary Equity, Conversion Price Per Share, Numerator Total undiscounted operating lease payments Lessee, Operating Lease, Liability, to be Paid Accounts Receivable Accounts Receivable [Member] Forfeited (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period Schedule of Stock by Class [Table] Schedule of Stock by Class [Table] Stock-based Compensation Share-based Payment Arrangement [Policy Text Block] Adjustments to Additional Paid in Capital, Warrant Issued Adjustments to Additional Paid in Capital, Warrant Issued Statement of Financial Position [Abstract] Unrecognized compensation expense Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount Debt, current Long-term Debt, Current Maturities Long-Lived Tangible Asset [Domain] Long-Lived Tangible Asset [Domain] Possible increase in percent of outstanding shares (as a percent) Share-Based Compensation Arrangement by Share-Based Payment Award, Annual Increase As A Percentage Of Outstanding Stock Share-Based Compensation Arrangement by Share-Based Payment Award, Annual Increase As A Percentage Of Outstanding Stock Weighted average grant date fair value (USD per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value Schedule of Cash and Cash Equivalents Schedule of Cash and Cash Equivalents [Table Text Block] Netherlands NETHERLANDS Stock-based compensation Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Payment Arrangement, Percent Share-based compensation cost not yet recognized Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount Equity Component [Domain] Equity Component [Domain] 2023 Lessee, Operating Lease, Liability, to be Paid, Year One Value of shares in escrow Business Combination, Consideration Transferred, Equity Interests Issued And Issuable Held In Escrow Business Combination, Consideration Transferred, Equity Interests Issued And Issuable Held In Escrow Overall (increase) decrease in net loss Business Acquisition, Pro Forma Increase (Decrease) In Net Income (Loss) Business Acquisition, Pro Forma Increase (Decrease) In Net Income (Loss) An (increase) in amortization expense Business Acquisition, Pro Forma (Increase) Decrease In Amortization Business Acquisition, Pro Forma (Increase) Decrease In Amortization Long Lived Assets Held-for-sale [Line Items] Long Lived Assets Held-for-sale [Line Items] Deferred tax assets: Components of Deferred Tax Assets [Abstract] Issuance costs Debt Issuance Costs, Gross Common Stock consideration Business Combination, Consideration Transferred, Equity Interests Issued and Issuable Common stock of switchback (in shares) Stock Issued During Period, Shares, Acquisitions Revenue expected to be recognized from remaining performance obligations Revenue, Remaining Performance Obligation, Amount Issuance of earnout shares upon triggering events Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Issuances Change in valuation allowance Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent Counterparty Name [Domain] Counterparty Name [Domain] Merger and PIPE financing Proceeds from merger Proceeds From Reverse Recapitalization Transaction Proceeds From Reverse Recapitalization Transaction 2026 Lessee, Operating Lease, Liability, to be Paid, Year Four Net loss before income taxes Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest Level 2 Fair Value, Inputs, Level 2 [Member] Dividend rate Measurement Input, Expected Dividend Rate [Member] Deferred revenue, noncurrent Contract with Customer, Liability, Noncurrent Auditor Location Auditor Location Number of consecutive trading days Derivative Instrument, Contingent Consideration, Liability, Earnout Period, Threshold Consecutive Trading Days Derivative Instrument, Contingent Consideration, Liability, Earnout Period, Threshold Consecutive Trading Days Proceeds from issuance of common stock warrants, net of issuance costs Proceeds from Issuance of Warrants Segment Reporting [Abstract] Useful life (in years) Finite-Lived Intangible Asset, Useful Life Cost of revenue Cost Of Goods And Services Sold [Member] Cost Of Goods And Services Sold Issuance costs Adjustments to Additional Paid in Capital, Recapitalization, Transaction Costs Adjustments to Additional Paid in Capital, Recapitalization, Transaction Costs Common Stock Warrants as Part of the Merger (in shares) Class Of Warrant Or Right, Acquired Class Of Warrant Or Right, Acquired Use of Estimates Use of Estimates, Policy [Policy Text Block] Schedule of Loss Per Share Attributable to Common Stockholders, Basic and Diluted Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] Other comprehensive income (loss) Other comprehensive loss Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent Title of 12(b) Security Title of 12(b) Security Deferred tax benefit Deferred Income Taxes and Tax Credits Common stock, shares authorized (in shares) Common Stock, Shares Authorized Weighted average common shares outstanding (in shares) Weighted Average Number of Shares Issued, Basic Net loss attributable to common stockholders - Diluted Net loss attributable to common stockholders - Diluted Net Income (Loss) Available to Common Stockholders, Diluted Title of Individual [Axis] Title of Individual [Axis] Net loss attributable to common stockholders - Basic Net loss attributable to common stockholders - Basic Net Income (Loss) Available to Common Stockholders, Basic Document Type Document Type Product and Service [Domain] Product and Service [Domain] Earnout Shares Earnout Shares [Member] Earnout Shares Unrealized gain, net of tax OCI, Debt Securities, Available-for-Sale, Gain (Loss), before Adjustment, after Tax Threshold triggering Share price Triggering Share Price Triggering Share Price Lease renewal term Lessee, Operating Lease, Renewal Term Shares authorized (in shares) Common Stock And Temporary Equity, Shares Authorized Common Stock And Temporary Equity, Shares Authorized Contingent earnout liability recognized upon acquisition of ViriCiti (ViriCiti Earnout) Business Combination, Contingent Consideration, Liability Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Interest expense Interest Expense, Long-term Debt Measurement Frequency [Axis] Measurement Frequency [Axis] Redeemable convertible preferred stock (on an as-converted basis) Redeemable Convertible Preferred Stock [Member] Lease, Cost Lease, Cost [Table Text Block] Earnout shares, net (in shares) Derivative Instrument, Contingent Consideration, Liability, Shares Issued, Net Of Shares Withheld For Taxes Derivative Instrument, Contingent Consideration, Liability, Shares Issued, Net Of Shares Withheld For Taxes Geographical [Axis] Geographical [Axis] Other States State and Local Jurisdiction [Member] Purchase price per share (USD per share) Sale of Stock, Price Per Share Non-cash operating lease cost Operating Lease, Right-of-Use Asset, Amortization Expense Contingent Consideration Liability Contingent Consideration Liability [Member] Contingent Consideration Liability Networked charging systems Product [Member] Total financial liabilities Financial Liabilities Fair Value Disclosure Subsequent Events Subsequent Events [Text Block] Shares authorized (in shares) Temporary Equity, Shares Authorized Goodwill, tax deductible amount Business Acquisition, Goodwill, Expected Tax Deductible Amount Chargepoint Chargepoint [Member] Chargepoint Net cash provided by financing activities Net Cash Provided by (Used in) Financing Activities Related Party Transaction [Line Items] Related Party Transaction [Line Items] Earn Back price trigger (USD per share) Derivative Instrument, Contingent Consideration, Liability, Earnout Period, Stock Price Trigger Derivative Instrument, Contingent Consideration, Liability, Earnout Period, Stock Price Trigger Fair Value Measurements Fair Value Disclosures [Text Block] Public Warrants Public Warrants [Member] Public Warrants Concentration Risk Type [Axis] Concentration Risk Type [Axis] Number of votes Common Stock, Number Of Votes Common Stock, Number Of Votes Operating lease liabilities Deferred Tax Assets, Operating Lease Liability Deferred Tax Assets, Operating Lease Liability Business Combinations Business Combinations Policy [Policy Text Block] Dividends payable Dividends Payable Temporary Equity Disclosure [Abstract] Revenue Revenues [Abstract] Share Price Greater Or Equal 15 USD Share Price Greater Or Equal Fifteen Usd Member [Member] Share Price Greater Or Equal Fifteen Usd Member Goodwill Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] Document Period End Date Document Period End Date Concentration Risk Benchmark [Domain] Concentration Risk Benchmark [Domain] Unvested early exercised common stock options Share-Based Payment Arrangement, Options, Unvested, Early Exercised [Member] Share-Based Payment Arrangement, Options, Unvested, Early Exercised Warrants exercised (in shares) Warrants Exercised Warrants Exercised Number of Stock Option Awards Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] State tax rate, net Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent State Deferred State and Local Income Tax Expense (Benefit) Numerator: Net Income (Loss) Available To Common Stockholders, Basic And Diluted [Abstract] Net Income (Loss) Available To Common Stockholders, Basic And Diluted Schedule of Property and Equipment, Net Property, Plant and Equipment [Table Text Block] Research & development credits Deferred Tax Assets, Tax Credit Carryforwards, Research Income Statement Location [Domain] Income Statement Location [Domain] Debt maturity (in years) Debt Instrument, Term Contingent Consideration Type [Domain] Contingent Consideration Type [Domain] Shares issued (in shares) Temporary Equity, Shares Issued Earnout Triggering Event Earnout Triggering Event [Member] Earnout Triggering Event Property and equipment, net Total Property and Equipment, Net Property, Plant and Equipment, Net Total operating expenses Operating Expenses ViriCiti Earnout liability Earnout Liability, ViriCity [Member] Earnout Liability, ViriCity Repayment of borrowings Repayments of Long-term Debt Earnings Per Share [Abstract] Conversion price denominator (in USD per share) Temporary Equity, Conversion Price Per Share, Denominator Temporary Equity, Conversion Price Per Share, Denominator California California Tax Authority [Member] California Tax Authority Property and equipment Property, Plant and Equipment, Gross Beginning Balance Ending Balance Accounts Receivable, Allowance for Credit Loss Foreign currency translation adjustment Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent Revenue expected to be recognized from remaining performance obligations (as percent) Revenue, Remaining Performance Obligation, Percentage Outstanding as of beginning of period (USD per share) Outstanding as of end of period (USD per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price Purchase period (in months) Share-Based Compensation Arrangement By Share-based Payment Award, Purchase Period Share-Based Compensation Arrangement By Share-based Payment Award, Purchase Period Schedule of Related Party Transactions, by Related Party [Table] Schedule of Related Party Transactions, by Related Party [Table] Entity Current Reporting Status Entity Current Reporting Status Weighted Average Grant Date Fair Value per Share Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] Expected volatility, minimum Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum Effective tax rate Effective Income Tax Rate Reconciliation, Percent Counterparty Name [Axis] Counterparty Name [Axis] Class of Warrant or Right [Axis] Class of Warrant or Right [Axis] United States UNITED STATES Taxes payable Taxes Payable, Current Total shares of common stock reserved (in shares) Common Stock, Capital Shares Reserved for Future Issuance Leases [Abstract] Income Taxes Income Tax, Policy [Policy Text Block] Gain from change in fair value Derivative, Gain on Derivative LIBOR London Interbank Offered Rate (LIBOR) [Member] Intangible Assets Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] Entity Address, Postal Zip Code Entity Address, Postal Zip Code Revenue Recognition, Remaining Performance Obligations and Deferred Revenue Revenue from Contract with Customer [Policy Text Block] Weighted average shares outstanding - Diluted (in shares) Weighted average shares outstanding - Diluted (in shares) Weighted Average Number of Shares Outstanding, Diluted Domestic Income (Loss) from Continuing Operations before Income Taxes, Domestic Income Taxes Income Tax Disclosure [Text Block] Related Party [Domain] Related Party [Domain] Long-term Debt, Type [Axis] Long-term Debt, Type [Axis] Share-based Payment Arrangement, Option, Activity Share-based Payment Arrangement, Option, Activity [Table Text Block] Basis spread on variable rate Debt Instrument, Basis Spread on Variable Rate Beneficial conversion feature in connection with Series H-1 redeemable preferred stock Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt Statement of Cash Flows [Abstract] Class of Stock [Line Items] Class of Stock [Line Items] Credit Facility [Axis] Credit Facility [Axis] Finite-Lived Intangible Assets, Major Class Name [Domain] Finite-Lived Intangible Assets, Major Class Name [Domain] Entity Address, Address Line One Entity Address, Address Line One Less: Accumulated depreciation Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment Reclassification to net income, net of tax Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, Net of Tax, Portion Attributable to Parent Other assets Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other Cash flows from operating activities Net Cash Provided by (Used in) Operating Activities [Abstract] General and administrative General and Administrative Expense [Member] Entity Shell Company Entity Shell Company Expected Term (in years) Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term Total current liabilities Liabilities, Current Employee stock purchase plan ESPP Employee Stock [Member] Redeemable convertible preferred stock warrant Redeemable Convertible Preferred Stock Warrant [Member] Redeemable Convertible Preferred Stock Warrant Offering period (in months) Share-Based Compensation Arrangement By Share-based Payment Award, Consecutive Offering Period Share-Based Compensation Arrangement By Share-based Payment Award, Consecutive Offering Period Money market funds Money Market Funds [Member] Cash and cash equivalents Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents Options vested and expected to vest Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value Percent of outstanding shares (as a percent) Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum Current Fiscal Year End Date Current Fiscal Year End Date Warrants Or Rights Outstanding Roll Forward [Roll Forward] Warrants Or Rights Outstanding Roll Forward [Roll Forward] Warrants Or Rights Outstanding Roll Forward HTB HTB [Member] HTB Statement [Table] Statement [Table] Accounting Pronouncements New Accounting Pronouncements, Policy [Policy Text Block] Statistical Measurement [Axis] Statistical Measurement [Axis] Accounts Receivable, net Accounts Receivable [Policy Text Block] Number of consecutive days determining Earnout Triggering Event Number Of Consecutive Days Determining Earnout Triggering Event Number Of Consecutive Days Determining Earnout Triggering Event Subsequent Event Subsequent Event [Member] Goodwill Beginning balance Ending balance Goodwill Intangible assets, net Net Finite-Lived Intangible Assets, Net Transaction costs expensed Payments Of Reverse Recapitalization Transaction Costs Payments Of Reverse Recapitalization Transaction Costs Expected volatility Measurement Input, Price Volatility [Member] Warrants, measurement input Warrants and Rights Outstanding, Measurement Input Recapitalization common stock value (in USD per share) Recapitalization, Price Per Share Recapitalization, Price Per Share Recapitalization exchange ratio Recapitalization Exchange Ratio Recapitalization Exchange Ratio Schedule of Goodwill Schedule of Goodwill [Table Text Block] Adjustments to reconcile net loss to net cash used in operating activities: Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] Subsequent Event Type [Axis] Subsequent Event Type [Axis] Cash and Cash Equivalents [Axis] Cash and Cash Equivalents [Axis] Computers and software Computer Equipment [Member] Related Party Transactions Related Party Transactions Disclosure [Text Block] Capitalization of deferred contract acquisition costs Capitalized Contract Cost, Additions Capitalized Contract Cost, Additions Deferred contract acquisition costs, current Capitalized Contract Cost, Net, Current Total deferred Deferred Income Tax Expense (Benefit) Options vested and expected to ves (in years) Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term Proceeds from the exercise of public warrants Proceeds from Warrant Exercises Changes in operating assets and liabilities, net of effect of acquisitions: Increase (Decrease) in Other Operating Assets and Liabilities, Net [Abstract] Tax at federal statutory rate Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent Net Loss per Share Attributable to Common Stockholders Earnings Per Share, Policy [Policy Text Block] Fair Value Hierarchy and NAV [Domain] Fair Value Hierarchy and NAV [Domain] Net loss Net loss Net income (loss) Net Income (Loss) Attributable to Parent Earnout liability fair value Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Contingent Liability Reclassification of remaining contingent earnout liability upon triggering event Adjustments To Additional Paid In Capital, Reclassification Of Contingent Earnout Liability Adjustments To Additional Paid In Capital, Reclassification Of Contingent Earnout Liability Net cash contributions from merger Reverse Recapitalization, Net Reverse Recapitalization, Net Operating Lease, Right-of-Use Asset Operating leases Operating Lease, Right-of-Use Asset Net operating losses Deferred Tax Assets, Operating Loss Carryforwards Payroll and related expenses Employee-related Liabilities, Current Income Statement Location [Axis] Income Statement Location [Axis] Accumulated amortization Accumulated amortization Finite-Lived Intangible Assets, Accumulated Amortization Statistical Measurement [Domain] Statistical Measurement [Domain] Segment Reporting Segment Reporting, Policy [Policy Text Block] Chargepoint and HTB Chargepoint And HTB [Member] Chargepoint And HTB Entity Incorporation, State or Country Code Entity Incorporation, State or Country Code Maximum number of shares to be purchased per employee (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Maximum Number of Shares Per Employee Transaction costs expensed Transaction Costs Expensed Transaction Costs Expensed Shares outstanding (in shares) Temporary equity, beginning balance (in shares) Temporary equity, ending balance (in shares) Temporary Equity, Shares Outstanding Other assets Other Assets, Noncurrent Dividend Rate Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate Retirement Benefits [Abstract] Entity File Number Entity File Number Stock-based compensation APIC, Share-based Payment Arrangement, Increase for Cost Recognition Schedule Of Reverse Recapitalization [Table] Schedule Of Reverse Recapitalization [Table] Schedule Of Reverse Recapitalization [Table] Organization, Consolidation and Presentation of Financial Statements [Abstract] Less: Weighted-average unvested restricted shares and shares subject to repurchase (in shares) Weighted Average Number Of Shares, Restricted Stock Unvested And Subject To Repurchase Weighted Average Number Of Shares, Restricted Stock Unvested And Subject To Repurchase Contingent earnout liability recognized upon the closing of the reverse recapitalization Reverse Recapitalization, Contingent Earnout Liability Recognized Reverse Recapitalization, Contingent Earnout Liability Recognized Liability Class [Axis] Liability Class [Axis] Private Placement Private Placement [Member] Related party accounts receivable Accounts Receivable, Related Parties Fair value of awards vested Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value Granted (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value Title of Individual [Domain] Title of Individual [Domain] has•to•be Has To Be [Member] Has To Be Credit Facility [Domain] Credit Facility [Domain] Assets Assets [Abstract] Related Party Transactions [Abstract] Impairment of acquired intangible assets and goodwill Goodwill and Intangible Asset Impairment Revenue, Initial Application Period Cumulative Effect Transition [Table] Revenue, Initial Application Period Cumulative Effect Transition [Table] Warranty Extended Product Warranty, Policy [Policy Text Block] Goodwill impairment Goodwill, Impaired, Accumulated Impairment Loss Options vested and expected to vest as of end of period (USD per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price Warranty expense Product Warranty Expense Indefinite domestic operating loss carryforward Deferred Tax Assets, Operating Loss Carryforwards, Domestic Granted (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period Concentration risk, percentage Concentration Risk, Percentage Series E Series E Redeemable Convertible Preferred Stock [Member] Series E Redeemable Convertible Preferred Stock Property and Equipment, net Property, Plant and Equipment, Policy [Policy Text Block] Accounting Standards Update and Change in Accounting Principle [Table] Accounting Standards Update and Change in Accounting Principle [Table] Outstanding as of beginning of period (in shares) Outstanding as end of period (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number Debt Instrument [Axis] Debt Instrument [Axis] Prepaid expenses and other assets Increase (Decrease) in Prepaid Expense and Other Assets Available-for-sale short-term investments: Debt Securities, Available-for-sale [Abstract] Advertising Advertising Cost [Policy Text Block] Payments for working capital adjustment Payments for Previous Acquisition Commitments and Contingencies Commitments and Contingencies Disclosure [Text Block] Cumulative undeclared dividends on redeemable convertible preferred stock Temporary Equity, Dividends, Adjustment Related Party [Axis] Related Party [Axis] Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] Measurement input Business Combination, Contingent Consideration, Liability, Measurement Input Long-lived Assets by Geographic Areas Long-lived Assets by Geographic Areas [Table Text Block] Temporary Equity Temporary Equity [Table Text Block] Business Acquisition, Pro Forma Information Business Acquisition, Pro Forma Information [Table Text Block] Schedule of Deferred Tax Assets and Liabilities Schedule of Deferred Tax Assets and Liabilities [Table Text Block] Eligible compensation per employee (as a percent) Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Rate Commitments and Contingencies Disclosure [Abstract] Number of operating segments Number of Operating Segments Period after merger when warrants become exercisable Class Of Warrant Or Rights, Period To Become Exercisable Class Of Warrant Or Rights, Period To Become Exercisable 2025 Lessee, Operating Lease, Liability, to be Paid, Year Three Change in fair value of dilutive warrants Dilutive Securities, Effect on Basic Earnings Per Share, Dilutive Convertible Securities Prepaid expense Prepaid Expense, Current 401(K) contributions by employer Defined Contribution Plan, Cost Number of Shares Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] Intangible assets Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles Shares reserved for potential future issuance of earnout shares (in shares) Common Stock, Capital Shares Reserved For Future Issuance, Upon Issuance Of Earnout Shares Common Stock, Capital Shares Reserved For Future Issuance, Upon Issuance Of Earnout Shares Issuance of earnout shares upon triggering events, net of tax withholding (in shares) Stock Issued During Period, Shares, Earnout Shares Stock Issued During Period, Shares, Earnout Shares Cash paid for amounts in the measurement of operating lease liabilities Operating Lease, Payments Owned and operated systems Owned And Operated Systems [Member] Owned And Operated Systems Research and Development Research and Development Expense, Policy [Policy Text Block] Total purchase consideration Total purchase consideration Business Combination, Consideration Transferred Additions Charged To Expense Accounts Receivable, Credit Loss Expense (Reversal) Founder shares surrendered (in shares) Less surrender of Switchback Founder Shares Reverse Recapitalization, Stock Surrendered And Retired During Period, Shares Reverse Recapitalization, Stock Surrendered And Retired During Period, Shares Amount borrowed Long-term Debt, Gross Goodwill [Roll Forward] Goodwill [Roll Forward] Total financial assets Assets, Fair Value Disclosure Number of warrants called for redemption Number of Warrants Called For Redemption Number of Warrants Called For Redemption Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] Fair Value by Liability Class [Domain] Fair Value by Liability Class [Domain] Issuance of common stock upon exercise of warrants Issuance of Common Stock Upon Exercise of Warrants Shares Issuance of Common Stock Upon Exercise of Warrants Shares Total liabilities, redeemable convertible preferred stock, and stockholders' equity (deficit) Liabilities and Equity Common Stock Warrant Liabilities Warrant Liability Policy [Policy Text Block] Warrant Liability Policy Deferred revenue Contract with Customer, Liability, Current 2027 Lessee, Operating Lease, Liability, to be Paid, Year Five Maturities of investments Proceeds from Sale and Maturity of Debt Securities, Available-for-sale Options exercised (USD per share) Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price Lessee, Lease, Description [Table] Lessee, Lease, Description [Table] Concentration Risk [Line Items] Concentration Risk [Line Items] Description of Business and Basis of Presentation Business Description and Basis of Presentation [Text Block] Schedule of Other Current Assets Schedule of Other Current Assets [Table Text Block] Basic and Diluted Net Loss per Share Earnings Per Share [Text Block] Operating expenses Operating Expenses [Abstract] Cash and Cash Equivalents [Domain] Cash and Cash Equivalents [Domain] Accrued and other current liabilities Total Accrued and Other Current Liabilities Accrued Liabilities And Other Liabilities, Current Accrued Liabilities And Other Liabilities, Current Minimum Minimum [Member] Gross profit Gross Profit 2024 Lessee, Operating Lease, Liability, to be Paid, Year Two Effect of exchange rate changes on cash, cash equivalents, and restricted cash Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents Preferred stock, shares authorized (in shares) Preferred Stock, Shares Authorized Class of Warrant or Right [Domain] Class of Warrant or Right [Domain] Stock Warrants and Earnout Warrants And Rights And Contingent Earnout Liability Disclosure [Text Block] Warrants And Rights And Contingent Earnout Liability Disclosure Beneficial conversion feature in connection with Series H-1 redeemable preferred stock Temporary Equity, Beneficial Conversion Feature Temporary Equity, Beneficial Conversion Feature Cumulative Effect, Period of Adoption [Axis] Cumulative Effect, Period of Adoption [Axis] Subscription terms (in years) Product Warranty, Extended, Term Product Warranty, Extended, Term Class of Warrant or Right [Table] Class of Warrant or Right [Table] Cash paid for acquisition, net of cash acquired Payments to Acquire Businesses, Net of Cash Acquired Debt Debt Disclosure [Text Block] Schedule of Components of Income Tax Expense (Benefit) Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] Line of Credit Line of Credit [Member] Equity Plans and Stock-Based Compensation Share-based Payment Arrangement [Text Block] Level 3 Fair Value, Inputs, Level 3 [Member] Leases, Lessee Lessee, Leases [Policy Text Block] Fair Value Measurement Inputs and Valuation Techniques [Line Items] Fair Value Measurement Inputs and Valuation Techniques [Line Items] Largest Customer Largest Customer [Member] Largest Customer Shares issued in PIPE (in shares) Stock Issued During Period, Shares, New Issues Issuance costs Payment of deferred transaction costs Payments of Stock Issuance Costs Aggregate Intrinsic Value (in thousands) Aggregate Intrinsic Value Abstract [Abstract] Aggregate Intrinsic Value Abstract Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization, including impact of Series H-1 paid in kind dividend Temporary Equity Issued During Period, Shares, Conversion Of Convertible Securities, Including Paid-In Kind Dividend Temporary Equity Issued During Period, Shares, Conversion Of Convertible Securities, Including Paid-In Kind Dividend Cost of revenue Cost of Revenue [Abstract] Letters of credit outstanding Letters of Credit Outstanding, Amount Disaggregation of Revenue [Line Items] Disaggregation of Revenue [Line Items] Goodwill acquired Goodwill, Acquired During Period Basis of Presentation Basis of Accounting, Policy [Policy Text Block] Commitments and contingencies Commitments and Contingencies Subsequent Event [Table] Subsequent Event [Table] Accumulated other comprehensive income (loss) Accumulated Other Comprehensive Income (Loss), Net of Tax An (increase) decrease in tax provision Business Acquisition, Pro Forma (Increase) Decrease In Income Taxes Business Acquisition, Pro Forma (Increase) Decrease In Income Taxes Entity Emerging Growth Company Entity Emerging Growth Company Allowance for credit loss Accounts Receivable, Allowance for Credit Loss, Current Medium-term Notes Medium-term Notes [Member] Legacy Chargepoint Legacy Chargepoint [Member] Legacy Chargepoint Payment of tax withholding obligations on settlement of earnout shares Payments, Tax Withholding, Reverse Recapitalization Earnout Shares Payments, Tax Withholding, Reverse Recapitalization Earnout Shares Auditor Name Auditor Name Cover [Abstract] Cash, Cash Equivalents, and Restricted Cash Cash and Cash Equivalents, Policy [Policy Text Block] Temporary Equity, by Class of Stock [Table] Temporary Equity, by Class of Stock [Table] Warrants outstanding (in shares) Outstanding at beginning of period (in shares) Outstanding at end of period (in shares) Class of Warrant or Right, Outstanding Less: imputed interest Lessee, Operating Lease, Liability, Undiscounted Excess Amount Equity transferred (in shares) Business Acquisition, Equity Interest Issued or Issuable, Number of Shares Proceeds from merger Merger and PIPE financing Proceeds from Issuance of Private Placement Reclassification of remaining contingent earnout liability upon triggering event Reclassification Of Remaining Contingent Earnout Liability Upon Triggering Event Reclassification Of Remaining Contingent Earnout Liability Upon Triggering Event Shares reserved for potential future issuance upon exercise of stock options and warrants (in shares) Common Stock, Capital Shares Reserved For Future Issuance, Upon Exercise Of Stock Options And Warrants Common Stock, Capital Shares Reserved For Future Issuance, Upon Exercise Of Stock Options And Warrants Current Current Income Tax Expense (Benefit), Continuing Operations [Abstract] Class of warrants redeemed Or called during period Class of Warrants Redeemed Or Called During Period Class of Warrants Redeemed Or Called During Period Liquidation preference per share (in USD per share) Temporary Equity, Liquidation Preference Per Share Issuance of earnout shares upon triggering events, net of tax withholding Stock Issued During Period, Value, Earnout Shares Stock Issued During Period, Value, Earnout Shares Change in fair value of warrant liabilities Change in fair value of warrant liabilities Fair Value Adjustment of Warrants Common Stock Common Stock [Member] Interest income Investment Income, Interest Foreign Income (Loss) from Continuing Operations before Income Taxes, Foreign Number of trading days Derivative Instrument, Contingent Consideration, Liability, Earnout Period, Threshold Trading Days Derivative Instrument, Contingent Consideration, Liability, Earnout Period, Threshold Trading Days Loss from operations Operating Income (Loss) Earnout shares (in shares) Common Stock, Shares Subscribed but Unissued Operating lease liabilities, current Operating Lease, Liability, Current Issuance of redeemable convertible preferred stock and common warrants, net of issuance costs Issuance of Series H redeemable convertible preferred stock Temporary Equity, Stock Issued During Period, Value, New Issues Accretion of beneficial conversion feature of redeemable convertible preferred stock Temporary Equity, Accretion to Redemption Value, Adjustment Stock-based compensation Share-based Payment Arrangement, Noncash Expense Private Warrants Private Warrants [Member] Private Warrants Cash and cash equivalents Cash and Cash Equivalents, at Carrying Value Depreciation expense Depreciation Developed technology Technology-Based Intangible Assets [Member] Number of days determining Earnout Triggering Event Number Of Days Determining Earnout Triggering Event Number Of Days Determining Earnout Triggering Event Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis] Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis] Purchases of investments Payments to Acquire Debt Securities, Available-for-sale Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization, including impact of Series H-1 paid in kind dividend Temporary Equity Issued During Period, Value, Conversion Of Convertible Securities, Including Paid-In Kind Dividend Temporary Equity Issued During Period, Value, Conversion Of Convertible Securities, Including Paid-In Kind Dividend Share Price Range [Axis] Share Price Range [Axis] Share Price Range Issuance of common stock in connection with acquisitions Stock Issued Purchases of property and equipment Payments to Acquire Property, Plant, and Equipment Other current liabilities Other Liabilities, Current Stock Option Plan 2017 Stock Option Plan 2017 [Member] Stock Option Plan 2017 Contingent Consideration by Type [Axis] Contingent Consideration by Type [Axis] Cash - Switchback's trust and cash Cash Acquired Through Reverse Recapitalization Cash Acquired Through Reverse Recapitalization Total liabilities Liabilities Interest and prepayment fees Payment for Debt Extinguishment or Debt Prepayment Cost Granted (USD per share) Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price Outstanding Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value Measurement Input Type [Axis] Measurement Input Type [Axis] Operating loss carryforwards Operating Loss Carryforwards Common Stock, shares issued (in shares) Common Stock, Shares, Issued Preferred stock, shares issued (in shares) Preferred Stock, Shares Issued Loss before income taxes Income (Loss) Attributable to Parent, before Tax [Abstract] Contingent earnout liability recognized upon the closing of the reverse recapitalization Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements Common stock warrant Common Stock Warrant [Member] Common Stock Warrant Expected term (years) Measurement Input, Expected Term [Member] Entity Address, City or Town Entity Address, City or Town 2021 Stock Option Plan Stock Option Plan 2021 [Member] Stock Option Plan 2021 Supplementary cash flow information on non-cash investing and financing activities Noncash Investing and Financing Items [Abstract] Schedule of Unrecognized Tax Benefits Roll Forward Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] Risk-free interest rate, minimum Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum Measurement Frequency [Domain] Measurement Frequency [Domain] Fair value adjustment of warrants Fair Value, Net Derivative Asset (Liability), Recurring Basis, Still Held, Unrealized Gain (Loss) Interest expense Interest Expense Deferred Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract] Reclassification of warrants to stockholders’ equity (deficit) due to exercise Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Reclassifications Due To Exercise Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Reclassifications Due To Exercise Total acquired assets and assumed liabilities Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net Amortization of deferred contract acquisition costs Amortization of deferred contract acquisition costs Capitalized Contract Cost, Amortization Accumulated deficit Retained Earnings (Accumulated Deficit) Fair Value Measurement Inputs and Valuation Techniques [Table] Fair Value Measurement Inputs and Valuation Techniques [Table] Payments of transaction costs related to Merger Payments of Merger Related Costs, Financing Activities Statement of Stockholders' Equity [Abstract] Entity Filer Category Entity Filer Category Concentration Risk [Table] Concentration Risk [Table] Right-of-use asset remeasurement subsequent to lease extension Right-of-Use Asset Remeasurement Right-of-Use Asset Remeasurement Summary of Changes in the Fair Value of the Company's Level 3 Financial Instruments Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] Series H-1 (for liquidation preference including unpaid accumulated dividends) Series H-1 Redeemable Convertible Preferred Stock [Member] Series H-1 Redeemable Convertible Preferred Stock Proceeds from issuance of stock in connection with stock plans, net of withholding taxes Proceeds from Stock Options Exercised Finite-Lived Intangible Assets by Major Class [Axis] Finite-Lived Intangible Assets by Major Class [Axis] Amendment Flag Amendment Flag Net proceeds from line of credit Proceeds from Issuance of Long-term Debt Equity Components [Axis] Equity Components [Axis] Fair Value Disclosures [Abstract] Antidilutive Securities [Axis] Antidilutive Securities [Axis] Sales and marketing Selling and Marketing Expense [Member] Disaggregation of Revenue [Table] Disaggregation of Revenue [Table] Concentration Risk Type [Domain] Concentration Risk Type [Domain] Sale of Stock [Domain] Sale of Stock [Domain] Denominator: Weighted Average Number of Shares Outstanding Reconciliation [Abstract] Inventories Total Inventories Inventory, Net Warrant and earnout revaluation Effective Income Tax Rate Reconciliation, Warrant And Earnout Revaluation, Percent Effective Income Tax Rate Reconciliation, Warrant And Earnout Revaluation, Percent Common Stock Warrant, Expires in 2030 Common Stock Warrant, Expires in 2030 [Member] Common Stock Warrant, Expires in 2030 Federal Deferred Federal Income Tax Expense (Benefit) Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Thereafter Lessee, Operating Lease, Liability, to be Paid, after Year Five Increase in valuation allowance Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount Contingent earnout liability, measurement input Derivative Liability, Measurement Input Schedule of Related Party Transactions Schedule of Related Party Transactions [Table Text Block] Product and Service [Axis] Product and Service [Axis] Schedule of Warrants Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] Accounts Receivable, Allowance for Credit Loss [Roll Forward] Accounts Receivable, Allowance for Credit Loss [Roll Forward] Preferred stock, par value (USD per share) Preferred Stock, Par or Stated Value Per Share Entity Public Float Entity Public Float Documents Incorporated by Reference Documents Incorporated by Reference [Text Block] Chief Executive Officer Chief Executive Officer [Member] Exercise price Measurement Input, Exercise Price [Member] Contract terms Revenue From Contract With Customer, Contract Terms Revenue From Contract With Customer, Contract Terms Issuance of common stock under stock plans, net of tax withholding (in shares) Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture Sales and marketing Selling and Marketing Expense Repurchase of early exercised common stock (in shares) Less redemption of Switchback shares Stock Repurchased During Period, Shares 2007 Stock Plan Stock Plan 2007 [Member] Stock Plan 2007 Accrued and other liabilities Increase (Decrease) in Accrued Liabilities and Other Operating Liabilities Statement [Line Items] Statement [Line Items] Deferred revenue Increase (Decrease) in Contract with Customer, Liability Accruals and reserves Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals Subscription term Revenue From Contract With Customer, Subscription Period Revenue From Contract With Customer, Subscription Period Weighted Average Exercise Price Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] Issuance of common stock under stock plans, net of tax withholding Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture Domestic Tax Authority Domestic Tax Authority [Member] Internal-Use Software Development Costs Internal Use Software, Policy [Policy Text Block] Earnout contingent consideration Business Combination, Contingent Consideration Arrangements, Change in Range of Outcomes, Contingent Consideration, Liability, Value, High Debt Disclosure [Abstract] Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table] Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table] Purchase price of common stock, percent of fair value Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent Long-Lived Tangible Asset [Axis] Long-Lived Tangible Asset [Axis] Less: valuation allowance Deferred Tax Assets, Valuation Allowance Customer [Axis] Customer [Axis] Temporary Equity [Abstract] Temporary Equity [Abstract] Number of stock options granted (in shares) Granted (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross Schedule of Business Acquisitions, by Acquisition [Table] Schedule of Business Acquisitions, by Acquisition [Table] Document Annual Report Document Annual Report Schedule of Stock-based Compensation Expense Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] Accretion of beneficial conversion feature of redeemable convertible preferred stock Accretion Of Beneficial Conversion Feature Of Redeemable Convertible Preferred Stock Accretion Of Beneficial Conversion Feature Of Redeemable Convertible Preferred Stock Total assets Assets Deferred tax liabilities: Components of Deferred Tax Liabilities [Abstract] Plan Name [Domain] Plan Name [Domain] Capitalized Contract Cost [Roll Forward] Capitalized Contract Cost [Roll Forward] Capitalized Contract Cost Switchback Switchback [Member] Switchback Cash proceeds from issuance of temporary equity Cash Proceeds From Issuance Of Temporary Equity Cash Proceeds From Issuance Of Temporary Equity Cash paid for interest Interest Paid, Excluding Capitalized Interest, Operating Activities Geographical [Domain] Geographical [Domain] Current stock price Measurement Input, Share Price [Member] Audit Information [Abstract] Audit Information Research and development Research and Development Expense Derivative Contract [Domain] Derivative Contract [Domain] Summary of Significant Accounting Policies Significant Accounting Policies [Text Block] Revenue expected to be recognized from remaining performance obligations (in months) Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period Cumulative Effect, Period of Adoption [Domain] Cumulative Effect, Period of Adoption [Domain] Net cash used in operating activities Net Cash Provided by (Used in) Operating Activities Research tax credit carryforward Tax Credit Carryforward, Amount Fair Value, Recurring and Nonrecurring [Table] Fair Value, Recurring and Nonrecurring [Table] Furniture and fixtures Furniture and Fixtures [Member] Schedule of Long-term Debt Instruments [Table] Schedule of Long-term Debt Instruments [Table] Subsequent Event [Line Items] Subsequent Event [Line Items] Net loss per share - Diluted (USD per share) Earnings Per Share, Diluted Weighted average shares outstanding - Basic (in shares) Weighted average shares outstanding - Basic (in shares) Weighted Average Number of Shares Outstanding, Basic Subscriptions License and Service [Member] Cash paid for taxes Income Taxes Paid, Net Accounting Standards Update [Extensible Enumeration] Accounting Standards Update [Extensible Enumeration] Rest of World Non-US [Member] Comprehensive loss Comprehensive Income (Loss), Net of Tax, Attributable to Parent Contract with customer liability Contract with Customer, Liability Other comprehensive income (loss): Other Comprehensive Income (Loss), Net of Tax [Abstract] Deferred tax liabilities Deferred Income Tax Liabilities, Net Reverse Recapitalization & Business Combinations Reverse Recapitalization And Business Combinations Disclosure [Text Block] Reverse Recapitalization And Business Combinations Disclosure Issuance of common stock upon exercise of warrants (in shares) Stock Issued During Period, Shares, Conversion of Convertible Securities Business Acquisition, Acquiree [Domain] Business Acquisition, Acquiree [Domain] Warrants redeemed (in shares) Class Of Warrant Or Right, Redeemed Class Of Warrant Or Right, Redeemed Schedule of Effective Income Tax Rate Reconciliation Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] 2018 Loan Loan, 2018 [Member] Loan, 2018 Accounts payable Accounts Payable, Current Impairment of long-lived assets Impairment, Long-Lived Asset, Held-for-Use Depreciation and amortization Depreciation, Depletion and Amortization Number of additional shares allowable under the plan (in shares) Share-Based Compensation Arrangement By Share-Based Payment Award, Annual Increase In Number Of Shares Authorized Share-Based Compensation Arrangement By Share-Based Payment Award, Annual Increase In Number Of Shares Authorized Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] Series F Series F Redeemable Convertible Preferred Stock [Member] Series F Redeemable Convertible Preferred Stock Accumulated Other Comprehensive Income (Loss) AOCI Attributable to Parent [Member] Inventories Increase (Decrease) in Inventories Add: Public and Private Placement Warrants under the treasury stock method (in shares) Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants Common stock, shares outstanding (in shares) Common stock, shares outstanding, beginning balance (in shares) Common stock, shares outstanding, ending balance (in shares) Common Stock, Shares, Outstanding Increase (Decrease) in Temporary Equity [Roll Forward] Increase (Decrease) in Temporary Equity [Roll Forward] Total cost of revenue Cost of Goods and Services Sold Transaction costs expensed Reverse Recapitalization, Offering Costs Reverse Recapitalization, Offering Costs Common stock dividends (in shares) Common Stock Dividends, Shares Entity Central Index Key Entity Central Index Key Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] Reclassification of Legacy ChargePoint redeemable convertible preferred stock warrant liability upon the reverse capitalization Reverse Recapitalization, Reclassification Of Redeemable Convertible Preferred Stock Warrant Liability Reverse Recapitalization, Reclassification Of Redeemable Convertible Preferred Stock Warrant Liability Other Product and Service, Other [Member] Lease cost Lease, Cost Change in driver funds and amounts due to customers Proceeds For (Payments Of) Driver Funds And Amounts Due to Customers Proceeds For (Payments Of) Driver Funds And Amounts Due to Customers Gross changes - prior period tax position Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions Customer relationships Customer Relationships [Member] Schedule Of Reverse Recapitalization [Line Items] Schedule Of Reverse Recapitalization [Line Items] Schedule Of Reverse Recapitalization [Line Items] Other long-term liabilities Other Liabilities, Noncurrent Legacy ChargePoint Shares Legacy ChargePoint Shares [Member] Legacy ChargePoint Shares Liquidation Preference Temporary Equity, Liquidation Preference Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table] Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table] Debt Instrument [Line Items] Debt Instrument [Line Items] Trading Symbol Trading Symbol Schedule of Long Lived Assets Held-for-sale [Table] Schedule of Long Lived Assets Held-for-sale [Table] Revenue Business Acquisition, Pro Forma Revenue Event [Domain] Event [Domain] Event [Domain] Stock price of warrants (in dollars per share) Class of Warrant or Right, Exercise Price of Warrants or Rights Options vested and expected to vest at end of period (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number Common stock and preferred stock warrants Warrant [Member] Leases, Lessor Lessor, Leases [Policy Text Block] Issuance of common stock related to early exercise of stock options (in shares) Stock Issued During Period, Shares, Early Stock Options Exercised Stock Issued During Period, Shares, Early Stock Options Exercised Debt, noncurrent Long-term Debt, Excluding Current Maturities Liabilities Liabilities, Fair Value Disclosure [Abstract] Total stock-based compensation expense Share-based Payment Arrangement, Expense ViriCiti Earnout consideration Business Combination, Consideration Transferred, Liabilities Incurred Cost of Revenue Cost of Goods and Service [Policy Text Block] Vesting of early exercised stock options Vesting Of Early Exercised Stock Options Vesting Of Early Exercised Stock Options Exercisable (in years) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term Risk-free interest rate Measurement Input, Risk Free Interest Rate [Member] Unvested restricted common stock Unvested Restricted Common Stock [Member] Unvested Restricted Common Stock Restricted cash Restricted Cash, Current Series B Series B Convertible Redeemable Preferred Stock [Member] Series B Convertible Redeemable Preferred Stock Schedule of Income before Income Tax, Domestic and Foreign Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] Construction in progress Construction in Progress [Member] Common Class A Common Class A [Member] Cash, cash equivalents, and restricted cash at beginning of period Cash, cash equivalents, and restricted cash at end of period Cash, cash equivalents, and restricted cash Total cash, cash equivalents, and restricted cash Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents Number of shares sold (in shares) Sale of Stock, Number of Shares Issued in Transaction Common stock, par value (USD per share) Common Stock, Par or Stated Value Per Share Risk-free interest rate, maximum Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum Statement of Comprehensive Income [Abstract] Current assets: Assets, Current [Abstract] Cost Finite-Lived Intangible Assets, Gross Intangible assets amortization Effective Income Tax Rate Reconciliation, Nondeductible Expense, Amortization, Percent Impairment of Long-Lived Assets Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] Money market funds Cash and Cash Equivalents, Fair Value Disclosure Grant date fair value Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants in Period, Fair Value Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants in Period, Fair Value Refundable customer deposits Customer Refund Liability, Current Issuance of common stock upon exercise of vested stock options (in shares) Options exercised (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period Share price triggering Earnout Earnout Triggering Share Price Earnout Triggering Share Price Indemnity claim period Business Combination, Indemnity Claim Period Business Combination, Indemnity Claim Period Redeemable convertible preferred stock warrant liability Warrants and Rights Outstanding Fair Value, Recurring Fair Value, Recurring [Member] Common Stock Stockholders' Equity Note Disclosure [Text Block] Series A Series A Redeemable Convertible Preferred Stock [Member] Series A Redeemable Convertible Preferred Stock Write-offs Accounts Receivable, Allowance for Credit Loss, Writeoff Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] Fair Value of Financial Instruments Fair Value of Financial Instruments, Policy [Policy Text Block] Deferred Policy Acquisition Costs Capitalized Contract Cost [Table Text Block] Auditor Firm ID Auditor Firm ID Accretion of beneficial conversion feature in connection with Series H-1 redeemable preferred stock Temporary Equity, Accretion Of Beneficial Conversion Feature Temporary Equity, Accretion Of Beneficial Conversion Feature Net cash provided by (used in) investing activities Net Cash Provided by (Used in) Investing Activities Vested (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value Class of Stock [Domain] Class of Stock [Domain] Cash consideration Payments to Acquire Businesses, Gross Temporary Equity [Line Items] Temporary Equity [Line Items] Cumulative Preferred Stock Cumulative Preferred Stock [Member] Maximum borrowing capacity Line of Credit Facility, Maximum Borrowing Capacity Foreign exchange fluctuations Goodwill, Foreign Currency Translation Gain (Loss) Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] Ownership [Domain] Ownership [Domain] 2021 Equity Incentive Plan Equity Incentive Plan 2021 [Member] Equity Incentive Plan 2021 Debt Instrument, Name [Domain] Debt Instrument, Name [Domain] Total long-lived assets Long-Lived Assets Other Assets, Current Other Assets, Current Advertising Expense Advertising Expense ViriCiti ViriCiti [Member] ViriCiti Preferred Stock Preferred Stock [Member] Extinguishment of debt Extinguishment of Debt, Amount Temporary equity, accrued dividends Temporary Equity, Accrued Dividends Temporary Equity, Accrued Dividends Series H Series H Redeemable Convertible Preferred Stock [Member] Series H Redeemable Convertible Preferred Stock Issuance of Series H redeemable convertible preferred stock, net of issuance costs of $8.4 million (in shares) Issuance of temporary equity (in shares) Temporary Equity, Stock Issued During Period, Shares, New Issues Temporary Equity, Stock Issued During Period, Shares, New Issues Fair Value Measurement Inputs and Valuation Techniques Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] Inventories Inventory, Policy [Policy Text Block] Foreign Current Foreign Tax Expense (Benefit) Redeemable Convertible Preferred Stock Warrants Temporary Equity, Policy [Policy Text Block] Temporary Equity, Policy Concentration Risk Benchmark [Axis] Concentration Risk Benchmark [Axis] Contingent earnout liability recognized upon the acquisition of ViriCiti (“ViriCiti Earnout”) Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases Accounts Receivable, Allowance for Credit Loss Accounts Receivable, Allowance for Credit Loss [Table Text Block] Assets and Liabilities, Lessee Assets And Liabilities, Lessee [Table Text Block] Assets And Liabilities, Lessee Deferred transaction costs not yet paid Deferred Transaction Costs Incurred But Not Yet Paid Deferred Transaction Costs Incurred But Not Yet Paid Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions [Table Text Block] Accounting Standards Update 2014-09 [Member] EX-101.PRE 19 chpt-20220131_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT GRAPHIC 20 chpt-20220131_g1.jpg begin 644 chpt-20220131_g1.jpg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end GRAPHIC 21 image_0a.jpg GRAPHIC begin 644 image_0a.jpg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end GRAPHIC 22 image_1a.jpg GRAPHIC begin 644 image_1a.jpg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end XML 23 R1.htm IDEA: XBRL DOCUMENT v3.22.1
Cover - USD ($)
$ in Billions
 12 Months Ended
Jan. 31, 2022
Mar. 28, 2022
Jul. 30, 2021
Cover [Abstract]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Jan. 31, 2022    
Current Fiscal Year End Date --01-31    
Document Transition Report false    
Entity File Number 001-39004    
Entity Registrant Name ChargePoint Holdings, Inc.    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 84-1747686    
Entity Address, Address Line One 240 East Hacienda Avenue    
Entity Address, City or Town Campbell    
Entity Address, State or Province CA    
Entity Address, Postal Zip Code 95008    
City Area Code 408    
Local Phone Number 841-4500    
Title of 12(b) Security Common Stock, par value $0.0001    
Trading Symbol CHPT    
Security Exchange Name NYSE    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Entity Shell Company false    
Entity Public Float     $ 3.1
Entity Common Stock, Shares Outstanding   335,940,082  
Documents Incorporated by Reference Portions of the Registrant’s definitive proxy statement relating to its 2022 annual meeting of shareholders (the “2022 Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2022 Proxy Statement will be filed with the U.S. Securities Exchange Commission within 120 days after the end of the fiscal year to which this report relates.    
Document Fiscal Year Focus 2022    
Document Fiscal Period Focus FY    
Amendment Flag false    
Entity Central Index Key 0001777393    
XML 24 R2.htm IDEA: XBRL DOCUMENT v3.22.1
Audit Information
 12 Months Ended
Jan. 31, 2022
Audit Information [Abstract]  
Auditor Name PricewaterhouseCoopers LLP
Auditor Firm ID 238
Auditor Location San Jose, California
XML 25 R3.htm IDEA: XBRL DOCUMENT v3.22.1
Consolidated Balance Sheets - USD ($)
Jan. 31, 2022
Jan. 31, 2021
Current assets:    
Cash and cash equivalents $ 315,235,000 $ 145,491,000
Restricted cash 400,000 400,000
Accounts receivable, net of allowance of $5,584 as of January 31, 2022 and $2,000 as of January 31, 2021 75,939,000 35,075,000
Inventories 35,879,000 33,592,000
Prepaid expenses and other current assets 36,603,000 12,074,000
Total current assets 464,056,000 226,632,000
Property and equipment, net 34,593,000 29,988,000
Intangible assets, net 107,209,000 0
Operating Lease, Right-of-Use Asset 25,535,000 21,817,000
Goodwill 218,484,000 1,215,000
Other assets 6,020,000 10,468,000
Total assets 855,897,000 290,120,000
Current liabilities:    
Accounts payable 27,576,000 19,784,000
Accrued and other current liabilities 84,328,000 47,162,000
Deferred revenue 77,142,000 40,934,000
Debt, current 0 10,208,000
Total current liabilities 189,046,000 118,088,000
Deferred revenue, noncurrent 69,666,000 48,896,000
Debt, noncurrent 0 24,686,000
Operating lease liabilities 25,370,000 22,459,000
Deferred tax liabilities 17,697,000 0
Redeemable convertible preferred stock warrant liability 0 75,843,000
Other long-term liabilities 7,104,000 972,000
Total liabilities 308,883,000 290,944,000
Commitments and contingencies
Temporary Equity [Abstract]    
Redeemable convertible preferred stock: $0.0001 par value; zero and 185,180,248 shares authorized as of January 31, 2022 and 2021, respectively; zero and 182,934,257 shares issued and outstanding as of January 31, 2022 and 2021, respectively (liquidation value: nil and $710,347 as of January 31, 2022 and 2021, respectively) 0 615,697,000
Stockholders' equity (deficit):    
Common stock: $0.0001 par value; 1,000,000,000 and 299,771,284 shares authorized as of January 31, 2022 and 2021, respectively; 334,760,615 and 22,961,032 shares issued and outstanding as of January 31, 2022 and 2021, respectively 33,000 2,000
Preferred stock, $0.0001 par value; 10,000,000 and zero shares authorized as of January 31, 2022 and January 31, 2021, respectively; zero issued and outstanding as of January 31, 2022 and January 31, 2021 0 0
Additional paid-in capital 1,366,855,000 62,736,000
Accumulated other comprehensive income (loss) (8,219,000) 155,000
Accumulated deficit (811,655,000) (679,414,000)
Total stockholders' equity (deficit) 547,014,000 (616,521,000)
Total liabilities, redeemable convertible preferred stock, and stockholders' equity (deficit) $ 855,897,000 $ 290,120,000
XML 26 R4.htm IDEA: XBRL DOCUMENT v3.22.1
Consolidated Balance Sheets (Parenthetical) - USD ($)
Jan. 31, 2022
Jan. 31, 2021
Current assets:    
Allowance for credit loss $ 5,584,000 $ 2,000,000
Temporary Equity [Abstract]    
Par value (USD per share) $ 0.0001 $ 0.0001
Shares authorized (in shares) 0 185,180,248
Shares issued (in shares) 0 182,934,257
Shares outstanding (in shares) 0 182,934,257
Liquidation Preference $ 0 $ 710,347,000
Stockholders' equity (deficit):    
Common stock, par value (USD per share) $ 0.0001 $ 0.0001
Common stock, shares authorized (in shares) 1,000,000,000 299,771,284
Common Stock, shares issued (in shares) 334,760,615 22,961,032
Common stock, shares outstanding (in shares) 334,760,615 22,961,032
Preferred stock, par value (USD per share) $ 0.0001 $ 0.0001
Preferred stock, shares authorized (in shares) 10,000,000 0
Preferred stock, shares issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
XML 27 R5.htm IDEA: XBRL DOCUMENT v3.22.1
Consolidated Statements of Operations - USD ($)
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Revenue      
Total revenue $ 241,006,000 $ 146,490,000 $ 144,515,000
Cost of revenue      
Total cost of revenue 187,473,000 113,541,000 126,473,000
Gross profit 53,533,000 32,949,000 18,042,000
Operating expenses      
Research and development 145,043,000 75,017,000 69,464,000
Sales and marketing 92,550,000 53,002,000 56,997,000
General and administrative 81,380,000 25,922,000 23,945,000
Total operating expenses 318,973,000 153,941,000 150,406,000
Loss from operations (265,440,000) (120,992,000) (132,364,000)
Interest income 98,000 315,000 3,245,000
Interest expense (1,502,000) (3,253,000) (3,544,000)
Change in fair value of contingent earnout liability 84,420,000 0 0
Transaction costs expensed (7,031,000) 0 0
Other income (expense), net (2,775,000) 229,000 (565,000)
Net loss before income taxes (135,171,000) (196,826,000) (134,103,000)
Provision (benefit) for income taxes (2,930,000) 198,000 224,000
Net loss (132,241,000) (197,024,000) (134,327,000)
Accretion of beneficial conversion feature of redeemable convertible preferred stock 0 (60,377,000) 0
Cumulative undeclared dividends on redeemable convertible preferred stock (4,292,000) (16,799,000) 0
Deemed dividends attributable to vested option holders (51,855,000) 0 0
Deemed dividends attributable to common stock warrant holders (110,635,000) 0 0
Net loss attributable to common stockholders - Basic (299,023,000) (274,200,000) (134,327,000)
Gain attributable to earnout shares issued (84,420,000) 0 0
Change in fair value of dilutive warrants (68,223,000) 0 0
Net loss attributable to common stockholders - Diluted $ (451,666,000) $ (274,200,000) $ (134,327,000)
Weighted average shares outstanding - Basic (in shares) 297,421,969 15,116,763 8,893,787
Weighted average shares outstanding - Diluted (in shares) 302,490,266 15,116,763 8,893,787
Net loss per share - Basic (USD per share) $ (1.01) $ (18.14) $ (15.10)
Net loss per share - Diluted (USD per share) $ (1.49) $ (18.14) $ (15.10)
Redeemable convertible preferred stock warrant      
Operating expenses      
Change in fair value of warrant liabilities $ 9,237,000 $ (73,125,000) $ (875,000)
Common stock warrant      
Operating expenses      
Change in fair value of warrant liabilities 47,822,000 0 0
Networked charging systems      
Revenue      
Total revenue 173,850,000 91,893,000 101,012,000
Cost of revenue      
Total cost of revenue 147,313,000 87,083,000 105,940,000
Subscriptions      
Revenue      
Total revenue 53,512,000 40,563,000 28,930,000
Cost of revenue      
Total cost of revenue 31,190,000 20,385,000 16,244,000
Other      
Revenue      
Total revenue 13,644,000 14,034,000 14,573,000
Cost of revenue      
Total cost of revenue $ 8,970,000 $ 6,073,000 $ 4,289,000
XML 28 R6.htm IDEA: XBRL DOCUMENT v3.22.1
Consolidated Statements of Comprehensive Income (Loss) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Statement of Comprehensive Income [Abstract]      
Net loss $ (132,241) $ (197,024) $ (134,327)
Other comprehensive income (loss):      
Foreign currency translation adjustment (8,374) 141 131
Available-for-sale short-term investments:      
Unrealized gain, net of tax 0 0 23
Reclassification to net income, net of tax 0 (23) 0
Other comprehensive income (loss) (8,374) 118 154
Comprehensive loss $ (140,615) $ (196,906) $ (134,173)
XML 29 R7.htm IDEA: XBRL DOCUMENT v3.22.1
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($)
Total
Cumulative Effect, Period of Adoption, Adjustment
Common Stock
Additional Paid-In Capital
Accumulated Other Comprehensive Income (Loss)
Accumulated Deficit
Accumulated Deficit
Cumulative Effect, Period of Adoption, Adjustment
Temporary equity, beginning balance (in shares) at Jan. 31, 2019 157,948,553            
Temporary equity, beginning balance at Jan. 31, 2019 $ 505,485,000            
Increase (Decrease) in Temporary Equity [Roll Forward]              
Issuance of Series H redeemable convertible preferred stock, net of issuance costs of $8.4 million (in shares) 2,634,650            
Issuance of redeemable convertible preferred stock and common warrants, net of issuance costs $ 14,756,000            
Temporary equity, ending balance (in shares) at Jan. 31, 2020 160,583,203            
Temporary equity, ending balance at Jan. 31, 2020 $ 520,241,000            
Beginning balance (in shares) at Jan. 31, 2019     7,087,949        
Beginning balance at Jan. 31, 2019 (335,375,000) $ 2,189,000 $ 1,000 $ 14,993,000 $ (117,000) $ (350,252,000) $ 2,189,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Adjustments to Additional Paid in Capital, Warrant Issued 185,000     185,000      
Issuance of common stock upon exercise of vested stock options (in shares)     4,795,588        
Issuance of common stock upon exercise of vested stock options 2,201,000     2,201,000      
Issuance of common stock related to early exercise of stock options (in shares)     34,881        
Vesting of early exercised stock options 15,000     15,000      
Stock-based compensation 2,937,000     2,937,000      
Net loss (134,327,000)         (134,327,000)  
Other comprehensive loss 154,000       154,000    
Ending balance (in shares) at Jan. 31, 2020     11,918,418        
Ending balance at Jan. 31, 2020 $ (462,021,000)   $ 1,000 20,331,000 37,000 (482,390,000)  
Increase (Decrease) in Temporary Equity [Roll Forward]              
Issuance of Series H redeemable convertible preferred stock, net of issuance costs of $8.4 million (in shares) 22,351,054            
Issuance of redeemable convertible preferred stock and common warrants, net of issuance costs $ 95,456,000            
Beneficial conversion feature in connection with Series H-1 redeemable preferred stock (60,377,000)            
Accretion of beneficial conversion feature in connection with Series H-1 redeemable preferred stock $ 60,377,000            
Temporary equity, ending balance (in shares) at Jan. 31, 2021 182,934,257            
Temporary equity, ending balance at Jan. 31, 2021 $ 615,697,000            
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Adjustments to Additional Paid in Capital, Warrant Issued 31,547,000     31,547,000      
Beneficial conversion feature in connection with Series H-1 redeemable preferred stock 60,377,000     60,377,000      
Accretion of beneficial conversion feature in connection with Series H-1 redeemable preferred stock (60,377,000)     (60,377,000)      
Issuance of common stock upon exercise of vested stock options (in shares)     10,363,603        
Issuance of common stock upon exercise of vested stock options 5,644,000   $ 1,000 5,643,000      
Issuance of common stock related to early exercise of stock options (in shares)     679,011        
Vesting of early exercised stock options 268,000     268,000      
Stock-based compensation 4,947,000     4,947,000      
Net loss (197,024,000)         (197,024,000)  
Other comprehensive loss 118,000       118,000    
Ending balance (in shares) at Jan. 31, 2021     22,961,032        
Ending balance at Jan. 31, 2021 $ (616,521,000)   $ 2,000 62,736,000 155,000 (679,414,000)  
Temporary equity, ending balance (in shares) at Jan. 31, 2022 0            
Temporary equity, ending balance at Jan. 31, 2022 $ 0            
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization, including impact of Series H-1 paid in kind dividend (182,934,257)            
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization, including impact of Series H-1 paid in kind dividend $ (615,697,000)            
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization, including impact of Series H-1 paid in kind dividend (in shares)     194,060,336        
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization, including impact of Series H-1 paid in kind dividend 615,697,000   $ 20,000 615,677,000      
Issuance of common stock under stock plans, net of tax withholding 4,516,000     4,516,000      
Issuance of common stock under stock plans, net of tax withholding (in shares)     8,620,607        
Adjustments to Additional Paid in Capital, Warrant Issued $ 66,606,000     66,606,000      
Issuance of common stock upon exercise of vested stock options (in shares) 7,238,656            
Merger and PIPE financing shares (in shares)     60,746,989        
Purchase price of merger and PIPE financing shares $ 200,466,000   $ 6,000 200,460,000      
Issuance of common stock upon exercise of warrants (in shares)     16,364,810        
Issuance of common stock upon exercise of warrants 352,613,000   $ 1,000 352,612,000      
Common stock of switchback (in shares)     5,695,176        
Issuance of common stock in connection with acquisitions 102,058,000   $ 1,000 102,057,000      
Issuance of earnout shares upon triggering events, net of tax withholding (in shares)     26,313,253        
Issuance of earnout shares upon triggering events, net of tax withholding 480,225,000   $ 3,000 480,222,000      
Contingent earnout liability recognized upon the closing of the reverse recapitalization (828,180,000)     (828,180,000)      
Reclassification of remaining contingent earnout liability upon triggering event 242,640,000     242,640,000      
Vesting of early exercised stock options $ 178,000     178,000      
Repurchase of early exercised common stock (in shares) (1,588)            
Stock-based compensation $ 67,331,000     67,331,000      
Net loss (132,241,000)         (132,241,000)  
Other comprehensive loss (8,374,000)       (8,374,000)    
Ending balance (in shares) at Jan. 31, 2022     334,760,615        
Ending balance at Jan. 31, 2022 $ 547,014,000   $ 33,000 $ 1,366,855,000 $ (8,219,000) $ (811,655,000)  
XML 30 R8.htm IDEA: XBRL DOCUMENT v3.22.1
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Parenthetical)
$ in Thousands
 12 Months Ended
Jan. 31, 2020
USD ($)
Issuance costs $ 0
Series H  
Issuance costs $ 100
XML 31 R9.htm IDEA: XBRL DOCUMENT v3.22.1
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Change in fair value of contingent earnout liability $ (84,420) $ 0 $ 0
Cash flows from operating activities      
Net loss (132,241) (197,024) (134,327)
Adjustments to reconcile net loss to net cash used in operating activities:      
Depreciation and amortization 16,457 10,083 7,698
Non-cash operating lease cost 4,244 3,762 3,121
Stock-based compensation 67,331 4,947 2,937
Amortization of deferred contract acquisition costs 1,786 1,206 675
Transaction costs expensed 7,031 0 0
Deferred tax benefit (3,306) 0 0
Other 3,680 1,858 2,014
Changes in operating assets and liabilities, net of effect of acquisitions:      
Accounts receivable, net (38,388) 3,292 (8,702)
Inventories (1,991) (9,585) (1,472)
Prepaid expenses and other assets (23,941) (8,914) (2,961)
Operating lease liabilities (3,460) (2,815) (1,181)
Accounts payable 7,933 (493) 15,704
Accrued and other liabilities 21,619 11,556 93
Deferred revenue 55,281 17,156 27,590
Net cash used in operating activities (157,178) (91,846) (87,936)
Cash flows from investing activities      
Purchases of property and equipment (16,410) (11,484) (14,885)
Purchases of investments 0 0 (179,514)
Maturities of investments 0 47,014 132,500
Cash paid for acquisition, net of cash acquired (205,330) 0 0
Net cash provided by (used in) investing activities (221,740) 35,530 (61,899)
Cash flows from financing activities      
Proceeds from issuance of redeemable convertible preferred stock 0 95,456 14,756
Proceeds from the exercise of public warrants 118,864 0 0
Merger and PIPE financing 511,646 0 0
Payment of tax withholding obligations on settlement of earnout shares (20,895) 0 0
Repayment of borrowings (36,051) 0 0
Proceeds from issuance of common stock warrants, net of issuance costs 0 31,547 185
Payments of transaction costs related to Merger (32,468) 0 0
Change in driver funds and amounts due to customers 3,675 0 0
Payment of deferred transaction costs 0 (4,003) 0
Proceeds from issuance of stock in connection with stock plans, net of withholding taxes 4,916 5,913 2,217
Net cash provided by financing activities 549,687 128,913 17,158
Effect of exchange rate changes on cash, cash equivalents, and restricted cash (1,025) 141 132
Net increase (decrease) in cash, cash equivalents, and restricted cash 169,744 72,738 (132,545)
Cash, cash equivalents, and restricted cash at beginning of period 145,891 73,153 205,698
Cash, cash equivalents, and restricted cash at end of period 315,635 145,891 73,153
Supplementary cash flow information      
Cash paid for interest 346 2,801 3,414
Cash paid for taxes 268 172 153
Supplementary cash flow information on non-cash investing and financing activities      
Accretion of beneficial conversion feature of redeemable convertible preferred stock 0 60,377 0
Deferred transaction costs not yet paid 0 1,685 0
Right-of-use assets obtained in exchange for lease liabilities 7,991 2,118 2,906
Right-of-use asset remeasurement subsequent to lease extension 0 12,867 0
Acquisitions of property and equipment included in accounts payable and accrued and other current liabilities 660 647 1,287
Vesting of early exercised stock options 178 268 15
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization 615,697 0 0
Reclassification of Legacy ChargePoint redeemable convertible preferred stock warrant liability upon the reverse capitalization 66,606 0 0
Contingent earnout liability recognized upon the closing of the reverse recapitalization 828,180 0 0
Reclassification of remaining contingent earnout liability upon triggering event 242,640 0 0
Issuance of common stock in connection with acquisitions 102,057 0 0
ViriCiti      
Change in fair value of contingent earnout liability 2,266 0 0
Common stock warrant      
Change in fair value of warrant liabilities (47,822) 0 0
Redeemable convertible preferred stock warrant      
Change in fair value of warrant liabilities $ (9,237) $ 73,125 $ 875
XML 32 R10.htm IDEA: XBRL DOCUMENT v3.22.1
Description of Business and Basis of Presentation
 12 Months Ended
Jan. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description of Business and Basis of Presentation Description of Business and Basis of Presentation
ChargePoint Holdings, Inc. (“ChargePoint” or the “Company”, “it”, “its”) designs, develops and markets networked electric vehicle (“EV”) charging system infrastructure (“Networked Charging Systems”) and cloud-based services which enable consumers the ability to locate, reserve, authenticate and transact EV charging sessions (“Cloud” or “Cloud Services”). As part of ChargePoint’s Networked Charging Systems, subscriptions and other offerings, it provides 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.
On September 23, 2020, ChargePoint, Inc. entered into a merger agreement (the “Merger Agreement”) with Switchback Energy Acquisition Corporation (“Switchback”).
On February 26, 2021 (the “Closing Date”), Switchback consummated the previously announced transactions contemplated by the Merger Agreement pursuant to which Lightning Merger Sub Inc., a wholly owned subsidiary of Switchback incorporated in the State of Delaware (“Merger Sub”), merged with ChargePoint, Inc., a Delaware corporation (“Legacy ChargePoint”); Legacy ChargePoint survived as a wholly-owned subsidiary of Switchback (the “Merger” and, collectively with the other transactions described in the Merger Agreement, the “Reverse Recapitalization”). On the Closing Date, and in connection with the closing of the Merger (the “Closing”), Switchback changed its name to ChargePoint Holdings, Inc.
In addition, as part of the Merger, certain investors purchased an aggregate of 22,500,000 shares of common stock (“PIPE Investors”) concurrently with the Closing for an aggregate purchase price of $225.0 million.
The Company’s fiscal year ends on January 31. References to fiscal years 2022, 2021, and 2020 relate to the fiscal years ended January 31, 2022, January 31, 2021, and January 31, 2020, respectively.
Basis of Presentation
The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.
The Company’s consolidated financial statements have been prepared on the basis of continuity of operations, the realization of assets, and the satisfaction of liabilities in the ordinary course of business. Since inception, the Company has been engaged in developing its product offerings, raising capital, and recruiting personnel and it has incurred net operating losses and negative cash flows from operations in every year since inception and expects this to continue for the foreseeable future. As of January 31, 2022, the Company had an accumulated deficit of $811.7 million.
The Company has funded its operations primarily with proceeds from the issuance of redeemable convertible preferred stock, exercise proceeds from options and warrants, borrowings under its loan facilities, and proceeds from the Merger. In February 2021, the Company received cash proceeds of $484.1 million from the Merger. The Company had cash, cash equivalents, and restricted cash of $315.6 million as of January 31, 2022.As of the date on which these consolidated financial statements were issued, the Company believes that its cash on hand, together with cash generated from sales to customers, will satisfy its working capital and capital requirements for at least the next twelve months following the issuance of the consolidated financial statements. If adequate funds are not available to the Company on a timely basis, it may be required to delay, limit, reduce, or terminate certain commercial efforts, or pursue merger or acquisition strategies, all of which could adversely affect the holdings or the rights of the Company’s stockholders.
Revision of Prior Period Financial Disclosure

Management determined that the Company had incorrectly reported the liquidation preference value of its redeemable convertible preferred stock in its consolidated financial statements as of January 31, 2021 as $693.5 million, as included in its annual consolidated financial statements filed on Form 8-K/A on April 1, 2021. Additionally, this liquidation preference value as of January 31, 2021 was incorrectly reported as $17,493.0 million in its condensed consolidated balance sheets included in the first, second and third quarter of fiscal 2022 as filed in its respective Quarterly Reports on Form 10-Q. These errors were due to a clerical error and the correct liquidation preference value as of January 31, 2021 should have been reported as $710.3 million. This error did not impact the statement of operations, statement of cash flows, consolidated statements of redeemable convertible preferred stock and stockholders’ equity (deficit) or related footnotes to the consolidated financial statements. Additionally, all of the redeemable convertible preferred stock was converted to common stock in the Reverse Recapitalization on February 26, 2021, and the redeemable convertible preferred stock and its liquidation preference value ceased to exist at that time. The Company assessed the materiality of the misstatement and concluded the
misstatements were immaterial to the previously issued annual consolidated financial statements for the period ending January 31, 2021 and interim financial statements thereafter; however, the Company elected to revise the previously reported amounts included in this filing.
XML 33 R11.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Accounting Policies
 12 Months Ended
Jan. 31, 2022
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies Summary of Significant Accounting Policies
Use of Estimates
The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results and outcomes could differ significantly from the Company’s estimates, judgments, and assumptions. Significant estimates include determining standalone selling price for performance obligations in contracts with customers, the estimated expected benefit period for deferred contract acquisition costs, allowances for expected credit losses, inventory reserves, the useful lives of long-lived assets, the determination of the incremental borrowing rate used for operating lease liabilities, the valuation of redeemable convertible preferred stock warrants and common stock warrants, including common stock warrants as a result of the Merger, contingent earnout liability, valuation of acquired goodwill and intangible assets, the value of common stock and other assumptions used to measure stock-based compensation, and the valuation of deferred income tax assets and uncertain tax positions. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions.
Concentration of Credit Risk and Other Risks and Uncertainties
Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. Cash and cash equivalents are held in domestic and foreign cash accounts with large, creditworthy financial institutions. The Company has not experienced any losses on its deposits of cash and cash equivalents through deposits with federally insured commercial banks and at times cash balances may be in excess of federal insurance limits. Short-term investments consist of U.S. treasury bills that carry high-credit ratings and accordingly, minimal credit risk exists with respect to these balances.
Accounts receivable are stated at the amount the Company expects to collect. The Company generally does not require collateral or other security in support of accounts receivable. To reduce credit risk, management performs ongoing credit evaluations of its customers’ financial condition.
Concentration of credit risk with respect to trade accounts receivable is considered to be limited due to the diversity of the Company’s customer base and geographic sales areas. As of January 31, 2022, no customer individually accounted for 10% or more of accounts receivable, net. As of January 31, 2021, there was one customer that accounted for 10% or more of accounts receivable, net. For the years ended January 31, 2022, 2021, and 2020 there were no customers that represented 10% or more of total revenue.
The Company’s revenue is concentrated in the infrastructure needed for charging EVs, an industry which is highly competitive and rapidly changing. Significant technological changes within the industry or customer requirements, or the emergence of competitive products with new capabilities or technologies, could adversely affect the Company’s operating results.
In December 2019, COVID-19 was first reported to the World Health Organization (“WHO”), and in January 2020, the WHO declared the outbreak to be a public health emergency. In March 2020, the WHO characterized COVID-19 as a pandemic. Since then, the COVID-19 pandemic and efforts to control its spread have significantly curtailed the movement of people, goods, and services worldwide. As a result, the Company has temporarily closed its headquarters and most of its other offices, enabled its employees and contractors to work remotely, implemented travel restrictions, implemented cost cutting measures, and shifted Company events and meetings to virtual-only experiences, all of which may continue for an indefinite amount of time and represent a significant disruption in how it operates its business. The operations of the Company’s partners, vendors, and customers have likewise been disrupted.
While the duration and extent of the COVID-19 pandemic depends on future developments that cannot be accurately predicted at this time, such as the extent and effectiveness of containment and mitigation actions, it has already had an adverse effect on the global economy, and the ultimate societal and economic impact of the COVID-19 pandemic remains unknown. In particular, the conditions caused by this pandemic may affect the rate of global infrastructure spending, which could adversely affect demand for the Company’s platform. Further, the COVID-19 pandemic has caused the Company to experience, in some cases, longer sales cycles and an increase in certain prospective and current customers seeking lower prices or other more favorable contract terms, and has limited the ability of its direct sales force to travel to customers and potential customers. In addition, the COVID-19 pandemic could reduce the value or duration of subscriptions, negatively impact collections of accounts receivable, reduce expected spending from the Company’s paying customers, cause some of its paying customers to go out of business, and affect contraction or attrition rates of its paying customers, all of which could adversely affect the Company’s business, results of operations, and financial condition. Additionally, concerns over the economic
impact of COVID-19 have caused extreme volatility in financial and other capital markets, which may adversely affect the Company’s ability to access capital markets in the future.
While the Company has developed and continues to develop plans to help mitigate the potential negative impact of COVID-19, these efforts may not be effective, and any protracted economic downturn will likely limit the effectiveness of its efforts. Accordingly, it is not possible for the Company to predict the duration and ultimate extent to which this will affect its business, future results of operations, and financial condition at this time.
Segment Reporting
Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company operates as one operating segment because its CODM, who is its Chief Executive Officer, reviews its financial information on a consolidated basis for purposes of making decisions regarding allocating resources and assessing performance. The Company has no segment managers who are held accountable by the CODM for operations, operating results, and planning for levels of components below the consolidated unit level.
Cash, Cash Equivalents, and Restricted Cash
The Company considers all highly liquid investments with an original maturity of three months or less, when purchased, to be cash equivalents. Cash equivalents may be invested in money market funds. Cash and cash equivalents are carried at cost, which approximates their fair value.
Restricted cash of $0.4 million as of January 31, 2022, 2021 and 2020 relates to cash deposits restricted under letters of credit issued in support of customer agreements.
The reconciliation of cash, cash equivalents, and restricted cash to amounts presented in the consolidated statements of cash flows were as follows:
January 31,
202220212020
(in thousands)
Cash and cash equivalents$315,235 $145,491 $72,753 
Restricted cash400 400 400 
Total cash, cash equivalents, and restricted cash$315,635 $145,891 $73,153 
Accounts Receivable, net
Accounts receivable are recorded at the invoiced amount and are non-interest bearing. The Company performs ongoing credit evaluations of its customers and maintains an allowance for expected credit losses related to its existing accounts receivable and net realizable value to ensure trade receivables are not overstated due to uncollectibility. Allowances are provided for individual accounts receivable when the Company becomes aware of a customer’s inability to meet its financial obligations, such as in the case of bankruptcy, deterioration in the customer’s operating results, or change in financial position. If circumstances related to customers change, estimates of the recoverability of receivables are further adjusted. The Company also considers broader factors in evaluating the sufficiency of its allowances, including the length of time receivables are past due, macroeconomic conditions, significant one-time events, and historical experience. When the Company determines that there are accounts receivable that are uncollectible, they are written off against the allowance. The change in the allowance for expected credit losses for the years ended January 31, 2022, 2021, and 2020 was as follows:
Beginning
Balance		Additions
Charged To
Expense		Write-offsEnding
Balance
(in thousands)
Year ended January 31, 2022
Allowance for expected credit losses$2,000 $3,835 $(251)$5,584 
Year ended January 31, 2021
Allowance for expected credit losses$2,000 $121 $(121)$2,000 
Year ended January 31, 2020
Allowance for expected credit losses$3,124 $339 $(1,463)$2,000 
Inventories
Inventories are stated at the lower of cost or net realizable value. Cost is computed using standard cost, which approximates actual cost, on a first-in, first-out basis. Inventory levels are analyzed periodically and written down to their net realizable value if they have become obsolete, have a cost basis in excess of expected net realizable value or are in excess of expected demand. The Company analyzes current and future product demand relative to the remaining product life to identify potential excess inventories. The write-down is measured as the difference between the cost of the inventories and net realizable value and charged to inventory reserves, which is a component of cost of revenue. At the point of the loss recognition, a new, lower cost basis for those inventories is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.
Property and Equipment, net
Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, as follows:
Useful Lives
Furniture and fixtures
3 to 5 years
Computers and software
3 to 5 years
Machinery and equipment
3 to 5 years
Tooling
3 to 5 years
Leasehold improvementsShorter of the estimated lease term or useful life
Owned and operated systems
5 to 7 years
Leasehold improvements are amortized over the shorter of estimated useful lives of the assets or the lease term. Expenditures for repairs and maintenance are charged to expense as incurred. Upon disposition, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is reflected in the consolidated statements of operations.
ChargePoint-as-a-Service (“CPaaS”) combines the customer’s use of the Company’s owned and operated systems with Cloud subscription software (“Cloud”) and the Company’s Assure program (“Assure”) into a single subscription. When CPaaS contracts contain a lease, the underlying asset is carried at its carrying value within property and equipment, net on the consolidated balance sheets.
Internal-Use Software Development Costs
The Company capitalizes qualifying internal-use software development costs incurred during the application development stage for internal tools and cloud-based applications used to deliver its services, provided that management with the relevant authority authorizes and commits to the funding of the project, it is probable the project will be completed, and the software will be used to perform the function intended. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Capitalized internal-use software development costs are included in property and equipment and are amortized on a straight-line basis over their estimated useful lives once it is ready for its intended use. Amortization of capitalized internal-use software development costs is included within cost of revenue for networked charging systems and subscriptions, research and development expense, sales and marketing expense, and general and administrative expense based on the use of the software. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized. As of January 31, 2022 and 2021 capitalized costs have not been material.
Leases
Lessee
The Company determines if a contract is a lease or contains a lease at the inception of the contract and reassesses that conclusion if the contract is modified. All leases are assessed for classification as an operating lease or a finance lease. Operating lease right-of-use (“ROU”) assets are presented separately on the Company’s consolidated balance sheets. Operating lease liabilities are separated into a current portion, included within accrued and other current liabilities on the Company’s consolidated balance sheets, and a noncurrent portion included within operating lease liabilities on the Company’s consolidated balance sheets. The Company does not have material finance leases. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. The Company does not obtain and control its right to use the asset until the lease commencement date.
The Company’s lease liabilities are recognized at the applicable lease commencement date based on the present value of the lease payments required to be paid over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate to discount the lease payments to present value. The estimated incremental borrowing rate is derived from information available at the lease commencement date. The Company’s ROU assets are also recognized at the applicable lease
commencement date. The ROU asset equals the carrying amount of the related lease liability, adjusted for any lease payments made prior to lease commencement and lease incentives provided by the lessor. Variable lease payments are expensed as incurred and do not factor into the measurement of the applicable ROU asset or lease liability.
The term of the Company’s leases equals the non-cancellable period of the lease, including any rent-free periods provided by the lessor, and also includes options to renew or extend the lease (including by not terminating the lease) that the Company is reasonably certain to exercise. The Company establishes the term of each lease at lease commencement and reassesses that term in subsequent periods when one of the triggering events outlined in ASC 842 occurs. Operating lease cost for lease payments is recognized on a straight-line basis over the lease term.
The Company’s lease contracts often include lease and non-lease components. The Company has elected the practical expedient offered by the standard to not separate the lease from non-lease components and accounts for them as a single lease component.
The Company elected the package of practical expedients permitted under the transition guidance, which allows the Company to carry forward its historical lease classification, its assessment on whether a contract is or contains a lease, and its initial direct costs for any leases that existed prior to adoption of the new standard. The Company has elected, for all classes of underlying assets, not to recognize ROU assets and lease liabilities for leases with a term of twelve months or less. Lease cost for short-term leases is recognized on a straight-line basis over the lease term.
Lessor
The Company leases networked charging systems to customers within certain CPaaS contracts. The leasing arrangements the Company enters into with lessees are operating leases, and as a result, the underlying asset is carried at its carrying value as owned and operated systems within property and equipment, net on the consolidated balance sheets. Adoption of ASC 842 did not have a material impact on the Company’s accounting as a lessor.
Impairment of Long-Lived Assets
The Company evaluates long-lived assets or asset groups for impairment whenever events indicate that the carrying amount of an asset or asset group may not be recoverable based on expected future cash flows attributable to that asset or asset group. Recoverability of assets held and used is measured by comparison of the carrying amounts of an asset or an asset group to the estimated future undiscounted cash flows which the asset or asset group is expected to generate. If the carrying amount of an asset or asset group exceeds estimated undiscounted future cash flows, then an impairment charge would be recognized based on the excess of the carrying amount of the asset or asset group over its fair value. Assets to be disposed of are reported at the lower of their carrying amount or fair value less costs to sell. There were no impairments of long-lived assets for the years ended January 31, 2022, 2021, and 2020.
Business Combinations
The total purchase consideration for an acquisition is measured as the fair value of the assets transferred, equity instruments issued, and liabilities assumed at the acquisition date. Costs that are directly attributable to the acquisition are expensed as incurred and included in general and administrative expense in the Company’s consolidated statements of operations. Identifiable assets (including intangible assets), liabilities assumed (including contingent liabilities), and noncontrolling interests in an acquisition are measured initially at their fair values at the acquisition date. The Company recognizes goodwill if the fair value of the total purchase consideration and any noncontrolling interests is in excess of the net fair value of the identifiable assets acquired and the liabilities assumed. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, cost of capital, future cash flows, and discount rates. The Company’s estimates of fair value are based on assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. The Company includes the results of operations of the acquired business in the consolidated financial statements beginning on the acquisition date.
Goodwill
Goodwill represents the excess of the purchase price of an acquired business over the fair value of the net tangible and identifiable intangible assets acquired. The carrying amount of goodwill is reviewed for impairment at least annually, in the fourth quarter, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. As of January 31, 2022 and 2021, the Company had a single operating segment and reporting unit structure. As part of the annual goodwill impairment test performed in the fourth quarter, the Company first performs a qualitative assessment to determine whether further impairment testing is necessary. If, as a result of the qualitative assessment, it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the quantitative impairment test will be required. If the Company has determined it necessary to perform a quantitative impairment assessment, the Company will compare the fair value of the reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, limited to the total amount of goodwill of the reporting unit. The carrying value of goodwill was $218.5 million as of January 31, 2022 and $1.2 million as of January 31, 2021, and no goodwill impairment has been recognized to date.
Intangible Assets
Intangible assets consist primarily of customer relationships and developed technology. Acquired intangible assets are initially recorded at the acquisition-date fair value and amortized on a straight line basis over their estimated useful lives ranging from 6 to 10 years.
Fair Value of Financial Instruments
Fair value is defined as an exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Assets and liabilities measured at fair value are classified into the following categories based on the inputs used to measure fair value:
•(Level 1) — Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;
•(Level 2) — Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly; and
•(Level 3) — Inputs that are unobservable for the asset or liability.
The Company classifies financial instruments in Level 3 of the fair value hierarchy when there is reliance on at least one significant unobservable input to the valuation model. In addition to these unobservable inputs, the valuation models for Level 3 financial instruments typically also rely on a number of inputs that are readily observable, either directly or indirectly. The Company’s assessment of a particular input to the fair value measurement requires management to make judgments and consider factors specific to the asset or liability. The fair value hierarchy requires the use of observable market data when available in determining fair value. The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each period. There were no transfers between levels during the periods presented. The Company had no material non-financial assets valued on a non-recurring basis that resulted in an impairment in any period presented.
The carrying values of the Company’s cash equivalents, accounts receivable, net, accounts payable, and accrued and other current liabilities approximate fair value based on the highly liquid, short-term nature of these instruments.
Redeemable Convertible Preferred Stock Warrants
During the fiscal year ended January 31, 2021 and 2020, warrants to purchase shares of the Company’s Series B, D, and E redeemable convertible preferred stock were classified as liabilities as the underlying redeemable convertible preferred stock was considered redeemable and may require the Company to transfer assets upon exercise. Redeemable convertible preferred stock warrants are recorded within noncurrent liabilities on the consolidated balance sheets. The warrants were recorded at fair value upon issuance and are subject to remeasurement to fair value at each balance sheet date. Changes in fair value of the redeemable convertible preferred stock warrant liability are recorded in the consolidated statements of operations. During the fiscal year ended January 31, 2022, all redeemable convertible preferred stock were converted to common stock after the Merger.
Common Stock Warrant Liabilities
The Company assumed 10,470,562 publicly-traded warrants (“Public Warrants”) and 6,521,568 private placement warrants issued to NGP Switchback, LLC, the sponsor of Switchback (“Private Placement Warrants” and, together with the Public Warrants, the “Common Stock Warrants”) upon the Merger, all of which were issued in connection with Switchback’s initial public offering and subsequent overallotment (other than 1,000,000 Private Placement Warrants which were issued in connection with the closing of the Merger) and entitle the holder to purchase one share of the Company’s Common Stock, par value $0.0001 (“Common Stock”), at an exercise price of $11.50 per share. During the fiscal year ended January 31, 2022, 10,226,081 Public Warrants and 6,511,133 Private Placement Warrants were exercised and the remaining 244,481 Public Warrants outstanding as of July 6, 2021, were redeemed for cash. The Public Warrants, prior to their redemption, were publicly traded and were exercisable for cash unless certain conditions occurred, such as the redemption by the Company under certain conditions, at which time the warrants could be cashlessly exercised, or the Company’s failure to have an effective registration statement related to the shares issuable upon exercise. The Private Placement Warrants are not redeemable for cash so long as they are held by the initial purchasers or their permitted transferees but may be redeemable for Common Stock if certain other conditions are met. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
The Company evaluated the Common Stock Warrants and concluded that they do not meet the criteria to be classified within stockholders’ equity. The agreement governing the Common Stock Warrants includes a provision (“Replacement of Securities Upon Reorganization”), the application of which could result in a different settlement value for the Common Stock Warrants depending on their holder. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Company’s ordinary shares, the Private Placement Warrants are not considered to be “indexed to the Company’s own stock.” In addition, the provision provides that in the event of a tender or exchange offer accepted by holders of more than 50% of the outstanding shares of the Company’s ordinary shares, all holders of the Common Stock Warrants (both the Public Warrants and the Private Placement Warrants) would be entitled to receive cash for all of their Common Stock Warrants. Specifically, in the event of a qualifying cash tender offer (which could be outside of the Company’s control), all Common Stock Warrant holders would be entitled to cash, while only certain of the holders of the Company’s ordinary shares may be entitled to cash. These provisions preclude the Company from classifying the Common Stock Warrants in stockholders’ equity. As the Common Stock Warrants meet the definition of a derivative, the Company recorded these warrants as liabilities on the consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of operations and comprehensive loss at each reporting date.
Contingent Earnout Liability
In connection with the Reverse Recapitalization and pursuant to the Merger Agreement, eligible ChargePoint equity holders were entitled to receive as additional merger consideration shares of the Company’s Common Stock upon the Company achieving certain Earnout Triggering Events (as described in the Merger Agreement and Note 11, Stock Warrants and Earnout). In accordance with ASC 815-40, the earnout shares were not indexed to the Common Stock and therefore were accounted for as a liability at the Reverse Recapitalization date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of other income (expense), net in the consolidated statements of operations.
The estimated fair value of the contingent consideration was determined using a Monte Carlo simulation using a distribution of potential outcomes on a monthly basis over the Earnout Period (as defined in Note 11, Stock Warrants and Earnout) prioritizing the most reliable information available. The assumptions utilized in the calculation were based on the achievement of certain stock price milestones, including the current Company Common Stock price, expected volatility, risk-free rate, expected term and dividend rate.
Until its settlement, the contingent earnout liability was categorized as a Level 3 fair value measurement (see Fair Value of Financial Instruments accounting policy as described above) because the Company estimated projections during the Earnout Period utilizing unobservable inputs. Contingent earnout payments involve certain assumptions requiring significant judgment and actual results can differ from assumed and estimated amounts.
Revenue Recognition
ChargePoint accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The Company recognizes revenue using the following five-step model as prescribed by ASC 606:
•Identification of the contract, or contracts, with a customer;
•Identification of the performance obligations in the contract;
•Determination of the transaction price;
•Allocation of the transaction price to the performance obligations in the contract; and
•Recognition of revenue when, or as, the Company satisfies a performance obligation.
Significant judgment and estimates are necessary for the allocation of the proceeds received from an arrangement to the multiple performance obligations and the appropriate timing of revenue recognition. The Company enters into contracts with customers that regularly include promises to transfer multiple products and services, such as charging systems, software subscriptions, extended maintenance, and professional services. For arrangements with multiple products or services, the Company evaluates whether the individual products or services qualify as distinct performance obligations. In its assessment of whether products or services are a distinct performance obligation, the Company determines whether the customer can benefit from the product or service on its own or with other readily available resources and whether the service is separately identifiable from other products or services in the contract. This evaluation requires the Company to assess the nature of each of its networked charging systems, subscriptions, and other offerings and how each is provided in the context of the contract, including whether they are significantly integrated which may require judgment based on the facts and circumstances of the contract.
The transaction price for each contract is determined based on the amount the Company expects to be entitled to receive in exchange for transferring the promised products or services to the customer. Collectability of revenue is reasonably assured based on historical evidence of collectability of fees the Company charges its customers. The transaction price in the contract is allocated to each distinct performance obligation in an amount that represents the relative amount of consideration expected to be received in exchange for
satisfying each performance obligation. Revenue is recognized when performance obligations are satisfied. Revenue is recorded based on the transaction price excluding amounts collected on behalf of third parties such as sales taxes, which are collected on behalf of and remitted to governmental authorities, or driver fees, collected on behalf of customers who offer public charging for a fee.
When agreements involve multiple distinct performance obligations, the Company accounts for individual performance obligations separately if they are distinct. The Company applies significant judgment in identifying and accounting for each performance obligation, as a result of evaluating terms and conditions in contracts. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. The Company determines SSP based on observable standalone selling price when it is available, as well as other factors, including the price charged to its customers, its discounting practices, and its overall pricing objectives, while maximizing observable inputs. In situations where pricing is highly variable, or a product is never sold on a stand-alone basis, the Company estimates the SSP using the residual approach.
The Company usually bills its customers at the onset of the arrangement for both the products and a predetermined period of time for services. Contracts for services typically range from annual to multi-year agreements with typical payment terms of 30 to 90 days.
Networked charging systems revenue
Networked charging systems revenue includes revenue related to the deliveries of EV charging system infrastructure. The Company recognizes revenue from sales of networked charging systems upon shipment to the customer, which is when the performance obligation has been satisfied.
Subscriptions revenue
Subscriptions revenue consists of services related to Cloud, as well as extended maintenance service plans under Assure. Subscriptions revenue is recognized over time on a straight-line basis as the Company has a stand-ready obligation to deliver such services to the customer.

Subscriptions revenue also consists of CPaaS revenue, which combines the customer’s use of the Company’s owned and operated systems with Cloud and Assure programs into a single subscription. CPaaS subscriptions contain a lease for the customer’s use of the Company’s owned and operated systems unless the location allows the Company to receive incremental economic benefit from regulatory credits earned on that owned and operated system. The leasing arrangements the Company enters into with lessees are operating leases. The Company recognizes operating lease revenue on a straight-line basis over the lease term and expenses deferred initial direct costs on the same basis. Lessor revenue relates to operating leases and historically has not been material.
Other revenue
Other revenue consists of fees received for transferring regulatory credits earned for participating in low carbon fuel programs in jurisdictions with such programs, charging related fees received from drivers using charging sites owned and operated by the Company, net transaction fees earned for processing payments collected on driver charging sessions at charging sites owned by ChargePoint customers, and other professional services. Revenue from regulatory credits is recognized at the point in time the regulatory credits are transferred. Revenue from fees for owned and operated sites is recognized over time on a straight-line basis over the performance period of the service contract as the Company has a stand-ready obligation to deliver such services. Revenue from driver charging sessions and charging transaction fees is recognized at the point in time the charging session or transaction is completed. Revenue from professional services is recognized as the services are rendered.
Remaining Performance Obligations
Remaining performance obligations represents the amount of contracted future revenue not yet recognized as the amounts relate to undelivered performance obligations, including both deferred revenue and non-cancelable contracted amounts that will be invoiced and recognized as revenue in future periods. The Company’s Assure, Cloud, and CPaaS subscription terms typically range from one to five years. Revenue expected to be recognized from remaining performance obligations was $163.9 million as of January 31, 2022, of which 50% is expected to be recognized over the next twelve months and the remainder thereafter.
Deferred Revenue
Deferred revenue represents billings or payments received in advance of revenue recognition and is recognized in revenue upon transfer of control. Balances consist primarily of software subscription services and extended Assure maintenance services not yet provided as of the balance sheet date. Contract assets, which represent services provided or products transferred to customers in advance of the date the Company has a right to invoice, are netted against deferred revenue on a customer-by-customer basis. Deferred revenue that will be recognized during the succeeding twelve-month period is recorded as deferred revenue with the remainder recorded as deferred revenue, noncurrent on the consolidated balance sheets. Total deferred revenue was $146.8 million and $89.8 million as of January 31, 2022 and 2021, respectively. The Company recognized $40.9 million, $39.4 million, and $25.5 million of revenue during the
years ended January 31, 2022, 2021, and 2020, respectively, that was included in the deferred revenue balance at the beginning of the respective period.
Cost of Revenue
Cost of networked charging systems revenue includes the material costs for parts and manufacturing costs for the hardware products, compensation, including salaries and related personnel expenses, including stock-based compensation, warranty provisions, depreciation of manufacturing related equipment and facilities, amortization of capitalized internal-use software development costs, and allocated overhead costs. Costs for shipping and handling are recorded in cost of revenue as incurred.
Cost of subscriptions revenue includes network and wireless connectivity costs for subscription services, field maintenance costs for Assure to support the Company’s network of systems, depreciation of owned and operated systems used in CPaaS arrangements, amortization of capitalized internal-use software development costs, allocated overhead costs, and support costs to manage the systems and helpdesk services for drivers and site hosts.
Cost of other revenue includes costs for the Company’s owned and operated charging sites, as well as costs of environmental and professional services.
Costs to Obtain a Customer Contract
Sales commissions are considered incremental and recoverable costs of acquiring customer contracts. Beginning at the Company’s adoption of ASC 606 on February 1, 2019, incremental and recoverable costs for the sale of cloud enabled software and extended maintenance service plans are capitalized as deferred contract acquisition costs within prepaid expenses and other current assets and other assets on the consolidated balance sheets and amortized on a straight-line basis over the anticipated benefit period of five years. The benefit period was estimated by taking into consideration the length of customer contracts, renewals, technology lifecycle, and other factors. This amortization is recorded within sales and marketing expense in the Company’s consolidated statements of operations. The sales commissions paid related to the sale of networked charging systems are expensed as incurred.
The Company elected the practical expedient that permits the Company to apply ASC Subtopic 340-40, “Other Assets and Deferred Costs-Contracts with Customers,” (“ASC 340”) to a portfolio containing multiple contracts, as they are similar in their characteristics, and the financial statement effects of applying ASC Subtopic 340-40 to that portfolio would not differ materially from applying it to the individual contracts within that portfolio.
Changes in the deferred contract acquisition costs during the years ended January 31, 2022 and 2021 were as follows:
(in thousands)
Balance as of January 31, 2020
$3,832 
Capitalization of deferred contract acquisition costs2,908 
Amortization of deferred contract acquisition costs(1,206)
Balance as of January 31, 2021
$5,534 
Capitalization of deferred contract acquisition costs3,381 
Amortization of deferred contract acquisition costs(1,786)
Balance as of January 31, 2022
$7,129 
Deferred acquisition costs capitalized on the consolidated balance sheets were as follows:
January 31
20222021
(in thousands)
Deferred contract acquisition costs, current$2,104 $1,550 
Deferred contract acquisition costs, noncurrent5,025 3,984 
Total deferred contract acquisition costs$7,129 $5,534 
Research and Development
Research and development expenses consist primarily of salary and related expenses, including stock-based compensation, for personnel related to the development of improvements and expanded features for the Company’s products and services, as well as quality assurance, testing, product management, amortization of capitalized internal-use software, and allocated overhead. Research and development costs are expensed as incurred.
Stock-based Compensation
The Company measures and recognizes stock-based compensation expense for all stock-based awards granted to employees and directors based on the estimated fair value of the awards on the date of grant, which for options is using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of highly subjective assumptions, including the fair value of the underlying common stock, the expected term of the option, the expected volatility of the price of the Company’s common stock, risk-free interest rates, and the expected dividend yield of the Company’s common stock. The assumptions used to determine the fair value of the awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. The fair values of restricted stock units were determined based on the fair value of the Company’s common stock on grant date.
The determination of the grant date fair value of stock option awards issued is affected by a number of variables, including the fair value of ChargePoint’s underlying Common Stock, expected Common Stock price volatility over the term of the option award, the expected term of the award, risk-free interest rates, and the expected dividend yield of ChargePoint Common Stock.
•Fair value of the underlying common stock: For the fiscal year ended January 31, 2021 and 2020, the absence of a public market for Legacy ChargePoint’s common stock required its board of directors to estimate the fair value of its common stock for purposes of granting options and for determining stock-based compensation expense by considering several objective and subjective factors, including contemporaneous third-party valuations, actual and forecasted operating and financial results, market conditions and performance of comparable publicly traded companies, developments and milestones in Legacy ChargePoint, the rights and preferences of common and redeemable convertible preferred stock, and transactions involving the Legacy ChargePoint’s stock. The fair value of the Legacy ChargePoint’s common stock was determined in accordance with applicable elements of the American Institute of Certified Public Accountants guide, Valuation of Privately Held Company Equity Securities Issued as Compensation.
•Expected volatility (Stock Options): As Legacy ChargePoint was not publicly traded, the expected volatility for Legacy ChargePoint’s stock options were determined by using an average of historical volatilities of selected industry peers deemed to be comparable to the Legacy ChargePoint’s business corresponding to the expected term of the awards. The Company did not grant any options during the year ended January 31, 2022.
•Expected volatility (Employee Stock Purchase Plan): The expected volatility for employee stock purchase plans was determined by using a blended volatility approach of peer volatility and implied volatility. Peer volatility was calculated as the average of historical volatilities of selected industry peers deemed to be comparable to ChargePoint’s business corresponding to the expected term of the awards.
•Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the awards.
•Expected dividend yield: The expected dividend rate is zero as ChargePoint currently has no history or expectation of declaring dividends on its Common Stock.
•Expected term: The expected term represented the period these stock awards were expected to remain outstanding and is based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules, and expectations of future employee behavior.
The Company amortizes the fair value of each stock award on a straight-line basis over the requisite service period of the awards. Stock-based compensation expense is based on the value of the portion of stock-based awards that is ultimately expected to vest. As such, the Company’s stock- based compensation is reduced for the estimated forfeitures at the date of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
Advertising
The Company expenses the costs of advertising, including promotional expenses, as incurred. Advertising expenses for the years ended January 31, 2022, 2021, and 2020 were not material.
Warranty
The Company provides standard warranty coverage on its products, providing parts necessary to repair the systems during the warranty period. The Company accounts for the estimated warranty cost as a charge to networked charging systems cost of revenue when revenue is recognized. The estimated warranty cost is based on historical and predicted product failure rates and repair expenses. Warranty expense for the years ended January 31, 2022, 2021, and 2020 was $3.8 million, $3.4 million, and $2.8 million, respectively.
In addition, the Company offers paid-for subscriptions to extended maintenance service plans under Assure. Assure provides both the labor and parts to maintain the products over the subscription terms of typically one to five years. The costs related to the Assure program are expensed as incurred and charged to subscriptions cost of revenue.
Foreign Currency
The functional currency of the Company’s foreign subsidiaries is generally the local currency. The translation of foreign currencies into U.S. dollars is performed for monetary assets and liabilities at the end of each reporting period based on the then current exchange rates. Non-monetary items are translated using historical exchange rates. For revenue and expense accounts, an average foreign currency rate during the period is applied. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as part of a separate component of stockholders’ equity (deficit) and reported in the consolidated statements of comprehensive loss. Foreign currency transaction gains and losses are included in other income (expense), net for the period.
Income Taxes
The Company uses the asset and liability method in accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax asset and liability. Valuation allowances are established when necessary to reduce deferred tax assets where it is more likely than not that the deferred tax assets will not be realized. In evaluating the Company’s ability to recover deferred tax assets, the Company considers all available positive and negative evidence, including historical operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. Based on the level of historical losses, the Company has established a valuation allowance to reduce its net deferred tax assets to the amount that is more likely than not to be realized.
A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination by the taxing authorities, including resolutions of any related appeals or litigation processes, based on the technical merits of the position.
Net Loss per Share Attributable to Common Stockholders
Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The Company considers all series of its redeemable convertible preferred stock to be participating securities. The Company also considers any shares issued on the early exercise of stock options subject to repurchase to be participating securities because holders of such shares have nonforfeitable dividend rights in the event a dividend is paid on common stock. Under the two-class method, net income is attributed to common stockholders and participating securities based on their participation rights. The holders of the redeemable convertible preferred stock, as well as the holders of early exercised shares subject to repurchase, do not have a contractual obligation to share in the losses of the Company. As such, the Company’s net losses for the years ended January 31, 2022, 2021, and 2020 were not allocated to these participating securities.

Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, less shares subject to repurchase. Diluted net loss per share attributable to common stockholders adjusts basic net loss per share for the effect of dilutive securities, including stock options.
Net loss amount is computed by adding deemed dividends and cumulative dividends on redeemable convertible preferred stock, to net loss. As such, the amount of the loss is increased by those instruments. When computing dilutive net loss, the numerator is also adjusted by changes in fair value attributable to dilutive warrants and gains attributable to Earnout Shares issued. As a result, some of the liability classified Company’s common stock warrants and Earnout Shares issued were dilutive, even though the Company reported losses for all periods presented.
Accounting Pronouncements
Recently Adopted Accounting Standards
In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), and has since released various amendments including ASU No. 2019-04. The guidance modifies the measurement of expected credit losses on certain financial instruments. This guidance was effective for the Company, prior to losing its status as an emerging growth company, after December 15, 2022. Early adoption was permitted. Effective January 31, 2022, the Company is no longer an emerging growth company and adopted the amendments effective February 1, 2021. The adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated financial statements.
In October 2021, the FASB issued ASU No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”), which requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers. The guidance will be effective for annual reporting periods beginning after December 15, 2022, including interim periods therein. Early adoption is permitted, including in an interim period for which the financial statements have not been issued. If early adopting in an interim period, the Company is required to apply the amendments to all prior business combinations that have occurred since the beginning of the fiscal year that includes the interim period of application. As a result, the Company adopted ASU 2021-08 effective as of October 31, 2021, retroactively applying the new guidance for all business combinations that occurred since February 1, 2021. The adoption of ASU 2021-08 did not have a material impact on the Company’s consolidated financial statements.
In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”, which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as the elimination of exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, the recognition of deferred tax liabilities for outside basis differences, ownership changes in investments, and tax basis step-up in goodwill obtained in a transaction that is not a business combination. This guidance was effective for the Company, prior to losing its status as an emerging growth company, after December 15, 2021. Early adoption is permitted. Effective January 31, 2022, the Company is no longer an emerging growth company and adopted the amendments effective February 1, 2021. The adoption of ASU 2019-12 did not have a material impact on the Company’s consolidated financial statements.
Recently Issued Accounting Standards Not Yet Adopted
In August 2020, the FASB issued ASU 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40),” which modifies and simplifies accounting for convertible instruments. The new guidance eliminates certain separation models that require separating embedded conversion features from convertible instruments. The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation. The guidance will be effective for fiscal years beginning after December 15, 2021. Early adoption is permitted, but no earlier than for fiscal years beginning after December 15, 2020. The Company is currently assessing the impact of this guidance on its consolidated financial statements and disclosures.
In November 2021, the FASB issued ASU No. 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance,” which requires entities to disclose annually its transactions with a government accounted for by applying a grant or contribution accounting model by analogy. The disclosure requirement includes information about the nature of the transactions and the related accounting policy used to account for the transactions, the line items on the balance sheet and income statement that are affected by the transactions, and the amounts applicable to each financial statement line, and significant terms and conditions of the transactions, including commitments and contingencies. The guidance will be effective for annual reporting periods beginning after December 15, 2021. Early application is permitted. The Company does not expect the adoption of the guidance to have a material impact on its consolidated financial statements and disclosures.
XML 34 R12.htm IDEA: XBRL DOCUMENT v3.22.1
Fair Value Measurements
 12 Months Ended
Jan. 31, 2022
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
The Company’s assets and liabilities that were measured at fair value on a recurring basis were as follows:
Fair Value Measured as of January 31, 2022
Level 1Level 2Level 3Total
( in thousands)
Assets
Money market funds$254,716 $— $— $254,716 
Total financial assets$254,716 $— $— $254,716 
Liabilities
Common stock warrant liabilities (Private Placement)$— $— $25 $25 
Contingent earnout liability recognized upon acquisition of ViriCiti (ViriCiti Earnout)— — 5,993 5,993 
Total financial liabilities$— $— $6,018 $6,018 
Fair Value Measured as of January 31, 2021
Level 1Level 2Level 3Total
( in thousands)
Assets
Money market funds$109,703 $— $— $109,703 
Total financial assets$109,703 $— $— $109,703 
Liabilities
Redeemable convertible preferred stock warrant liability$— $— $75,843 $75,843 
Total financial liabilities$— $— $75,843 $75,843 
The money market funds were classified as cash and cash equivalents on the consolidated balance sheets and were within Level 1 of the fair value hierarchy. The aggregate fair value of the Company’s money market funds approximated amortized cost and, as such, there were no unrealized gains or losses on money market funds as of January 31, 2022 and 2021. Realized gains and losses, net of tax, were not material for any of the periods presented.
As of January 31, 2022 and 2021, the Company had no investments with a contractual maturity of greater than one year.
The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments:

Redeemable convertible preferred stock warrant liabilityPrivate placement warrant liabilityEarnout liabilityViriCiti Earnout liability
(in thousands)
Fair value as of January 31, 2019$(1,843)$— $— $— 
Change in fair value included in other income (expense), net(875)— — — 
Fair value as of January 31, 2020$(2,718)$— $— $— 
Change in fair value included in other income (expense), net(73,125)— — — 
Fair value as of January 31, 2021$(75,843)$— $— $— 
Private placement warrant liability acquired as part of the merger— (127,888)— — 
Contingent earnout liability recognized upon the closing of the reverse recapitalization
— — (828,180)— 
Contingent earnout liability recognized upon the acquisition of ViriCiti (“ViriCiti Earnout”)— — — (3,856)
Change in fair value9,237 63,746 84,420 (2,137)
Reclassification of warrants to stockholders’ equity (deficit) due to exercise— 64,117 — — 
Reclassification of Legacy ChargePoint preferred stock warrant liability upon the reverse capitalization66,606 — — — 
Issuance of earnout shares upon triggering events— — 501,120 — 
Reclassification of remaining contingent earnout liability upon triggering event
— — 242,640 — 
Fair value as of January 31, 2022$— $(25)$— $(5,993)
Redeemable Convertible Preferred Stock Warrant Liability, Private Placement Warrant Liability, and Earnout Liability
The fair values of the private placement warrant liability, redeemable convertible preferred stock warrant liability and earnout liability are based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. The significant unobservable inputs used in the fair value measurements of the private placement warrant liability, the redeemable convertible preferred stock warrant liability and the earnout liability include the expected volatility and dividend yield. In determining the fair value of the private placement warrant liability, the Company used the Binomial Lattice Model (“BLM”) that assumes optimal exercise of the Company's redemption option at the earliest possible date. In determining the fair value of the redeemable convertible preferred stock warrant liability, the Company used the Black-Scholes Option Pricing Model (“Black-Scholes”) to estimate the fair value using unobservable inputs including the expected term, expected volatility, risk-free interest rate and dividend yield. In determining the fair value of the earnout liability, the Company used the Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the Earnout Period using the most reliable information available. See Note 11, Stock Warrants and Earnout, for information on the valuations.
ViriCiti Earnout Liability
On August 11, 2021, the Company acquired all of the outstanding shares of ViriCiti Group B.V. (“ViriCiti”). The purchase price consideration included an earnout consideration contingent on meeting certain revenue targets through January 21, 2023. The fair value of ViriCiti Earnout liability is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. See Note 4, Reverse Capitalization and Business Combinations, for information on the valuation of ViriCiti Earnout liability.
During the quarter ended January 31, 2022 the Company revalued the ViriCiti Earnout liability based on updated revenue expectations for the earnout period through January 2023 and increased the ViriCiti Earnout liability by $2.1 million.
Non-Recurring Fair Value Measurements
The Company has certain assets, including goodwill and other intangible assets, which are measured at fair value on a non-recurring basis and are adjusted to fair value only if an impairment charge is recognized. The categorization of the framework used to measure fair value of the assets is considered to be within the Level 3 valuation hierarchy due to the subjective nature of the unobservable inputs used.
Disclosure of Fair Values
The Company has financial instruments that are not re-measured at fair value including accounts receivable, accounts payable, and accrued and other current liabilities. The carrying values of these financial instruments approximate their fair values.
XML 35 R13.htm IDEA: XBRL DOCUMENT v3.22.1
Reverse Recapitalization & Business Combinations
 12 Months Ended
Jan. 31, 2022
Reverse Recapitalization [Abstract]  
Reverse Recapitalization & Business Combinations Reverse Capitalization and Business Combinations
Reverse Recapitalization
On February 26, 2021, Lightning Merger Sub, a wholly-owned subsidiary of Switchback, merged with Legacy ChargePoint, with Legacy ChargePoint surviving as a wholly-owned subsidiary of Switchback. As a result of the Merger, Switchback was renamed ChargePoint Holdings, Inc. Immediately prior to the closing of the Merger:
•all 22,427,306 shares of Legacy ChargePoint’s outstanding Series H-1 redeemable convertible preferred stock were converted into an equivalent number of shares of Legacy ChargePoint common stock on a one-to-one basis and an additional 1,026,084 shares of Common Stock were issued to settle the accumulated dividend to the Series H-1 redeemable convertible preferred stockholders of $21.1 million;
•all 160,925,957 shares of Legacy ChargePoint’s outstanding Series H, Series G, Series F, Series E, and Series D redeemable convertible preferred stock were converted into an equivalent number of shares of Legacy ChargePoint common stock on a one-to-one basis;
•all 45,376 shares of Legacy ChargePoint’s outstanding Series C redeemable convertible preferred stock were converted into an equivalent number of shares of Legacy ChargePoint common stock on a 1:73.4403 basis;
•all 130,590 shares of Legacy ChargePoint’s outstanding Series B redeemable convertible preferred stock were converted into an equivalent number of shares of Legacy ChargePoint common stock on a 1:42.9220 basis; and
•all 29,126 shares of Legacy ChargePoint’s outstanding Series A redeemable convertible preferred stock were converted into an equivalent number of shares of Legacy ChargePoint common stock on a 1:48.2529 basis.
At the Merger, eligible ChargePoint equity holders received or had the right to receive shares of Common Stock at a deemed value of $10.00 per share after giving effect to the exchange ratio of 0.9966 as defined in the Merger Agreement (“Exchange Ratio”). Accordingly, immediately following the consummation of the Merger, Legacy ChargePoint common stock exchanged into 217,021,368 shares of Common Stock, 68,896,516 shares were reserved for the issuance of Common Stock upon the potential future exercise of Legacy ChargePoint stock options and warrants that were exchanged into ChargePoint stock options and warrants, and 27,000,000 shares of Common Stock were reserved for the potential future issuance of the earnout shares.
In connection with the execution of the Merger Agreement, Switchback entered into separate subscription agreements (each a “Subscription Agreement”) with a number of investors (each a “New PIPE Investor”), pursuant to which the New PIPE Investors agreed to purchase, and Switchback agreed to sell to the New PIPE Investors, an aggregate of 22,500,000 shares of Common Stock (“PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $225.0 million, in a private placement pursuant to the subscription agreements (“PIPE Financing”). The PIPE Financing closed simultaneously with the consummation of the Merger.
Pursuant to the terms of a letter agreement the initial Switchback stockholders entered into in connection with the execution of the Merger Agreement (“Founders Stock Letter”), the initial stockholders surrendered 984,706 of Switchback Class B common stock shares purchased by NGP Switchback, LLC, a Delaware limited liability company (“Sponsor”) prior to the Switchback Public Offering
on May 16, 2019 (“Founder Shares”) for no consideration, whereupon such Founder Shares were immediately cancelled. Additionally, 900,000 Founder Shares, which were previously subjected to potential forfeiture until the closing volume weighted average price per share of the Company’s Common Stock achieved $12.00 for any ten trading days within any twenty consecutive trading day period during the five-year period following the Closing (“Founder Earn Back Triggering Event” and such Founder Shares the “Founder Earn Back Shares”), met the Founder Earn Back Triggering Event on March 12, 2021.
At the Closing, the Sponsor exercised its right to convert a portion of the working capital loans made by the Sponsor to Switchback into an additional 1,000,000 Private Placement Warrants at a price of $1.50 per warrant in satisfaction of $1.5 million principal amount of such loans.
The number of shares of Common Stock issued immediately following the consummation of the Merger was as follows:
Shares
Common stock of Switchback, outstanding prior to Merger39,264,704 
Less redemption of Switchback shares(33,009)
Less surrender of Switchback Founder Shares(984,706)
Common stock of Switchback38,246,989 
Shares issued in PIPE22,500,000 
Merger and PIPE financing shares (1)60,746,989 
Legacy ChargePoint shares (2)217,021,368 
Total shares of common stock immediately after Merger277,768,357 
_______________
(1) This includes 900,000 contingently forfeitable Founder Earn Back Shares pending the occurrence of the Founder Earn Back Triggering Event, which was met on March 12, 2021
(2) The number of Legacy ChargePoint shares was determined by converting the 217,761,738 shares of Legacy ChargePoint common stock outstanding immediately prior to the closing of the Merger using the Exchange Ratio of 0.9966. All fractional shares were rounded down.
The Merger is accounted for as a reverse recapitalization under U.S. GAAP. This determination is primarily based on Legacy ChargePoint stockholders comprising a relative majority of the voting power of ChargePoint and having the ability to nominate the members of the Board of Directors, Legacy ChargePoint’s operations prior to the acquisition comprising the only ongoing operations of ChargePoint, and Legacy ChargePoint’s senior management comprising a majority of the senior management of ChargePoint. Under this method of accounting, Switchback is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of ChargePoint represent a continuation of the financial statements of Legacy ChargePoint with the Merger being treated as the equivalent of ChargePoint issuing stock for the net assets of Switchback, accompanied by a recapitalization. The net assets of Switchback are stated at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the Merger are presented as those of ChargePoint. All periods prior to the Merger have been retrospectively adjusted using the Exchange Ratio for the equivalent number of shares outstanding immediately after the Merger to effect the reverse recapitalization. Additionally, upon the consummation of the Merger, the Company gave effect to the issuance of 60,746,989 shares of Common Stock for the previously issued Switchback common stock and PIPE Shares that were outstanding at the Closing Date.
In connection with the Merger, the Company raised $511.6 million of proceeds including the contribution of $286.6 million of cash held in Switchback’s trust account from its initial public offering, net of redemptions of Switchback public stockholders of $0.3 million, and $225.0 million of cash in connection with the PIPE financing. The Company incurred $36.5 million of transaction costs, consisting of banking, legal, and other professional fees, of which $29.5 million was recorded as a reduction to additional paid-in capital of proceeds and the remaining $7.0 million was expensed in the consolidated statements of operations.
Acquisition of ViriCiti
On August 11, 2021, the Company acquired all of the outstanding shares of ViriCiti for $79.4 million in cash, subject to adjustments, as well as up to $7.7 million of additional earnout consideration contingent on meeting certain revenue targets through January 31, 2023 (“ViriCiti Earnout”). ViriCiti is a Netherlands-based provider of electrification solutions for eBus and commercial fleets with offices in the Netherlands and the United States. The acquisition is expected to enhance ChargePoint’s fleet solutions portfolio of hardware, software and services by integrating information sources to optimize electric fleet operations.
The acquisition of ViriCiti was considered a business combination and was accounted for under the acquisition method of accounting. The total purchase price was allocated to the net tangible and intangible assets acquired and liabilities assumed based on their respective fair values on the acquisition date and the excess was recorded as goodwill. The ViriCiti Earnout liability was valued using a Monte Carlo simulation valuation model using a distribution of potential outcomes over the earnout period based on the most reliable information available. The liability is remeasured to fair value based upon the attainment against the revenue targets and changes in the fair value of earnout liabilities is presented in the consolidated statements of operations using Level 3 fair value inputs.
The Level 3 fair value inputs used in the valuation of ViriCiti Earnout liability were as follows:
January 31, 2022August 11, 2021
(ViriCiti Acquisition Date)
Expected volatility35.3 %34.2 %
Risk-free interest rate0.8 %0.8 %
Expected term (years)1.131.60
The Company incurred acquisition-related expenses of $2.3 million, which were recorded as general and administrative expenses in the consolidated statement of operations.
The following table summarized the purchase consideration (in thousands):
Amount
Cash consideration$79,415 
ViriCiti Earnout consideration (1)3,908 
Total purchase consideration$83,323 
_______________
(1) Values are translated into U.S. Dollars at period-end foreign exchange rates. Changes in the fair value of contingent earnout liability is presented in Note 3, Fair Value Measurements.
The assets acquired and liabilities assumed in connection with the acquisition were recorded at their fair value at the acquisition date as follows (in thousands):
Amount
Cash and cash equivalents$623 
Accounts receivable, net1,248 
Other assets3,215 
Customer relationships17,683 
Developed technology6,558 
Goodwill62,839 
Deferred tax liabilities, net(3,514)
Other liabilities(5,329)
Total acquired assets and assumed liabilities$83,323 
The results of operations of ViriCiti are included in the accompanying consolidated statements of operations from the date of acquisition. ViriCiti’s results of operations since the date of acquisition were not material to the Company’s consolidated results of operations.
Acquisition of has•to•be gmbh
On October 6, 2021, the Company acquired all of the outstanding shares of has•to•be gmbh (“HTB”) for approximately $235.0 million, consisting of $132.9 million in cash and $102.1 million in the form of 5,695,176 shares of ChargePoint Common Stock valued at $17.92 per share on the acquisition date. Of the cash component $2.8 million were paid on February 3, 2022 as part of a working capital adjustment and 885,692 shares, valued at $15.9 million, are held in escrow to cover indemnity claims the Company may make within eighteen months from the closing date. HTB is an Austria-based e-mobility provider with a European charging software platform. The acquisition is intended to expand the Company’s market share in Europe.
The acquisition of HTB was considered a business combination and was accounted for under the acquisition method of accounting. The total purchase price was allocated to the net tangible and intangible assets acquired and liabilities assumed based on their respective fair values on the acquisition date, and the excess was recorded as goodwill. At the acquisition date, the allocation of the purchase price consideration was incomplete as the Company continued to review the detailed valuation analyses to derive the fair value of assets acquired and liabilities assumed from the acquisitions, including developed technology, customer relationships, and the related tax impacts. Therefore, the acquisition date purchase price allocations previously disclosed were based on provisional estimates and subject to continuing management analysis. As of January 31, 2022, the Company completed its review of the detailed valuation analysis and measurement period adjustments were recognized in the fourth quarter of the current year.
The Company incurred acquisition-related expenses of $2.7 million, which were recorded as general and administrative expenses in the consolidated statement of operations.
The following table summarized the purchase consideration (in thousands):
Amount
Cash consideration$132,947 
Common Stock consideration102,057 
Total purchase consideration$235,004 
The assets acquired and liabilities assumed in connection with the acquisition were recorded at their fair value at the acquisition date as follows (in thousands):

Amount
Cash and cash equivalents$3,663 
Accounts receivable, net3,764 
Other assets4,259 
Customer relationships78,726 
Technology12,712 
Goodwill158,997 
Other liabilities(8,762)
Deferred tax liability, net(18,355)
Total acquired assets and assumed liabilities$235,004 

Supplemental Pro Forma Information
The following unaudited pro forma financial information summarizes the combined results of operations for the Company and HTB as if the companies were combined as of February 1, 2020 (in thousands):
Year Ended
 January 31,
20222021
Revenue$249,063 $152,930 
Net Loss$(138,047)$(212,354)
The unaudited pro forma information above include the following adjustments to net loss in the pro forma periods presented (in thousands):
Twelve Months Ended
 January 31,
20222021
An (increase) in amortization expense$(6,876)$(9,845)
An (increase) decrease in expenses related to transaction2,669 (2,669)
An (increase) decrease in tax provision1,719 2,461 
Overall (increase) decrease in net loss(2,488)(10,053)
ChargePoint net loss(132,241)(197,024)
HTB net loss(3,318)(5,278)
Pro forma net loss$(138,047)$(212,355)
The unaudited supplemental pro forma information presented for HTB is for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisitions taken place on the date indicated, or of the Company’s future consolidated results of operations. The supplemental pro forma information presented above has been derived from the Company’s historical consolidated financial statements and from the historical unaudited accounting records of HTB.
Pro forma results of operations for ViriCiti have not been presented because the effect of the acquisition was not material to the consolidated statements of operations.
Goodwill and Intangible Assets
The following table summarizes the changes in carrying amounts of goodwill (in thousands):
Balance as of January 31, 2021$1,215 
Goodwill acquired with ViriCiti acquisition62,839 
Goodwill acquired with HTB acquisition158,997 
Foreign exchange fluctuations(4,567)
Balance as of January 31, 2022$218,484 
Goodwill from these acquisitions represents the future economic benefits arising from other assets that could not be individually identified and separately recognized, such as the acquired assembled workforce. Goodwill is not deductible for tax purposes.
The following table presents the details of intangible assets (amounts in thousands, useful lives in years):
January 31, 2022
Cost (1)Accumulated Amortization (1)Net (1)Useful Life
ViriCiti
Customer relationships$17,683 $(832)$16,851 10
Developed technology6,558 (514)6,044 6
HTB
Customer relationships75,382 (2,391)72,991 10
Developed technology12,173 (850)11,323 6
$111,796 $(4,587)$107,209 
_______________
(1) Values are translated into U.S. Dollars at period-end foreign exchange rates.
The fair value assigned to customer relationships was determined using the income approach, specifically using the multi-period excess earnings method (“MPEEM”), and the fair value assigned to developed technology was determined using relief from royalty rate (“RFR”) method, based on analysis of royalty rate licensing data of market participants.
The customer relationship intangible asset was valued using the MPEEM method. The significant assumptions used include the estimated annual net cash flows (including appropriate revenue, cost of revenue and operating expenses attributable to the asset, retention rate, applicable tax rate, and contributory asset charges, among other factors), the discount rate, reflecting the risks inherent in the future cash flow stream, an assessment of the asset’s life cycle, and the tax amortization benefit, among other factors.
The developed technology intangible asset was valued using the RFR method. The significant assumptions used include the estimated annual net cash flows (including appropriate revenue, cost of revenue and operating expenses attributable the asset, applicable tax rate, royalty rate, gross royalty charges and other factors such as technology related obsolescence rate), the discount rate, reflecting the risks inherent in the future cash flow stream, and the tax amortization benefit, among other factors.
Amortization expense for customer relationships and developed technology is shown as sales and marketing and cost of revenue, respectively, in the consolidated statement of operations. The acquired intangible assets and goodwill are subject to impairment review at least annually on December 31st. Based on the annual impairment analysis completed during the last quarter of the fiscal year ended January 31, 2022, the Company determined that there was no impairment of acquired intangible assets and goodwill.
Acquisition-related intangible assets included in the above table are finite-lived and are carried at cost less accumulated amortization. Intangible assets are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized. Amortization expense was $4.6 million for the year ended January 31, 2022. There was no amortization expense for the year ended January 31, 2021.
The Company recorded net deferred tax liabilities of $3.5 million and $18.4 million associated with the acquisitions of ViriCiti and HTB, respectively. Deferred tax assets and liabilities are netted and presented in the consolidated balance sheets.
XML 36 R14.htm IDEA: XBRL DOCUMENT v3.22.1
Balance Sheet Components
 12 Months Ended
Jan. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Balance Sheet Components Balance Sheet Components
Inventories
Inventories consisted of the following:
January 31,
20222021
(in thousands)
Raw materials$9,712 $13,029 
Work-in-progress— 68 
Finished goods26,167 20,495 
Total Inventories$35,879 $33,592 
Prepaid expense and other current assets
Prepaid expense and other current assets consisted of the following:
January 31,
20222021
(in thousands)
Prepaid expense$16,951 $3,986 
Other current assets19,652 8,088 
Total Prepaid Expense and Other Current Assets$36,603 $12,074 
Property and equipment, net
Property and equipment, net consisted of the following:
January 31,
20222021
(in thousands)
Furniture and fixtures$903 $1,594 
Computers and software6,147 5,384 
Machinery and equipment16,193 10,605 
Tooling10,572 7,705 
Leasehold improvements10,549 9,398 
Owned and operated systems22,546 17,703 
Construction in progress2,720 2,462 
69,630 54,851 
Less: Accumulated depreciation(35,037)(24,863)
Total Property and Equipment, Net$34,593 $29,988 
Depreciation expense for the years ended January 31, 2022, 2021, and 2020 was $11.8 million, $10.1 million, and $7.1 million, respectively.
Accrued and other current liabilities
Accrued and other current liabilities consisted of the following:
January 31,
20222021
(in thousands)
Accrued expenses$31,865 $18,404 
Refundable customer deposits9,409 6,482 
Payroll and related expenses16,131 7,547 
Taxes payable8,955 5,213 
Other current liabilities17,968 9,516 
Total Accrued and Other Current Liabilities$84,328 $47,162 
XML 37 R15.htm IDEA: XBRL DOCUMENT v3.22.1
Leases
 12 Months Ended
Jan. 31, 2022
Leases [Abstract]  
Leases LeasesThe Company leases its office facilities under non-cancellable operating leases with various lease terms. The Company also leases certain office equipment under operating lease agreements. As of January 31, 2022, non-cancellable leases expire on various dates between fiscal years 2023 and 2030.
Generally, the Company's non-cancellable leases include renewal options to extend the lease term from one to five years. The Company has not included any renewal options in its lease terms as these options are not reasonably certain of being exercised. The lease agreements do not contain any material residual value guarantees or material restrictive covenants.
As of January 31, 2022 and 2021, lease balances were as follows:
January 31,
20222021
(in thousands)
Operating leases
Operating lease right-of-use assets$25,535 $21,817 
Operating lease liabilities, current3,876 2,286 
Operating lease liabilities, noncurrent25,370 22,459 
Total operating lease liabilities$29,246 $24,745 
The Company recognizes operating lease costs on a straight-line basis over the lease period. Lease expense for the years ended January 31, 2022, 2021, and 2020 was $6.1 million, $5.1 million, and $4.5 million, respectively. Operating lease costs for short-term leases and variable lease costs were not material during the years ended January 31, 2022, 2021 and 2020.
Future payments of operating lease liabilities under the Company’s non-cancellable operating leases as of January 31, 2022 were as follows:
(in thousands)
Years Ending January 31,
2023$6,719 
20246,177 
20255,779 
20264,775 
20274,589 
Thereafter10,347 
Total undiscounted operating lease payments$38,386 
Less: imputed interest(9,140)
Total operating lease liabilities$29,246 
Other supplemental information as of January 31, 2022 and 2021 was as follows:
January 31,
20222021
Lease Term and Discount Rate
Weighted-average remaining operating lease term (years)6.57.5
Weighted-average operating lease discount rate7.3 %7.9 %
Other supplemental cash flow information for the years ended January 31, 2022, 2021 and 2020 was as follows:
Year ended January 31,
202220212020
(in thousands)
Supplemental Cash Flow Information
Cash paid for amounts in the measurement of operating lease liabilities$5,164 $4,226 $4,527 
As of January 31, 2022, the Company has no additional operating leases that have not yet commenced and as such, have not yet been recognized on the Company’s Consolidated Balance Sheet.
XML 38 R16.htm IDEA: XBRL DOCUMENT v3.22.1
Debt
 12 Months Ended
Jan. 31, 2022
Debt Disclosure [Abstract]  
Debt Debt
In July 2018, the Company entered into a term loan facility with certain lenders (the “2018 Loan”) with a borrowing capacity of $45.0 million to finance working capital and repay all outstanding amounts owed under previous loans. The Company borrowed $35.0 million, with issuance costs of $1.1 million and net proceeds of $33.9 million. The 2018 Loan is secured by substantially all of the Company’s assets, contains customary affirmative and negative covenants, and requires the Company to maintain minimum cash balances and attain certain customer billing targets. The 2018 Loan has a five-year maturity and interest is calculated at LIBOR plus 6.55%. The 2018 Loan agreement was amended on March 20, 2019 to extend the interest only monthly payments through June 30, 2021 to be followed by equal monthly payments of principal and interest. As of January 31, 2021 the Company was in compliance with all financial and non-financial debt covenants.
Transaction costs upon entering into the 2018 Loan were recorded as debt discount and are amortized over the term of the 2018 Loan.
Total interest expense incurred during the years ended January 31, 2022, 2021, and 2020 was $1.5 million, $3.3 million, and $3.5 million, respectively. There was no accrued interest as of January 31, 2022 and 2021.
In March 2021, the Company repaid the entire loan balance of $35.0 million, accrued interest and prepayment fees of $1.2 million.
XML 39 R17.htm IDEA: XBRL DOCUMENT v3.22.1
Commitment and Contingencies
 12 Months Ended
Jan. 31, 2022
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Purchase Commitments
Open purchase commitments are for the purchase of goods and services related to, but not limited to, manufacturing, facilities, and professional services under non-cancellable contracts. They were not recorded as liabilities on the consolidated balance sheets as of January 31, 2022 and 2021 as the Company had not yet received the related goods or services. The Company had open purchase commitments for goods and services of $167.0 million as of January 31, 2022. All of them are expected to be received by January 31, 2024.
Legal Proceedings
The Company may be involved in various lawsuits, claims, and proceedings, including intellectual property, commercial, securities, and employment matters that arise in the normal course of business. The Company accrues a liability when management believes information available prior to the issuance of the consolidated financial statements indicates it is probable a loss has been incurred as of the date of the consolidated financial statements and the amount of loss can be reasonably estimated. The Company adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. Legal costs are expensed as incurred.
The Company believes it has recorded adequate provisions for any such lawsuits, claims, and proceedings and, as of January 31, 2022, it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized in the consolidated financial statements. Based on its experience, the Company believes that damage amounts claimed in these matters are not meaningful indicators of potential liability. Given the inherent uncertainties of litigation, the ultimate outcome of the ongoing matters described herein cannot be predicted with certainty. While litigation is inherently unpredictable, the Company believes it has valid defenses with respect to the legal matters pending against it. Nevertheless, the consolidated financial statements could be materially adversely affected in a particular period by the resolution of one or more of these contingencies. Liabilities established to provide for contingencies are adjusted as further information develops, circumstances change, or contingencies are resolved; and such changes are recorded in the accompanying consolidated statements of operations during the period of the change and reflected in accrued and other current liabilities on the accompanying consolidated balance sheets.
Guarantees and Indemnifications
The Company has service level commitments to its customers warranting certain levels of uptime reliability and performance and permitting those customers to receive credits in the event that the Company fails to meet those levels. To date, the Company has not incurred any material costs as a result of such commitments.
The Company’s arrangements generally include certain provisions for indemnifying customers against liabilities if its products or services infringe a third-party’s intellectual property rights. Additionally, the Company may be required to indemnify for claims caused by its negligence or willful misconduct. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. To date, the Company has not incurred any material costs as a result of such obligations and has not accrued any liabilities related to such obligations in the consolidated financial statements.
The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines, and settlement amounts incurred by them in any action or proceeding to which any of them are, or are threatened to be, made a party by reason of their service as a director or officer. The Company maintains director and officer insurance coverage that would generally enable it to recover a portion of any future amounts paid. The Company also may be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions.
Letters of Credit
The Company had $0.4 million of secured letters of credit outstanding as of January 31, 2022 and 2021. These primarily relate to support of customer agreements and are fully collateralized by cash deposits which the Company recorded in restricted cash on its consolidated balance sheets based on the term of the remaining restriction.
XML 40 R18.htm IDEA: XBRL DOCUMENT v3.22.1
Redeemable Convertible Preferred Stock
 12 Months Ended
Jan. 31, 2022
Temporary Equity Disclosure [Abstract]  
Redeemable Convertible Preferred Stock Redeemable Convertible Preferred Stock
In fiscal year 2022, upon the closing of the Merger on February 26, 2021, all outstanding redeemable convertible preferred stock were converted into shares of Legacy ChargePoint common stock pursuant to the conversion rate effective immediately prior to the Merger (see Note 4, Reverse Capitalization and Business Combinations).
In fiscal year 2021, Legacy ChargePoint issued 22.4 million shares of Series H-1 redeemable convertible preferred stock and 22.4 million common stock warrants for total cash proceeds of $127.0 million, net of issuance costs of $0.2 million. On issuance, Legacy ChargePoint’s redeemable convertible preferred stock and common stock warrants were recorded at fair value of the amount of allocated proceeds, net of issuance costs. Legacy ChargePoint performed a valuation of the Series H-1 redeemable convertible preferred stock as well as the common stock warrants. The common stock warrants were valued using the Black-Scholes option pricing model. Based upon that valuation, Legacy ChargePoint allocated the net proceeds between the Series H-1 redeemable convertible preferred stock and common stock warrants of $95.5 million and $31.5 million, respectively, based on their relative fair values. In addition, the Company evaluated the conversion feature of the Series H-1 redeemable convertible preferred stock to assess whether it met the definition of a beneficial conversion feature (“BCF”). As the fair value of a share of common stock exceeded the effective conversion price at the issuance date, the Series H-1 redeemable convertible preferred stock contained a BCF. The intrinsic value of $60.4 million was recorded as a discount to the Series H-1 redeemable convertible preferred stock and a credit to additional paid-in capital. As a result of the shares being readily convertible into shares of the Company’s common stock at the option of the holders, the full value of the BCF was immediately recorded as a deemed dividend through additional paid-in capital to reflect the accretion of the discount resulting from the at-issuance BCF embedded within the redeemable convertible preferred stock.
In fiscal year 2020, Legacy ChargePoint issued 2.6 million shares of Series H redeemable convertible preferred stock and 0.9 million common stock warrants for total cash proceeds of $14.9 million, net of issuance costs of $0.1 million. Of the total proceeds, $14.8 million, net of $0.1 million of issuance costs, was allocated to the Series H redeemable convertible preferred stock, based on the estimated fair value of the redeemable convertible preferred stock relative to the estimated fair value of the common stock warrants.
As of January 31, 2022, the Company does not have any redeemable convertible preferred stock outstanding. Redeemable convertible preferred stock as of January 31, 2021 and 2020 consisted of the following (in thousands, except for number of shares):

January 31, 2021
SharesLiquidation
Preference		Carrying
Value
AuthorizedOutstanding
Series A29,027 29,027 $3,746 $3,697 
Series B132,831 130,146 13,993 13,947 
Series C45,222 45,222 13,068 13,039 
Series D45,744,194 44,307,263 54,946 49,469 
Series E22,578,525 21,772,150 54,000 26,795 
Series F23,611,372 23,611,372 59,000 58,624 
Series G28,533,636 28,533,636 125,000 124,745 
Series H42,154,388 42,154,388 240,000 229,925 
Series H-1 (for liquidation preference including unpaid accumulated dividends)
22,351,053 22,351,053 146,594 95,456 
185,180,248 182,934,257 $710,347 $615,697 

January 31, 2020
SharesLiquidation
Preference		Carrying
Value
AuthorizedOutstanding
Series A29,027 29,027 $3,746 $3,697 
Series B132,831 130,146 13,993 13,947 
Series C45,222 45,222 13,068 13,039 
Series D45,744,194 44,307,262 54,946 49,469 
Series E22,578,525 21,772,150 54,000 26,795 
Series F23,611,372 23,611,372 59,000 58,624 
Series G28,533,636 28,533,636 125,000 124,745 
Series H42,154,388 42,154,388 240,000 229,925 
162,829,195 160,583,203 $563,753 $520,241 
The significant features of the Legacy ChargePoint’s redeemable convertible preferred stock were as follows:
Dividend provisions — The holders of the outstanding shares of Series A, Series B, Series C, Series D, Series E, Series F, Series G, and Series H redeemable convertible preferred stock are entitled to receive, when and if declared by Legacy ChargePoint’s board of directors, a noncumulative dividend at the annual rate per share of $10.3251, $8.5792, $23.1286, $0.0992, $0.0992, $0.1999, $0.3505, and $0.4554, respectively, per annum, adjustable for certain events, such as stock splits and combinations. The holders of the outstanding shares of Series H-1 redeemable convertible preferred stock are entitled to receive a cumulative dividend accrued at the annual rate of $0.4539 per share, accruing on a daily basis through the second anniversary of the issuance of the Series H-1 redeemable convertible preferred stock. In addition, holders of redeemable convertible preferred stock participate in any distribution in excess of preferred dividends on an as converted basis. The Company has declared no dividends as of January 31, 2022 and 2021. As of January 31, 2022 and 2021, total unpaid accumulated dividends due to the Series H-1 redeemable convertible preferred stockholders were zero and $16.8 million, respectively. Upon the closing of the Merger on February 26, 2021, 1,026,084 shares of Common Stock were issued to settle the accumulated dividend to the Series H-1 redeemable convertible preferred stockholders (see Note 4, Reverse Capitalization and Business Combinations).
Liquidation preference — In the event of any liquidation, dissolution, winding up or change of control of the Company, whether voluntary or involuntary, the holders of Series H-1 redeemable convertible preferred stock shall be entitled to receive on a pari passu basis, and prior and in preference to any distribution of any of the assets, the amount of $5.6934 per share for each share of Series H-1 redeemable convertible preferred stock then held, as applicable, adjusted for any stock dividends, combinations, splits, or recapitalization, plus all declared but unpaid dividends.
After payments to the holders of Series H-1 redeemable convertible preferred stock, the holders of Series H redeemable convertible preferred stock shall be entitled to receive on a pari passu basis, and prior and in preference to any distribution of any of the assets, the amount of $5.6934 per share for each share of Series H redeemable convertible preferred stock then held, as applicable, adjusted for any stock dividends, combinations, splits, or recapitalization, plus all declared but unpaid dividends.
After payments to the holders of Series H redeemable convertible preferred stock, holders of Series G redeemable convertible preferred stock shall be entitled to receive on a pari passu basis, and prior and in preference to any distribution of any of the assets, the
amount of $4.3808 per share for each share of Series G redeemable convertible preferred stock then held, as applicable, adjusted for any stock dividends, combinations, splits, or recapitalization, plus all declared but unpaid dividends.
After payments to the holders of Series G redeemable convertible preferred stock, holders of Series F redeemable convertible preferred stock shall be entitled to receive on a pari passu basis, and prior and in preference to any distribution of any of the assets, the amount of $2.4988 per share for each share of Series F redeemable convertible preferred stock then held, as applicable, adjusted for any stock dividends, combinations, splits, or recapitalization, plus all declared but unpaid dividends.
After payments to the holders of Series F redeemable convertible preferred stock, holders of Series E redeemable convertible preferred stock shall be entitled to receive on a pari passu basis, and prior and in preference to any distribution of any of the assets, the amount of $2.4802 per share for each share of Series E redeemable convertible preferred stock then held, as applicable, adjusted for any stock dividends, combinations, splits, or recapitalization, plus all declared but unpaid dividends.
After payments to the holders of Series E redeemable convertible preferred stock, holders of Series D redeemable convertible preferred stock shall be entitled to receive on a pari passu basis, and prior and in preference to any distribution of any of the assets, the amount of $1.2401 per share for each share of Series D redeemable convertible preferred stock then held, as applicable, adjusted for any stock dividends, combinations, splits, or recapitalization, plus all declared but unpaid dividends.
After payments to the holders of Series D redeemable convertible preferred stock, the holders of the Series C and Series B redeemable convertible preferred stock are entitled to receive the amount of $288.9825 and $107.5156 per share, respectively, for each share of Series C and Series B redeemable convertible preferred stock then held, as applicable, adjusted for any stock dividends, combinations, splits, or recapitalization, plus all declared but unpaid dividends.
After payments to the holders of Series C and Series B redeemable convertible preferred stock, the holders of the Series A redeemable convertible preferred stock are entitled to receive the amount of $129.0387 per share, respectively, for each share of Series A redeemable convertible preferred stock share then held, as applicable, adjusted for any stock dividends, combinations, splits, or recapitalization, plus all declared but unpaid dividends.
After payments to the holders of Series A redeemable convertible preferred stock, the entire remaining assets and surplus funds of the Company legally available for distribution, if any, shall be distributed pro rata among the holders of the then outstanding common stock and redeemable convertible preferred stock on an as-converted basis, rounded down to the next whole number of shares on a pari passu basis according to the number of shares of common stock held by such holders, until such time as each holder of then outstanding Series A, Series B, Series C, Series D, Series E, Series F, Series G, Series H, and Series H-1 redeemable convertible preferred stock have received an aggregate amount equal to 2, 4, 4, 4, 2.5, 4, 2, 2, and 2 times the preference amount, respectively, of each share of redeemable convertible preferred stock held by each holder. After these distributions have been paid to all holders of redeemable convertible preferred stock, then the holders of then outstanding common stock will be entitled to receive all remaining assets of the Company legally available for distribution pro rata according to the number of outstanding shares of common stock then held by each holder. The redeemable convertible preferred stock will be deemed to have been automatically converted into common stock if the redemption amount per share on an as-converted basis would be greater than such holder would otherwise be entitled to.
Conversion rights — Each share of Series A, Series B, Series C, Series D, Series E, Series F, Series G, Series H, and Series H-1 redeemable convertible preferred stock are convertible, at the option of the holder thereof, at any time after the date of issuance of such share, into such number of fully paid and non-assessable shares of common stock as is determined by dividing $91.7319, $81.5974, $139.6147, $1.2401, $1.2401, $2.4988, $4.3808, $5.6934, and $5.6934, respectively, by the conversion price of $1.9011, $1.9011, $1.9011, $1.2401, $1.2401, $2.4988, $4.3808, $5.6934, and $5.6934, respectively, in effect on the date the certificate is surrendered for conversion.
The holders of each series of redeemable convertible preferred stock shall benefit from certain anti-dilution adjustments in the event the Company issues shares at a per share price lower than the respective issuance price of each series of redeemable convertible preferred stock.
The redeemable convertible preferred stock will automatically convert into shares of common stock at the then effective conversion price for each such share immediately upon the Company’s sale of its common stock in a firm commitment of an underwritten initial public offering pursuant to a registration statement under the Securities Act of 1933, as amended, that has a public offering price of not less than $11.3867 per share, adjusted for any stock dividends, combinations, splits, or recapitalization, and which result in aggregate gross proceeds to the Company of not less than $100.0 million, net of underwriting discounts, commissions, and expenses.
Redemption and Balance Sheet Classification — While the redeemable convertible preferred stock does not have mandatory redemption provisions, the deemed liquidation preference provisions of the redeemable convertible preferred stock are considered contingent redemption provisions that are not solely within the Company’s control. These elements primarily relate to deemed liquidation events such as a change of control. Accordingly, the Company’s redeemable convertible preferred stock has been presented outside of permanent equity in the mezzanine section of the consolidated balance sheets.
Voting rights — The holders of each share of redeemable convertible preferred stock are entitled to the number of votes equal to the number of shares of common stock into which such shares of redeemable convertible preferred stock could be converted. The holder of each share of common stock shall have the right to one vote for each such share and shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Company. Holders of Series A, Series B, Series D, Series, F, and Series H redeemable convertible preferred stock have the right to appoint one, two, three, two, and two directors to the Company’s board of directors, respectively.
XML 41 R19.htm IDEA: XBRL DOCUMENT v3.22.1
Common Stock
 12 Months Ended
Jan. 31, 2022
Equity [Abstract]  
Common Stock Common Stock
On February 26, 2021, the Merger was consummated and the Company issued 60,746,989 shares for an aggregate purchase price of $200.5 million, net of issuance costs of $29.4 million. Immediately following the Merger, there were 277,768,357 shares of Common Stock outstanding with a par value of $0.0001.
The Company has retroactively adjusted the shares issued and outstanding prior to February 26, 2021, to give effect to the Exchange Ratio established in the Merger Agreement to determine the number of shares of Common Stock into which they were converted. Immediately prior to the Merger, 484,951,532 shares were authorized to issue at $0.0001 par value, with 299,771,284 shares designated as Common Stock and 185,180,248 shares of redeemable convertible preferred stock.
As of January 31, 2022 and 2021, the Company was authorized to issue 1,000,000,000 and 299,771,284 shares of common stock, respectively, with a par value of $0.0001 per share. There were 334,760,615 and 22,961,032 shares issued and outstanding as of January 31, 2022 and 2021, respectively.
The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. The holders of common stock are not entitled to cumulative voting rights with respect to the election of directors, and as a consequence, minority stockholders are not able to elect directors on the basis of their votes alone. Subject to preferences that may be applicable to any shares of redeemable convertible preferred stock currently outstanding or issued in the future, holders of common stock are entitled to receive ratably such dividends as may be declared by the Company’s board of directors out of funds legally available therefor. In the event of the Company’s liquidation, dissolution, or winding up, holders of the Company’s common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preference of any then outstanding redeemable convertible preferred stock. Holders of common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock.
Common Stock Reserved for Future Issuance
Shares of common stock reserved for future issuance on an as-if converted basis, were as follows:
January 31,
20222021
Conversion of redeemable convertible preferred stock— 193,037,715 
Stock options issued and outstanding22,200,869 30,167,178 
Restricted stock units outstanding4,033,418 — 
Redeemable convertible preferred stock warrants outstanding— 2,358,546 
Common stock warrants outstanding35,549,024 36,402,515 
Shares available for grant under 2017 Stock Option Plan— 4,528,391 
Shares available for grant under 2021 Equity Incentive Plan36,370,596 — 
Shares available for grant under 2021 ESPP8,177,683 — 
Total shares of common stock reserved106,331,590 266,494,345 
On February 26, 2021, upon the closing of the Merger as referenced in Note 4, Reverse Capitalization and Business Combinations, all of the outstanding redeemable convertible preferred stock was converted to Common Stock pursuant to the conversion ratio effective immediately prior to the Merger, and the remaining fair value was reclassified to additional paid-in capital.
XML 42 R20.htm IDEA: XBRL DOCUMENT v3.22.1
Stock Warrants and Earnout
 12 Months Ended
Jan. 31, 2022
Equity [Abstract]  
Stock Warrants and Earnout Stock Warrants and Earnout
Redeemable Convertible Preferred Stock Warrants
Warrants to purchase a total of 2,358,528 shares of Series B, D and E redeemable convertible preferred stock were initially recognized as a liability recorded at fair value upon issuance and were subject to remeasurement to fair value at each balance sheet date. As part of the Merger, Legacy ChargePoint redeemable convertible preferred stock was converted into Legacy ChargePoint common stock pursuant to the conversion rate effective immediately prior to the Merger while all related Legacy ChargePoint preferred stock warrants were converted into warrants exercisable for shares of Common Stock with terms consistent with the Legacy ChargePoint preferred stock warrants except for the number of shares exercisable therefor and the exercise price, each of which was adjusted using the Exchange Ratio. At that time, the redeemable convertible preferred stock warrant liability was remeasured and reclassified to additional paid-in capital.
The liability associated with these warrants was subject to remeasurement at each balance sheet date using the Level 3 fair value inputs. See Note 3, Fair Value Measurements, for further details.
The Level 3 fair value inputs used in the recurring valuation of the redeemable convertible preferred stock warrant liability were as follows:
February 26, 2021
(Merger Date)		January 31, 2021January 31, 2020
Expected volatility84.3 %80.5 %58.4 %
Risk-free interest rate0.0 %0.1 %1.6 %
Dividend rate0.0 %0.0 %0.0 %
Expected term (years)01.42.0
Common Stock Warrants
In addition to the warrants to purchase 2,358,528 shares of Legacy ChargePoint preferred stock described above, Legacy ChargePoint had outstanding warrants to purchase 36,402,503 shares of Legacy ChargePoint common stock (collectively, “Legacy Warrants”), which now represent warrants to purchase Common Stock. Immediately following the Merger, there were 38,761,031 Legacy Warrants outstanding which are classified as equity.
During the fiscal year ended January 31, 2022, 3,222,442 Legacy Warrants were net exercised resulting in the issuance of 2,906,689 shares of Common Stock. During the fiscal year ended January 31, 2022, proceeds received for the exercise of Legacy Warrants were $1.2 million. As of January 31, 2022, there were 35,538,589 Legacy Warrants outstanding which are classified as equity.
January 31, 2022
Outstanding WarrantsExpiration Date
Number of
Warrants
Exercise
Price
Common Stock21,727,177 
$1.25 - $6.03
3/4/2022 – 8/6/2030
Common Stock13,811,412 $9.04 
11/16/2028 – 2/14/2029
Total outstanding common stock warrants35,538,589 
February 26, 2021 (Merger Date)
Outstanding WarrantsExpiration Date
Number of
Warrants(1)
Exercise
Price
Common Stock24,709,575 
$1.00 - $6.03
3/4/2022 - 8/6/2030
Common Stock14,051,456 $9.04 
11/16/2028 – 2/14/2029
Total outstanding common stock warrants38,761,031 
______________
(1) The shares (and the warrants' exercise prices) subject to the Company's Legacy Warrants were restated to reflect the Exchange Ratio of approximately 0.9966 established in the Merger Agreement as discussed in Note 4.
January 31, 2021
Outstanding WarrantsExpiration Date
Number of
Warrants (1)
Exercise
Price
Common Stock22,351,053 $6.03 
3/4/2022 - 8/6/2030
Common Stock14,051,462 $9.04 
11/16/2028 - 2/14/2029
Total outstanding common stock warrants36,402,515 
_____________
(1) The shares (and the warrants' exercise prices) subject to the Company's Legacy Warrants were restated to reflect the Exchange Ratio of approximately 0.9966 established in the Merger Agreement as discussed in Note 4.
Private Placement Warrants
The Private Placement Warrants were initially recognized as a liability on February 26, 2021, at a fair value of $127.9 million and the Private Placement Warrant liability was remeasured to fair value as of any respective exercise dates and as of January 31, 2022. The Company recorded a gain of $63.7 million for the fiscal year ended January 31, 2022, classified within change in fair value of warrant liabilities in the consolidated statements of operations. As of January 31, 2022, there were 10,435 Private Placement Warrants outstanding.
The Private Placement Warrants were valued using the following assumptions under the BLM that assumes optimal exercise of the Company’s redemption option at the earliest possible date:
January 31,
2022		February 26, 2021 (Merger Date)
Market price of public stock$13.85 $30.83 
Exercise price$11.50 $11.50 
Expected term (years)4.15.0
Volatility70.5 %73.5 %
Risk-free interest rate1.0 %0.8 %
Dividend rate0.0 %0.0 %
Public Warrants
The Public Warrants became exercisable 30 days after the completion of the Merger. The Public Warrants were exercisable for a whole number of shares.
The Public Warrants were initially recognized as a liability on February 26, 2021 at a fair value of $153.7 million and the public warrant liability was remeasured to fair value based upon the market price as warrants were exercised. On June 4, 2021 the Company issued a redemption notice pursuant to which all but 244,481 Public Warrants were exercised by the Public Warrant holders. At the conclusion of the redemption notice period on July 6, 2021, the Company redeemed the remaining 244,481 Public Warrants outstanding for $0.01 per warrant. The Company recognized a loss of $15.9 million for the fiscal year ended January 31, 2022, classified within change in fair value of warrant liabilities in the consolidated statements of operations.
During the fiscal year ended January 31, 2022, proceeds received for the exercise of Public Warrants were $117.6 million. As of January 31, 2022, no Public Warrants remained outstanding.
Warrants Activity
Activity of warrants is set forth below:
Legacy Warrants (1)
Private Placement WarrantsPublic Warrants
Total
Common Stock Warrants (1)
Outstanding as of January 31, 202138,761,031 — — 38,761,031 
Common Stock Warrants as Part of the Merger
—6,521,56810,470,56216,992,130
Warrants Exercised(3,222,442)(6,511,133)(10,226,081)(19,959,656)
Warrants Redeemed——(244,481)(244,481)
Outstanding as of January 31, 202235,538,58910,435—35,549,024
_______________
(1) The shares (and the warrants' exercise prices) subject to the Company's Legacy Warrants were restated to reflect the Exchange Ratio of approximately 0.9966 established in the Merger Agreement as discussed in Note 4.

Contingent Earnout Liability
During the five year period starting at the closing of the Merger (“Earnout Period”), eligible former equity holders of Legacy ChargePoint were eligible to receive up to 27,000,000 additional shares of Common Stock (“Earnout Shares”) in three equal tranches if the Earnout Triggering Events (as described in the Merger Agreement) were fully satisfied. The three Earnout Triggering Events were the dates on which the closing volume weighted-average price (“VWAP”) per share of common stock quoted on the NYSE (or the exchange on which the shares of the Company’s Common Stock are then listed) is greater or equal to $15.00, $20.00 and $30.00, respectively, for any ten trading days within any 20 consecutive trading day period within the Earnout Period.
Upon the closing of the Merger, the contingent obligation to issue Earnout Shares was accounted for as a liability because the Earnout Triggering Events that determine the number of Earnout Shares required to be issued include events that are not solely indexed to the Common Stock of ChargePoint. The estimated fair value of the total Earnout Shares at the closing of the Merger on February 26, 2021, was $828.2 million based on a Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the Earnout Period using the most reliable information available. Assumptions used in the valuation are described below.
March 12,
2021		February 26,
2021
Current stock price$27.84 $30.83 
Expected volatility72.00 %71.60 %
Risk-free interest rate0.85 %0.75 %
Dividend rate0.00 %0.00 %
Expected term (years)4.965.00
The first two Earnout Triggering Events for up to 18,000,000 of the Earnout Shares occurred on March 12, 2021, and, after withholding some of these Earnout Shares to cover employee withholding tax obligations, 17,539,657 Earnout Shares were issued on March 19, 2021, and the estimated fair value of the earnout liability was remeasured to $743.7 million, including (i) $501.1 million related to the Earnout Shares issuable upon the occurrence of the Earnout Triggering Event associated with the $15.00 and $20.00 VWAP per share thresholds based on the Common Stock price as of March 12, 2021, and (ii) $242.6 million related to the estimated fair value of earnout liability related to the remaining 9,000,000 Earnout Shares issuable upon the occurrence of the Earnout Triggering Event associated with the $30.00 VWAP per share threshold based on a Monte Carlo simulation valuation model as of March 12, 2021, as described above. The change in fair value resulted in a gain of $84.4 million recognized in the consolidated statement of operations for the three months ended April 30, 2021. Upon settlement of the first two tranches, the classification of the remaining 9,000,000 Earnout Shares of the third tranche was changed to equity on March 12, 2021, because the Earnout Shares became an instrument contingently issuable upon the occurrence of the Earnout Triggering Event into a fixed number of Common Shares that is not based on an observable market price or index other than the Company’s own stock price.
The third and final Earnout Triggering Event for up to 9,000,000 of the Earnout Shares associated with the $30.00 VWAP per share threshold occurred on June 29, 2021, and, after the withholding of some of these Earnout Shares to cover employee withholding tax obligations, 8,773,596 Earnout Shares were issued on July 1, 2021. No further Earnout Shares remained contingently issuable as of January 31, 2022.
XML 43 R21.htm IDEA: XBRL DOCUMENT v3.22.1
Equity Plans and Stock-based Compensation
 12 Months Ended
Jan. 31, 2022
Share-based Payment Arrangement [Abstract]  
Equity Plans and Stock-Based Compensation Equity Plans and Stock-Based Compensation
The following sets forth the total stock-based compensation expense for employee equity plans included in the Company’s consolidated statements of operations:
Year Ended January 31,
202220212020
(in thousands)
Cost of revenue$3,782 $115 $39 
Research and development25,461 1,807 871 
Sales and marketing9,154 1,501 1,164 
General and administrative28,934 1,524 863 
Total stock-based compensation expense$67,331 $4,947 $2,937 
The following set forth the total stock-based compensation expense by award type is as follows:
Year Ended January 31,
202220212020
(in thousands)
Stock Options$20,705 $4,947 $2,937 
ESPP1,272 — — 
RSU45,354 — — 
Total stock-based compensation expense$67,331 $4,947 $2,937 

2021 Employee Stock Purchase Plan
On February 25, 2021, the stockholders of the Company approved the 2021 Employee Stock Purchase Plan (“2021 ESPP”). The 2021 ESPP permits participants to purchase shares of the Company’s Common Stock, up to the IRS allowable limit, through contributions (in the form of payroll deductions or otherwise to the extent permitted by the administrator) of up to 15% of their eligible compensation. The 2021 ESPP provides for consecutive, overlapping 24-month offering periods, subject to certain rollover and reset mechanisms as defined in the ESPP. Participants are permitted to purchase shares of the Company’s Common Stock at the end of each 6-month purchase period at 85% of the lower of the fair market value of the Company’s Common Stock on the first trading day of an offering period or on the last trading date of each purchase period. A participant may purchase a maximum of 10,000 shares of the Company’s Common Stock during a purchase period. Participants may end their participation at any time during an offering and will be refunded any accumulated contributions that have not yet been used to purchase shares. Participation ends automatically upon termination of employment with the Company. The initial offering period is from October 1, 2021 through September 9, 2023.
Further, on the first day of each March during the term of the 2021 ESPP, commencing on March 1, 2021 and ending on (and including) March 1, 2040, the aggregate number of shares of Common Stock that may be issued under the 2021 ESPP shall automatically increase by a number equal to the lesser of (i) one percent (1%) of the total number of shares of Common Stock issued and outstanding on the last day of the preceding month, (ii) 5,400,000 shares (subject to standard anti-dilution adjustments), or (iii) a number of shares determined by the Company’s Board of Directors. As of January 31, 2022, 8,177,683 shares of Common Stock were available under the 2021 ESPP.
As of January 31, 2022, unrecognized stock-based compensation expense for ESPP was $6.1 million and is expected to be recognized over the weighted average period of 1.83 years.
2021 Equity Incentive Plan
On February 25, 2021, the stockholders of the Company approved the 2021 Equity Incentive Plan (“2021 EIP”). Under the 2021 EIP, the Company can grant stock options, stock appreciation rights, restricted stock, restricted stock units (“RSU”) and certain other awards which are settled in the form of shares of Common Stock issued under this 2021 EIP. On the first day of each March, beginning on March 1, 2021 and continuing through March 1, 2030, the 2021 EIP reserve will automatically increase by a number equal to the lesser of (a) 5% of the total number of shares actually issued and outstanding on the last day of the preceding month and (b) a number of shares determined by the Company’s Board of Directors. As of January 31, 2022, 36,370,596 shares of Common Stock were available under the 2021 EIP.
There were no options granted for the year ended January 31, 2022.
Restricted Stock Units
The 2021 EIP provides for the issuance of RSUs to employees and directors. A summary of activity of RSUs under the 2021 EIP at January 31, 2022 and changes during the periods then ended is presented in the following table:
 Number of SharesWeighted Average Grant Date Fair Value per Share
Outstanding as of January 31, 2021— $— 
RSU granted5,664,811 $26.57 
RSU vested(1,380,988)$27.36 
RSU forfeited(250,405)$27.05 
Outstanding as of January 31, 20224,033,418 $26.27 
The weighted-average grant date fair value of RSUs granted in the years ended January 31, 2022 was $26.57. The total grant date fair value of RSUs vested during the year ended January 31, 2022 was $37.8 million.
As of January 31, 2022, unrecognized stock-based compensation expense for RSU was $81.5 million and is expected to be recognized over a weighted-average period of 2.83 years.
2017 Plan and 2007 Plan
In fiscal year 2022, the Company terminated its 2017 Stock Option Plan (the “2017 Plan”) and 2007 Stock Option Plan (the “2007 Plan”). No further awards will be granted under the 2017 and 2007 Plans. As of January 31, 2022, 19,071,585 shares and 3,129,284 shares of Common Stock remain reserved for outstanding awards issued under the 2017 and 2007 Plans, respectively. Stock-based awards forfeited, cancelled or repurchased from the above plans generally are returned to the pool of shares of Common Stock available for issuance under the 2021 EIP Plan.
Stock Options Activity
A summary of option activity under the 2017 and 2007 Plans at January 31, 2022 and changes during the periods then ended is presented in the following table:
Number of
Stock Option
Awards		Weighted
Average
Exercise Price		Weighted
Average
Remaining Contractual term
(in years)		Aggregate
Intrinsic Value
(in thousands)
Outstanding as of January 31, 2021
30,166,792 $0.71 7.3$1,064,539 
Granted— $— 
Exercised(7,238,656)$0.62 
Cancelled(727,267)$2.39 
Outstanding as of January 31, 2022
22,200,869 $0.68 6.6$292,362 
Options vested and expected to vest as of January 31, 2022
21,801,260 $0.68 6.6$287,130 
Exercisable as of January 31, 2022
15,162,200 $0.65 6.0$200,088 
The options outstanding as of January 31, 2022, include the June 2020 grant of a stock option under the 2017 Plan to the Company’s Chief Executive Officer to purchase a total of 1,500,000 shares of Common Stock (“CEO Award”) originally subject to both service and performance-based vesting conditions. No stock-based compensation expense had been recorded prior to the Merger as the CEO Awards were improbable of vesting before and after two modifications in each of September 2020 and December 2020, because the performance-based vesting condition was contingent upon the closing of the Merger. Accordingly, the Company commenced recognition of stock-based compensation expense for the CEO Award following the Merger in February 2021 when the only remaining vesting condition was service-based. As of January 31, 2022 and 2021, the total unrecognized compensation expense related to the unvested portion of the CEO Award was $28.4 million and $44.3 million, respectively, which is expected to be recognized over a period of 2 years.
The weighted-average grant date fair value of options granted in the years ended January 31, 2022, 2021, and 2020 was zero, $0.94, and $0.31 per share, respectively. The total fair value of options vested during the years ended January 31, 2022, 2021, and 2020 was $3.4 million, $5.4 million, and $2.5 million, respectively.
As of January 31, 2022, unrecognized stock-based compensation expense for options was $32.4 million and is expected to be recognized over a weighted-average period of 1.63 years.
Determination of Fair Value
The Company records stock-based compensation based on the fair value of stock options and ESPP on grant date using the Black-Scholes option-pricing model.
The weighted-average assumptions in the Black-Scholes option-pricing models used to determine the fair value of stock options granted during the years ended January 31, 2021, and 2020 were as follows:
Year Ended January 31,
20212020
Expected volatility
49.1% - 51.6%
40.3% - 40.9%
Risk-free interest rate
0.3% - 1.6%
1.4% - 2.4%
Dividend rate0.0 %0.0 %
Expected term (in years)
5.6 - 5.8
5.0 - 5.9
Fair value of the underlying common stock: For the fiscal year ended January 31, 2021 and 2020, the absence of a public market for Legacy ChargePoint’s common stock required its board of directors to estimate the fair value of its common stock for purposes of granting options and for determining stock-based compensation expense by considering several objective and subjective factors, including contemporaneous third-party valuations, actual and forecasted operating and financial results, market conditions and performance of comparable publicly traded companies, developments and milestones in Legacy ChargePoint, the rights and preferences of common and redeemable convertible preferred stock, and transactions involving the Legacy ChargePoint’s stock. The fair value of the Legacy ChargePoint’s common stock was determined in accordance with applicable elements of the American Institute of Certified Public Accountants guide, Valuation of Privately Held Company Equity Securities Issued as Compensation.
Expected volatility: As Legacy ChargePoint was not publicly traded, the expected volatility for Legacy ChargePoint’s stock options were determined by using an average of historical volatilities of selected industry peers deemed to be comparable to the Legacy ChargePoint’s business corresponding to the expected term of the awards.
Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the awards.
Expected dividend yield: The expected dividend rate is zero as Legacy ChargePoint had no history or expectation of declaring dividends on its common stock.
Expected term: The expected term represents the period these stock awards are expected to remain outstanding and is based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules, and expectations of future employee behavior.
The Company did not grant any options during the year ended January 31, 2022.
The weighted-average assumptions in the Black-Scholes option-pricing models used to determine the fair value of ESPP rights granted during the year ended January 31, 2022 were as follows:

Year Ended January 31,
2022
Expected volatility
61.8% - 73.5%
Risk-free interest rate
0.1% - 0.3%
Dividend rate0.0 %
Expected term (in years)
0.4 - 1.9
Expected volatility: The expected volatility was determined by using a blended volatility approach of peer volatility and implied volatility. Peer volatility was calculated as the average of historical volatilities of selected industry peers deemed to be comparable to ChargePoint’s business corresponding to the expected term of the awards.
Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the awards.
Expected dividend yield: The expected dividend rate is zero as ChargePoint currently has no history or expectation of declaring dividends on its Common Stock.
Expected term: The expected term represents the length of time the ESPP rights under each purchase period are outstanding.
The Company estimates the fair value of RSUs as the closing market value of its Common Stock on the grant date.
XML 44 R22.htm IDEA: XBRL DOCUMENT v3.22.1
Income Taxes
 12 Months Ended
Jan. 31, 2022
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
The components of net loss before income taxes were as follows:
Year Ended January 31,
202220212020
(in thousands)
Domestic$(131,916)$(197,908)$(134,578)
Foreign(3,255)1,082 475 
Net loss before income taxes$(135,171)$(196,826)$(134,103)
The components of the provision for (benefit from) income taxes were as follows:
Year Ended January 31,
202220212020
(in thousands)
Current
Federal$— $— $— 
State17 47 35 
Foreign359 151 189 
Total current$376 $198 $224 
Deferred
Federal$(1,242)$— $— 
State(423)— — 
Foreign(1,641)— — 
Total deferred(3,306)— — 
Total provision for income taxes$(2,930)$198 $224 
A reconciliation of the U.S. federal statutory rate to the Company’s effective tax rate was as follows:
Year Ended January 31,
202220212020
Tax at federal statutory rate21.0 %21.0 %21.0 %
State tax rate, net— %— %— %
Permanent differences0.2 %(0.6 %)(1.5 %)
Warrant and earnout revaluation20.9 %(7.8 %)(0.1 %)
Stock-based compensation8.0 %(0.2 %)(0.2 %)
Intangible assets amortization1.3 %— %— %
Change in valuation allowance(45.5 %)(13.6 %)(21.1 %)
Transaction cost(1.2 %)— %— %
Research and development tax credits2.8 %1.1 %1.8 %
Section 162(m) executive compensation limitation
(5.3)%— %— %
Effective tax rate2.2 %(0.1)%(0.1)%
The significant components of the Company’s deferred tax assets and liabilities as of January 31, 2022 and 2021 were as follows:
Year Ended January 31,
20222021
(in thousands)
Deferred tax assets:
Net operating losses$199,299 $114,154 
Research & development credits25,725 12,054 
Deferred revenue10,691 15,270 
Accruals and reserves10,882 8,102 
Stock-based compensation2,445 980 
Operating lease liabilities7,490 6,999 
Total deferred tax assets256,532 157,559 
Less: valuation allowance(240,584)(150,991)
Deferred tax liabilities:
Depreciation and amortization(177)(375)
Operating lease right-of-use assets(6,550)(6,186)
Acquired intangible assets(26,918)— 
Total deferred tax liabilities(33,645)(6,561)
Net deferred tax assets (liabilities)$(17,697)$7 
The Company determines its valuation allowance on deferred tax assets by considering both positive and negative evidence in order to ascertain whether it is more likely than not that deferred tax assets will be realized. Realization of deferred tax assets is dependent upon the generation of future taxable income, if any, the timing and amount of which are uncertain. Due to the Company’s historical operating losses in the United States (“US”), the Company believes that it is more likely than not that the US deferred taxes will not be realized; accordingly, the Company has recorded a full valuation allowance on its net US deferred tax assets as of January 31, 2022 and 2021. The valuation allowance increased by $89.6 million, $16.7 million, and $36.2 million during the years ended January 31, 2022, 2021, and 2020, respectively. The increases were primarily driven by losses and tax credits generated in the United States.
As of January 31, 2022, the Company had federal and California state net operating loss (“NOL”) carryforwards of $737.8 million and $312.6 million, respectively, of which $549.0 million of the federal NOL carryforwards can be carried forward indefinitely. The federal and California state net operating loss carryforwards begin to expire in 2028 and 2029, respectively. In addition, the Company had NOLs for other states of $270.9 million, which expire beginning in the year 2023.
As of January 31, 2022, the Company had federal and California state research credit carryforwards of $24.5 million and $23.2 million, respectively. The federal credit carryforwards will begin to expire in 2038. The California research credit carryforwards can be carried forward indefinitely. The Company had alternative refueling property tax credits that are permanently limited by Section 382.

Under Internal Revenue Code Section 382 (“Section 382”) , the Company’s ability to utilize NOL carryforwards or other tax attributes such as research tax credits, in any taxable year may be limited if the Company experiences, or has experienced, an “ownership change.” A Section 382 ownership change generally occurs if one or more stockholders or groups of stockholders, who own at least 5% of the Company’s stock, increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Similar rules may apply under state tax laws. In the prior year, the Company estimated the Section 382 impact on its tax attributes through January 31, 2021. As of January 31, 2022, the Company completed its Section 382 analysis and determined it had experienced ownership changes in some periods through January 31, 2021. As a result of the ownership changes, approximately $17.1 million of Federal NOLs, $17.9 million of California NOLs, and $4.7 million of federal tax credits are expected to expire unutilized for income tax purposes. As such, these amounts are excluded from the above-mentioned carryforward balance as of January 31, 2022. The Company expects to complete the Section 382 analysis of ownership changes that occurred during the year ending January 31, 2022 during the year ending January 31, 2023 and has not reduced NOLs for such changes as of January 31, 2022. Subsequent ownership changes may affect the limitation in future years.
The following table summarizes the activity related to unrecognized tax benefits as follows:
Year Ended January 31,
202220212020
(in thousands)
Unrecognized tax benefits - beginning$9,402 $10,153 $6,884 
Gross changes - prior period tax position2,039 (3,620)— 
Gross changes - current period tax position7,797 2,869 3,269 
Unrecognized tax benefits — ending$19,238 $9,402 $10,153 
As of January 31, 2022, the Company had unrecognized tax benefits of $19.2 million, which would not impact the effective tax rate, if recognized, due to the valuation allowance. The Company does not expect its unrecognized tax benefits will significantly change over the next twelve months. The Company recognizes interest and penalties related to the underpayment of income taxes as a component of income tax expense or benefit. To date, there have been no interest or penalties charged in relation to unrecongized tax benefits.
The Company is subject to income taxes in United States federal and various state, local, and foreign jurisdictions. The fiscal years from 2008 to 2022 remain open to examination due to the carryover of unused net operating losses or tax credits.
The Company intends to indefinitely reinvest the undistributed earnings of its foreign subsidiaries in those operations. Therefore, the Company has not accrued any provision for taxes associated with the repatriation of undistributed earnings from its foreign subsidiaries as of January 31, 2022. The amount of unrecognized deferred tax liability on these undistributed earnings was not material as of January 31, 2022.
XML 45 R23.htm IDEA: XBRL DOCUMENT v3.22.1
Related Party Transactions
 12 Months Ended
Jan. 31, 2022
Related Party Transactions [Abstract]  
Related Party Transactions Related Party Transactions
Daimler AG and its affiliated entities (“Daimler”) is an investor in the Company and one of its employees is a member of the Company’s board of directors. The following revenue transactions took place between the Company and Daimler during the respective fiscal years:
Year Ended January 31,
202220212020
(in thousands)
Daimler$4,443 $3,457 $3,112 
Revenue from related parties
$4,443 $3,457 $3,112 
Related party accounts receivable as of January 31, 2022 and 2021 from Daimler were $2.2 million and $1.2 million, respectively.
XML 46 R24.htm IDEA: XBRL DOCUMENT v3.22.1
Geographic Information
 12 Months Ended
Jan. 31, 2022
Segment Reporting [Abstract]  
Geographic Information Geographic Information
Revenue by geographic area based on the shipping address of the customers was as follows:
Year Ended January 31,
202220212020
(in thousands)
United States$205,186 $131,571 $130,184 
Rest of World35,820 14,919 14,331 
Total revenue$241,006 $146,490 $144,515 
Long-lived assets by geographic area were as follows:
January 31,
20222021
(in thousands)
United States$72,026 $46,759 
Netherlands87,731 504 
Rest of World7,580 4,542 
Total long-lived assets$167,337 $51,805 
XML 47 R25.htm IDEA: XBRL DOCUMENT v3.22.1
Basic and Diluted Net Loss per Share
 12 Months Ended
Jan. 31, 2022
Earnings Per Share [Abstract]  
Basic and Diluted Net Loss per Share Basic and Diluted Net Loss per Share
The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the years ended January 31, 2022, 2021, and 2020:
Year Ended January 31,
202220212020
(in thousands, except share and per share data)
Numerator:
Net income (loss)$(132,241)$(197,024)$(134,327)
Adjust: Accretion of beneficial conversion feature of redeemable convertible preferred stock— (60,377)— 
Adjust: Cumulative dividends on redeemable convertible preferred stock(4,292)(16,799)— 
Adjust: Deemed dividends attributable to vested option holders(51,855)— — 
Adjust: Deemed dividends attributable to common stock warrant holders(110,635)— — 
Net loss attributable to common stockholders - Basic$(299,023)$(274,200)$(134,327)
Less: Gain attributable to earnout shares issued(84,420)— — 
Less: Change in fair value of dilutive warrants(68,223)— — 
Net loss attributable to common stockholders - Diluted$(451,666)$(274,200)$(134,327)
Denominator:
Weighted average common shares outstanding297,642,999$15,116,763 $8,893,787 
Less: Weighted-average unvested restricted shares and shares subject to repurchase(221,030)— — 
Weighted average shares outstanding - Basic297,421,96915,116,7638,893,787
Add: Earnout Shares under the treasury stock method3,701,427— — 
Add: Public and Private Placement Warrants under the treasury stock method1,366,870— — 
Weighted average shares outstanding - Diluted302,490,26615,116,7638,893,787
Net loss per share - Basic$(1.01)$(18.14)$(15.10)
Net loss per share - Diluted$(1.49)$(18.14)$(15.10)
As a result of the Merger, the Company has retroactively adjusted the weighted-average number of shares of Common Stock outstanding prior to the Closing Date by multiplying them by the Exchange Ratio of 0.9966 used to determine the number of shares of Common Stock into which they converted. The Common Stock issued as a result of the redeemable convertible preferred stock conversion on the Closing Date was included in the basic net loss per share calculation on a prospective basis.
Redeemable convertible preferred stock and preferred stock warrants outstanding prior to the Merger Closing Date were excluded from the diluted net loss per share calculation for the year ended January 31, 2022, because including them would have had an antidilutive effect.
The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have had an antidilutive effect were as follows:
Year Ended January 31,
202220212020
Redeemable convertible preferred stock (on an as-converted basis)
— 193,037,715 170,686,661 
Options to purchase common stock
22,200,869 30,167,178 34,883,465 
Unvested restricted common stock
— — 166,100 
Restricted stock units4,033,418 — — 
Unvested early exercised common stock options
132,180 371,193 58,830 
Redeemable convertible preferred stock warrants (on an as-converted basis)
— 2,358,546 2,358,546 
Common stock warrants
35,549,024 36,402,515 14,051,462 
Employee stock purchase plan894,348 — — 
Total potentially dilutive common share equivalents
62,809,839 262,337,147 222,205,064 
XML 48 R26.htm IDEA: XBRL DOCUMENT v3.22.1
Employee Benefit Plans
 12 Months Ended
Jan. 31, 2022
Retirement Benefits [Abstract]  
Employee Benefit Plans Employee Benefit PlansThe Company has a defined-contribution plan intended to qualify under Section 401 of the Internal Revenue Code (the “401(k) Plan”). The Company contracted with a third-party provider to act as a custodian and trustee, and to process and maintain the records of participant data. Substantially all of the expenses incurred for administering the 401(k) Plan are paid by ChargePoint. The Company has not made any matching contributions to date.
XML 49 R27.htm IDEA: XBRL DOCUMENT v3.22.1
Subsequent Events
 12 Months Ended
Jan. 31, 2022
Subsequent Events [Abstract]  
Subsequent Events Subsequent EventsOn February 2, 2022, in connection with its acquisition of has•to•be on October 6, 2021, the Company paid the closing working capital adjustment amount of $2.8 million.
XML 50 R28.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Jan. 31, 2022
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.
The Company’s consolidated financial statements have been prepared on the basis of continuity of operations, the realization of assets, and the satisfaction of liabilities in the ordinary course of business. Since inception, the Company has been engaged in developing its product offerings, raising capital, and recruiting personnel and it has incurred net operating losses and negative cash flows from operations in every year since inception and expects this to continue for the foreseeable future.
Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results and outcomes could differ significantly from the Company’s estimates, judgments, and assumptions. Significant estimates include determining standalone selling price for performance obligations in contracts with customers, the estimated expected benefit period for deferred contract acquisition costs, allowances for expected credit losses, inventory reserves, the useful lives of long-lived assets, the determination of the incremental borrowing rate used for operating lease liabilities, the valuation of redeemable convertible preferred stock warrants and common stock warrants, including common stock warrants as a result of the Merger, contingent earnout liability, valuation of acquired goodwill and intangible assets, the value of common stock and other assumptions used to measure stock-based compensation, and the valuation of deferred income tax assets and uncertain tax positions. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions.
Concentration of Credit Risk and Other Risks and Uncertainties
Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. Cash and cash equivalents are held in domestic and foreign cash accounts with large, creditworthy financial institutions. The Company has not experienced any losses on its deposits of cash and cash equivalents through deposits with federally insured commercial banks and at times cash balances may be in excess of federal insurance limits. Short-term investments consist of U.S. treasury bills that carry high-credit ratings and accordingly, minimal credit risk exists with respect to these balances.
Accounts receivable are stated at the amount the Company expects to collect. The Company generally does not require collateral or other security in support of accounts receivable. To reduce credit risk, management performs ongoing credit evaluations of its customers’ financial condition.
Segment Reporting Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company operates as one operating segment because its CODM, who is its Chief Executive Officer, reviews its financial information on a consolidated basis for purposes of making decisions regarding allocating resources and assessing performance. The Company has no segment managers who are held accountable by the CODM for operations, operating results, and planning for levels of components below the consolidated unit level.
Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less, when purchased, to be cash equivalents. Cash equivalents may be invested in money market funds. Cash and cash equivalents are carried at cost, which approximates their fair value.
Accounts Receivable, net Accounts receivable are recorded at the invoiced amount and are non-interest bearing. The Company performs ongoing credit evaluations of its customers and maintains an allowance for expected credit losses related to its existing accounts receivable and net realizable value to ensure trade receivables are not overstated due to uncollectibility. Allowances are provided for individual accounts receivable when the Company becomes aware of a customer’s inability to meet its financial obligations, such as in the case of bankruptcy, deterioration in the customer’s operating results, or change in financial position. If circumstances related to customers change, estimates of the recoverability of receivables are further adjusted. The Company also considers broader factors in evaluating the sufficiency of its allowances, including the length of time receivables are past due, macroeconomic conditions, significant one-time events, and historical experience. When the Company determines that there are accounts receivable that are uncollectible, they are written off against the allowance.
Inventories Inventories are stated at the lower of cost or net realizable value. Cost is computed using standard cost, which approximates actual cost, on a first-in, first-out basis. Inventory levels are analyzed periodically and written down to their net realizable value if they have become obsolete, have a cost basis in excess of expected net realizable value or are in excess of expected demand. The Company analyzes current and future product demand relative to the remaining product life to identify potential excess inventories. The write-down is measured as the difference between the cost of the inventories and net realizable value and charged to inventory reserves, which is a component of cost of revenue. At the point of the loss recognition, a new, lower cost basis for those inventories is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.
Property and Equipment, net
Leasehold improvements are amortized over the shorter of estimated useful lives of the assets or the lease term. Expenditures for repairs and maintenance are charged to expense as incurred. Upon disposition, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is reflected in the consolidated statements of operations.
ChargePoint-as-a-Service (“CPaaS”) combines the customer’s use of the Company’s owned and operated systems with Cloud subscription software (“Cloud”) and the Company’s Assure program (“Assure”) into a single subscription. When CPaaS contracts contain a lease, the underlying asset is carried at its carrying value within property and equipment, net on the consolidated balance sheets.
Internal-Use Software Development Costs The Company capitalizes qualifying internal-use software development costs incurred during the application development stage for internal tools and cloud-based applications used to deliver its services, provided that management with the relevant authority authorizes and commits to the funding of the project, it is probable the project will be completed, and the software will be used to perform the function intended. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Capitalized internal-use software development costs are included in property and equipment and are amortized on a straight-line basis over their estimated useful lives once it is ready for its intended use. Amortization of capitalized internal-use software development costs is included within cost of revenue for networked charging systems and subscriptions, research and development expense, sales and marketing expense, and general and administrative expense based on the use of the software. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized.
Leases, Lessee
Lessee
The Company determines if a contract is a lease or contains a lease at the inception of the contract and reassesses that conclusion if the contract is modified. All leases are assessed for classification as an operating lease or a finance lease. Operating lease right-of-use (“ROU”) assets are presented separately on the Company’s consolidated balance sheets. Operating lease liabilities are separated into a current portion, included within accrued and other current liabilities on the Company’s consolidated balance sheets, and a noncurrent portion included within operating lease liabilities on the Company’s consolidated balance sheets. The Company does not have material finance leases. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. The Company does not obtain and control its right to use the asset until the lease commencement date.
The Company’s lease liabilities are recognized at the applicable lease commencement date based on the present value of the lease payments required to be paid over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate to discount the lease payments to present value. The estimated incremental borrowing rate is derived from information available at the lease commencement date. The Company’s ROU assets are also recognized at the applicable lease
commencement date. The ROU asset equals the carrying amount of the related lease liability, adjusted for any lease payments made prior to lease commencement and lease incentives provided by the lessor. Variable lease payments are expensed as incurred and do not factor into the measurement of the applicable ROU asset or lease liability.
The term of the Company’s leases equals the non-cancellable period of the lease, including any rent-free periods provided by the lessor, and also includes options to renew or extend the lease (including by not terminating the lease) that the Company is reasonably certain to exercise. The Company establishes the term of each lease at lease commencement and reassesses that term in subsequent periods when one of the triggering events outlined in ASC 842 occurs. Operating lease cost for lease payments is recognized on a straight-line basis over the lease term.
The Company’s lease contracts often include lease and non-lease components. The Company has elected the practical expedient offered by the standard to not separate the lease from non-lease components and accounts for them as a single lease component.
The Company elected the package of practical expedients permitted under the transition guidance, which allows the Company to carry forward its historical lease classification, its assessment on whether a contract is or contains a lease, and its initial direct costs for any leases that existed prior to adoption of the new standard. The Company has elected, for all classes of underlying assets, not to recognize ROU assets and lease liabilities for leases with a term of twelve months or less. Lease cost for short-term leases is recognized on a straight-line basis over the lease term.
Leases, Lessor The Company leases networked charging systems to customers within certain CPaaS contracts. The leasing arrangements the Company enters into with lessees are operating leases, and as a result, the underlying asset is carried at its carrying value as owned and operated systems within property and equipment, net on the consolidated balance sheets. Adoption of ASC 842 did not have a material impact on the Company’s accounting as a lessor.
Impairment of Long-Lived Assets The Company evaluates long-lived assets or asset groups for impairment whenever events indicate that the carrying amount of an asset or asset group may not be recoverable based on expected future cash flows attributable to that asset or asset group. Recoverability of assets held and used is measured by comparison of the carrying amounts of an asset or an asset group to the estimated future undiscounted cash flows which the asset or asset group is expected to generate. If the carrying amount of an asset or asset group exceeds estimated undiscounted future cash flows, then an impairment charge would be recognized based on the excess of the carrying amount of the asset or asset group over its fair value. Assets to be disposed of are reported at the lower of their carrying amount or fair value less costs to sell.
Business Combinations The total purchase consideration for an acquisition is measured as the fair value of the assets transferred, equity instruments issued, and liabilities assumed at the acquisition date. Costs that are directly attributable to the acquisition are expensed as incurred and included in general and administrative expense in the Company’s consolidated statements of operations. Identifiable assets (including intangible assets), liabilities assumed (including contingent liabilities), and noncontrolling interests in an acquisition are measured initially at their fair values at the acquisition date. The Company recognizes goodwill if the fair value of the total purchase consideration and any noncontrolling interests is in excess of the net fair value of the identifiable assets acquired and the liabilities assumed. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, cost of capital, future cash flows, and discount rates. The Company’s estimates of fair value are based on assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. The Company includes the results of operations of the acquired business in the consolidated financial statements beginning on the acquisition date.
Goodwill Goodwill represents the excess of the purchase price of an acquired business over the fair value of the net tangible and identifiable intangible assets acquired. The carrying amount of goodwill is reviewed for impairment at least annually, in the fourth quarter, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. As of January 31, 2022 and 2021, the Company had a single operating segment and reporting unit structure. As part of the annual goodwill impairment test performed in the fourth quarter, the Company first performs a qualitative assessment to determine whether further impairment testing is necessary. If, as a result of the qualitative assessment, it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the quantitative impairment test will be required. If the Company has determined it necessary to perform a quantitative impairment assessment, the Company will compare the fair value of the reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, limited to the total amount of goodwill of the reporting unit.
Intangible Assets Intangible assets consist primarily of customer relationships and developed technology. Acquired intangible assets are initially recorded at the acquisition-date fair value and amortized on a straight line basis over their estimated useful lives ranging from 6 to 10 years.
Fair Value of Financial Instruments
Fair value is defined as an exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Assets and liabilities measured at fair value are classified into the following categories based on the inputs used to measure fair value:
•(Level 1) — Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;
•(Level 2) — Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly; and
•(Level 3) — Inputs that are unobservable for the asset or liability.
The Company classifies financial instruments in Level 3 of the fair value hierarchy when there is reliance on at least one significant unobservable input to the valuation model. In addition to these unobservable inputs, the valuation models for Level 3 financial instruments typically also rely on a number of inputs that are readily observable, either directly or indirectly. The Company’s assessment of a particular input to the fair value measurement requires management to make judgments and consider factors specific to the asset or liability. The fair value hierarchy requires the use of observable market data when available in determining fair value. The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each period. There were no transfers between levels during the periods presented. The Company had no material non-financial assets valued on a non-recurring basis that resulted in an impairment in any period presented.
The carrying values of the Company’s cash equivalents, accounts receivable, net, accounts payable, and accrued and other current liabilities approximate fair value based on the highly liquid, short-term nature of these instruments.
Redeemable Convertible Preferred Stock Warrants During the fiscal year ended January 31, 2021 and 2020, warrants to purchase shares of the Company’s Series B, D, and E redeemable convertible preferred stock were classified as liabilities as the underlying redeemable convertible preferred stock was considered redeemable and may require the Company to transfer assets upon exercise. Redeemable convertible preferred stock warrants are recorded within noncurrent liabilities on the consolidated balance sheets. The warrants were recorded at fair value upon issuance and are subject to remeasurement to fair value at each balance sheet date. Changes in fair value of the redeemable convertible preferred stock warrant liability are recorded in the consolidated statements of operations. During the fiscal year ended January 31, 2022, all redeemable convertible preferred stock were converted to common stock after the Merger.
Common Stock Warrant Liabilities The Public Warrants, prior to their redemption, were publicly traded and were exercisable for cash unless certain conditions occurred, such as the redemption by the Company under certain conditions, at which time the warrants could be cashlessly exercised, or the Company’s failure to have an effective registration statement related to the shares issuable upon exercise. The Private Placement Warrants are not redeemable for cash so long as they are held by the initial purchasers or their permitted transferees but may be redeemable for Common Stock if certain other conditions are met. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.The Company evaluated the Common Stock Warrants and concluded that they do not meet the criteria to be classified within stockholders’ equity. The agreement governing the Common Stock Warrants includes a provision (“Replacement of Securities Upon Reorganization”), the application of which could result in a different settlement value for the Common Stock Warrants depending on their holder. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Company’s ordinary shares, the Private Placement Warrants are not considered to be “indexed to the Company’s own stock.” In addition, the provision provides that in the event of a tender or exchange offer accepted by holders of more than 50% of the outstanding shares of the Company’s ordinary shares, all holders of the Common Stock Warrants (both the Public Warrants and the Private Placement Warrants) would be entitled to receive cash for all of their Common Stock Warrants. Specifically, in the event of a qualifying cash tender offer (which could be outside of the Company’s control), all Common Stock Warrant holders would be entitled to cash, while only certain of the holders of the Company’s ordinary shares may be entitled to cash. These provisions preclude the Company from classifying the Common Stock Warrants in stockholders’ equity. As the Common Stock Warrants meet the definition of a derivative, the Company recorded these warrants as liabilities on the consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of operations and comprehensive loss at each reporting date.
Contingent Earnout Liability
In connection with the Reverse Recapitalization and pursuant to the Merger Agreement, eligible ChargePoint equity holders were entitled to receive as additional merger consideration shares of the Company’s Common Stock upon the Company achieving certain Earnout Triggering Events (as described in the Merger Agreement and Note 11, Stock Warrants and Earnout). In accordance with ASC 815-40, the earnout shares were not indexed to the Common Stock and therefore were accounted for as a liability at the Reverse Recapitalization date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of other income (expense), net in the consolidated statements of operations.
The estimated fair value of the contingent consideration was determined using a Monte Carlo simulation using a distribution of potential outcomes on a monthly basis over the Earnout Period (as defined in Note 11, Stock Warrants and Earnout) prioritizing the most reliable information available. The assumptions utilized in the calculation were based on the achievement of certain stock price milestones, including the current Company Common Stock price, expected volatility, risk-free rate, expected term and dividend rate.
Until its settlement, the contingent earnout liability was categorized as a Level 3 fair value measurement (see Fair Value of Financial Instruments accounting policy as described above) because the Company estimated projections during the Earnout Period utilizing unobservable inputs. Contingent earnout payments involve certain assumptions requiring significant judgment and actual results can differ from assumed and estimated amounts.
Revenue Recognition, Remaining Performance Obligations and Deferred Revenue
ChargePoint accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The Company recognizes revenue using the following five-step model as prescribed by ASC 606:
•Identification of the contract, or contracts, with a customer;
•Identification of the performance obligations in the contract;
•Determination of the transaction price;
•Allocation of the transaction price to the performance obligations in the contract; and
•Recognition of revenue when, or as, the Company satisfies a performance obligation.
Significant judgment and estimates are necessary for the allocation of the proceeds received from an arrangement to the multiple performance obligations and the appropriate timing of revenue recognition. The Company enters into contracts with customers that regularly include promises to transfer multiple products and services, such as charging systems, software subscriptions, extended maintenance, and professional services. For arrangements with multiple products or services, the Company evaluates whether the individual products or services qualify as distinct performance obligations. In its assessment of whether products or services are a distinct performance obligation, the Company determines whether the customer can benefit from the product or service on its own or with other readily available resources and whether the service is separately identifiable from other products or services in the contract. This evaluation requires the Company to assess the nature of each of its networked charging systems, subscriptions, and other offerings and how each is provided in the context of the contract, including whether they are significantly integrated which may require judgment based on the facts and circumstances of the contract.
The transaction price for each contract is determined based on the amount the Company expects to be entitled to receive in exchange for transferring the promised products or services to the customer. Collectability of revenue is reasonably assured based on historical evidence of collectability of fees the Company charges its customers. The transaction price in the contract is allocated to each distinct performance obligation in an amount that represents the relative amount of consideration expected to be received in exchange for
satisfying each performance obligation. Revenue is recognized when performance obligations are satisfied. Revenue is recorded based on the transaction price excluding amounts collected on behalf of third parties such as sales taxes, which are collected on behalf of and remitted to governmental authorities, or driver fees, collected on behalf of customers who offer public charging for a fee.
When agreements involve multiple distinct performance obligations, the Company accounts for individual performance obligations separately if they are distinct. The Company applies significant judgment in identifying and accounting for each performance obligation, as a result of evaluating terms and conditions in contracts. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. The Company determines SSP based on observable standalone selling price when it is available, as well as other factors, including the price charged to its customers, its discounting practices, and its overall pricing objectives, while maximizing observable inputs. In situations where pricing is highly variable, or a product is never sold on a stand-alone basis, the Company estimates the SSP using the residual approach.
The Company usually bills its customers at the onset of the arrangement for both the products and a predetermined period of time for services. Contracts for services typically range from annual to multi-year agreements with typical payment terms of 30 to 90 days.
Networked charging systems revenue
Networked charging systems revenue includes revenue related to the deliveries of EV charging system infrastructure. The Company recognizes revenue from sales of networked charging systems upon shipment to the customer, which is when the performance obligation has been satisfied.
Subscriptions revenue
Subscriptions revenue consists of services related to Cloud, as well as extended maintenance service plans under Assure. Subscriptions revenue is recognized over time on a straight-line basis as the Company has a stand-ready obligation to deliver such services to the customer.

Subscriptions revenue also consists of CPaaS revenue, which combines the customer’s use of the Company’s owned and operated systems with Cloud and Assure programs into a single subscription. CPaaS subscriptions contain a lease for the customer’s use of the Company’s owned and operated systems unless the location allows the Company to receive incremental economic benefit from regulatory credits earned on that owned and operated system. The leasing arrangements the Company enters into with lessees are operating leases. The Company recognizes operating lease revenue on a straight-line basis over the lease term and expenses deferred initial direct costs on the same basis. Lessor revenue relates to operating leases and historically has not been material.
Other revenue
Other revenue consists of fees received for transferring regulatory credits earned for participating in low carbon fuel programs in jurisdictions with such programs, charging related fees received from drivers using charging sites owned and operated by the Company, net transaction fees earned for processing payments collected on driver charging sessions at charging sites owned by ChargePoint customers, and other professional services. Revenue from regulatory credits is recognized at the point in time the regulatory credits are transferred. Revenue from fees for owned and operated sites is recognized over time on a straight-line basis over the performance period of the service contract as the Company has a stand-ready obligation to deliver such services. Revenue from driver charging sessions and charging transaction fees is recognized at the point in time the charging session or transaction is completed. Revenue from professional services is recognized as the services are rendered.
Remaining performance obligations represents the amount of contracted future revenue not yet recognized as the amounts relate to undelivered performance obligations, including both deferred revenue and non-cancelable contracted amounts that will be invoiced and recognized as revenue in future periods.Deferred revenue represents billings or payments received in advance of revenue recognition and is recognized in revenue upon transfer of control. Balances consist primarily of software subscription services and extended Assure maintenance services not yet provided as of the balance sheet date. Contract assets, which represent services provided or products transferred to customers in advance of the date the Company has a right to invoice, are netted against deferred revenue on a customer-by-customer basis. Deferred revenue that will be recognized during the succeeding twelve-month period is recorded as deferred revenue with the remainder recorded as deferred revenue, noncurrent on the consolidated balance sheets.
Cost of Revenue
Cost of networked charging systems revenue includes the material costs for parts and manufacturing costs for the hardware products, compensation, including salaries and related personnel expenses, including stock-based compensation, warranty provisions, depreciation of manufacturing related equipment and facilities, amortization of capitalized internal-use software development costs, and allocated overhead costs. Costs for shipping and handling are recorded in cost of revenue as incurred.
Cost of subscriptions revenue includes network and wireless connectivity costs for subscription services, field maintenance costs for Assure to support the Company’s network of systems, depreciation of owned and operated systems used in CPaaS arrangements, amortization of capitalized internal-use software development costs, allocated overhead costs, and support costs to manage the systems and helpdesk services for drivers and site hosts.
Cost of other revenue includes costs for the Company’s owned and operated charging sites, as well as costs of environmental and professional services.
Costs to Obtain a Customer Contract
Sales commissions are considered incremental and recoverable costs of acquiring customer contracts. Beginning at the Company’s adoption of ASC 606 on February 1, 2019, incremental and recoverable costs for the sale of cloud enabled software and extended maintenance service plans are capitalized as deferred contract acquisition costs within prepaid expenses and other current assets and other assets on the consolidated balance sheets and amortized on a straight-line basis over the anticipated benefit period of five years. The benefit period was estimated by taking into consideration the length of customer contracts, renewals, technology lifecycle, and other factors. This amortization is recorded within sales and marketing expense in the Company’s consolidated statements of operations. The sales commissions paid related to the sale of networked charging systems are expensed as incurred.
The Company elected the practical expedient that permits the Company to apply ASC Subtopic 340-40, “Other Assets and Deferred Costs-Contracts with Customers,” (“ASC 340”) to a portfolio containing multiple contracts, as they are similar in their characteristics, and the financial statement effects of applying ASC Subtopic 340-40 to that portfolio would not differ materially from applying it to the individual contracts within that portfolio.
Research and Development Research and development expenses consist primarily of salary and related expenses, including stock-based compensation, for personnel related to the development of improvements and expanded features for the Company’s products and services, as well as quality assurance, testing, product management, amortization of capitalized internal-use software, and allocated overhead. Research and development costs are expensed as incurred.
Stock-based Compensation
The Company measures and recognizes stock-based compensation expense for all stock-based awards granted to employees and directors based on the estimated fair value of the awards on the date of grant, which for options is using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of highly subjective assumptions, including the fair value of the underlying common stock, the expected term of the option, the expected volatility of the price of the Company’s common stock, risk-free interest rates, and the expected dividend yield of the Company’s common stock. The assumptions used to determine the fair value of the awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. The fair values of restricted stock units were determined based on the fair value of the Company’s common stock on grant date.
The determination of the grant date fair value of stock option awards issued is affected by a number of variables, including the fair value of ChargePoint’s underlying Common Stock, expected Common Stock price volatility over the term of the option award, the expected term of the award, risk-free interest rates, and the expected dividend yield of ChargePoint Common Stock.
•Fair value of the underlying common stock: For the fiscal year ended January 31, 2021 and 2020, the absence of a public market for Legacy ChargePoint’s common stock required its board of directors to estimate the fair value of its common stock for purposes of granting options and for determining stock-based compensation expense by considering several objective and subjective factors, including contemporaneous third-party valuations, actual and forecasted operating and financial results, market conditions and performance of comparable publicly traded companies, developments and milestones in Legacy ChargePoint, the rights and preferences of common and redeemable convertible preferred stock, and transactions involving the Legacy ChargePoint’s stock. The fair value of the Legacy ChargePoint’s common stock was determined in accordance with applicable elements of the American Institute of Certified Public Accountants guide, Valuation of Privately Held Company Equity Securities Issued as Compensation.
•Expected volatility (Stock Options): As Legacy ChargePoint was not publicly traded, the expected volatility for Legacy ChargePoint’s stock options were determined by using an average of historical volatilities of selected industry peers deemed to be comparable to the Legacy ChargePoint’s business corresponding to the expected term of the awards. The Company did not grant any options during the year ended January 31, 2022.
•Expected volatility (Employee Stock Purchase Plan): The expected volatility for employee stock purchase plans was determined by using a blended volatility approach of peer volatility and implied volatility. Peer volatility was calculated as the average of historical volatilities of selected industry peers deemed to be comparable to ChargePoint’s business corresponding to the expected term of the awards.
•Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the awards.
•Expected dividend yield: The expected dividend rate is zero as ChargePoint currently has no history or expectation of declaring dividends on its Common Stock.
•Expected term: The expected term represented the period these stock awards were expected to remain outstanding and is based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules, and expectations of future employee behavior.
The Company amortizes the fair value of each stock award on a straight-line basis over the requisite service period of the awards. Stock-based compensation expense is based on the value of the portion of stock-based awards that is ultimately expected to vest. As such, the Company’s stock- based compensation is reduced for the estimated forfeitures at the date of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
Advertising The Company expenses the costs of advertising, including promotional expenses, as incurred.
Warranty The Company provides standard warranty coverage on its products, providing parts necessary to repair the systems during the warranty period. The Company accounts for the estimated warranty cost as a charge to networked charging systems cost of revenue when revenue is recognized. The estimated warranty cost is based on historical and predicted product failure rates and repair expenses.
Warranty In addition, the Company offers paid-for subscriptions to extended maintenance service plans under Assure. Assure provides both the labor and parts to maintain the products over the subscription terms of typically one to five years. The costs related to the Assure program are expensed as incurred and charged to subscriptions cost of revenue.
Foreign Currency The functional currency of the Company’s foreign subsidiaries is generally the local currency. The translation of foreign currencies into U.S. dollars is performed for monetary assets and liabilities at the end of each reporting period based on the then current exchange rates. Non-monetary items are translated using historical exchange rates. For revenue and expense accounts, an average foreign currency rate during the period is applied. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as part of a separate component of stockholders’ equity (deficit) and reported in the consolidated statements of comprehensive loss. Foreign currency transaction gains and losses are included in other income (expense), net for the period.
Income Taxes
The Company uses the asset and liability method in accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax asset and liability. Valuation allowances are established when necessary to reduce deferred tax assets where it is more likely than not that the deferred tax assets will not be realized. In evaluating the Company’s ability to recover deferred tax assets, the Company considers all available positive and negative evidence, including historical operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. Based on the level of historical losses, the Company has established a valuation allowance to reduce its net deferred tax assets to the amount that is more likely than not to be realized.
A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination by the taxing authorities, including resolutions of any related appeals or litigation processes, based on the technical merits of the position.
Net Loss per Share Attributable to Common Stockholders
Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The Company considers all series of its redeemable convertible preferred stock to be participating securities. The Company also considers any shares issued on the early exercise of stock options subject to repurchase to be participating securities because holders of such shares have nonforfeitable dividend rights in the event a dividend is paid on common stock. Under the two-class method, net income is attributed to common stockholders and participating securities based on their participation rights. The holders of the redeemable convertible preferred stock, as well as the holders of early exercised shares subject to repurchase, do not have a contractual obligation to share in the losses of the Company. As such, the Company’s net losses for the years ended January 31, 2022, 2021, and 2020 were not allocated to these participating securities.

Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, less shares subject to repurchase. Diluted net loss per share attributable to common stockholders adjusts basic net loss per share for the effect of dilutive securities, including stock options.
Net loss amount is computed by adding deemed dividends and cumulative dividends on redeemable convertible preferred stock, to net loss. As such, the amount of the loss is increased by those instruments. When computing dilutive net loss, the numerator is also adjusted by changes in fair value attributable to dilutive warrants and gains attributable to Earnout Shares issued. As a result, some of the liability classified Company’s common stock warrants and Earnout Shares issued were dilutive, even though the Company reported losses for all periods presented.
Accounting Pronouncements
Recently Adopted Accounting Standards
In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), and has since released various amendments including ASU No. 2019-04. The guidance modifies the measurement of expected credit losses on certain financial instruments. This guidance was effective for the Company, prior to losing its status as an emerging growth company, after December 15, 2022. Early adoption was permitted. Effective January 31, 2022, the Company is no longer an emerging growth company and adopted the amendments effective February 1, 2021. The adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated financial statements.
In October 2021, the FASB issued ASU No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”), which requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers. The guidance will be effective for annual reporting periods beginning after December 15, 2022, including interim periods therein. Early adoption is permitted, including in an interim period for which the financial statements have not been issued. If early adopting in an interim period, the Company is required to apply the amendments to all prior business combinations that have occurred since the beginning of the fiscal year that includes the interim period of application. As a result, the Company adopted ASU 2021-08 effective as of October 31, 2021, retroactively applying the new guidance for all business combinations that occurred since February 1, 2021. The adoption of ASU 2021-08 did not have a material impact on the Company’s consolidated financial statements.
In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”, which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as the elimination of exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, the recognition of deferred tax liabilities for outside basis differences, ownership changes in investments, and tax basis step-up in goodwill obtained in a transaction that is not a business combination. This guidance was effective for the Company, prior to losing its status as an emerging growth company, after December 15, 2021. Early adoption is permitted. Effective January 31, 2022, the Company is no longer an emerging growth company and adopted the amendments effective February 1, 2021. The adoption of ASU 2019-12 did not have a material impact on the Company’s consolidated financial statements.
Recently Issued Accounting Standards Not Yet Adopted
In August 2020, the FASB issued ASU 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40),” which modifies and simplifies accounting for convertible instruments. The new guidance eliminates certain separation models that require separating embedded conversion features from convertible instruments. The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation. The guidance will be effective for fiscal years beginning after December 15, 2021. Early adoption is permitted, but no earlier than for fiscal years beginning after December 15, 2020. The Company is currently assessing the impact of this guidance on its consolidated financial statements and disclosures.
In November 2021, the FASB issued ASU No. 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance,” which requires entities to disclose annually its transactions with a government accounted for by applying a grant or contribution accounting model by analogy. The disclosure requirement includes information about the nature of the transactions and the related accounting policy used to account for the transactions, the line items on the balance sheet and income statement that are affected by the transactions, and the amounts applicable to each financial statement line, and significant terms and conditions of the transactions, including commitments and contingencies. The guidance will be effective for annual reporting periods beginning after December 15, 2021. Early application is permitted. The Company does not expect the adoption of the guidance to have a material impact on its consolidated financial statements and disclosures.
XML 51 R29.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Jan. 31, 2022
Accounting Policies [Abstract]  
Schedule of Cash and Cash Equivalents
The reconciliation of cash, cash equivalents, and restricted cash to amounts presented in the consolidated statements of cash flows were as follows:
January 31,
202220212020
(in thousands)
Cash and cash equivalents$315,235 $145,491 $72,753 
Restricted cash400 400 400 
Total cash, cash equivalents, and restricted cash$315,635 $145,891 $73,153 
Restrictions on Cash and Cash Equivalents
The reconciliation of cash, cash equivalents, and restricted cash to amounts presented in the consolidated statements of cash flows were as follows:
January 31,
202220212020
(in thousands)
Cash and cash equivalents$315,235 $145,491 $72,753 
Restricted cash400 400 400 
Total cash, cash equivalents, and restricted cash$315,635 $145,891 $73,153 
Accounts Receivable, Allowance for Credit Loss The change in the allowance for expected credit losses for the years ended January 31, 2022, 2021, and 2020 was as follows:
Beginning
Balance		Additions
Charged To
Expense		Write-offsEnding
Balance
(in thousands)
Year ended January 31, 2022
Allowance for expected credit losses$2,000 $3,835 $(251)$5,584 
Year ended January 31, 2021
Allowance for expected credit losses$2,000 $121 $(121)$2,000 
Year ended January 31, 2020
Allowance for expected credit losses$3,124 $339 $(1,463)$2,000 
Schedule of Property and Equipment, Net Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, as follows:
Useful Lives
Furniture and fixtures
3 to 5 years
Computers and software
3 to 5 years
Machinery and equipment
3 to 5 years
Tooling
3 to 5 years
Leasehold improvementsShorter of the estimated lease term or useful life
Owned and operated systems
5 to 7 years
Property and equipment, net consisted of the following:
January 31,
20222021
(in thousands)
Furniture and fixtures$903 $1,594 
Computers and software6,147 5,384 
Machinery and equipment16,193 10,605 
Tooling10,572 7,705 
Leasehold improvements10,549 9,398 
Owned and operated systems22,546 17,703 
Construction in progress2,720 2,462 
69,630 54,851 
Less: Accumulated depreciation(35,037)(24,863)
Total Property and Equipment, Net$34,593 $29,988 
Deferred Policy Acquisition Costs
Changes in the deferred contract acquisition costs during the years ended January 31, 2022 and 2021 were as follows:
(in thousands)
Balance as of January 31, 2020
$3,832 
Capitalization of deferred contract acquisition costs2,908 
Amortization of deferred contract acquisition costs(1,206)
Balance as of January 31, 2021
$5,534 
Capitalization of deferred contract acquisition costs3,381 
Amortization of deferred contract acquisition costs(1,786)
Balance as of January 31, 2022
$7,129 
Deferred acquisition costs capitalized on the consolidated balance sheets were as follows:
January 31
20222021
(in thousands)
Deferred contract acquisition costs, current$2,104 $1,550 
Deferred contract acquisition costs, noncurrent5,025 3,984 
Total deferred contract acquisition costs$7,129 $5,534 
XML 52 R30.htm IDEA: XBRL DOCUMENT v3.22.1
Fair Value Measurements (Tables)
 12 Months Ended
Jan. 31, 2022
Fair Value Disclosures [Abstract]  
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis
The Company’s assets and liabilities that were measured at fair value on a recurring basis were as follows:
Fair Value Measured as of January 31, 2022
Level 1Level 2Level 3Total
( in thousands)
Assets
Money market funds$254,716 $— $— $254,716 
Total financial assets$254,716 $— $— $254,716 
Liabilities
Common stock warrant liabilities (Private Placement)$— $— $25 $25 
Contingent earnout liability recognized upon acquisition of ViriCiti (ViriCiti Earnout)— — 5,993 5,993 
Total financial liabilities$— $— $6,018 $6,018 
Fair Value Measured as of January 31, 2021
Level 1Level 2Level 3Total
( in thousands)
Assets
Money market funds$109,703 $— $— $109,703 
Total financial assets$109,703 $— $— $109,703 
Liabilities
Redeemable convertible preferred stock warrant liability$— $— $75,843 $75,843 
Total financial liabilities$— $— $75,843 $75,843 
Summary of Changes in the Fair Value of the Company's Level 3 Financial Instruments
The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments:

Redeemable convertible preferred stock warrant liabilityPrivate placement warrant liabilityEarnout liabilityViriCiti Earnout liability
(in thousands)
Fair value as of January 31, 2019$(1,843)$— $— $— 
Change in fair value included in other income (expense), net(875)— — — 
Fair value as of January 31, 2020$(2,718)$— $— $— 
Change in fair value included in other income (expense), net(73,125)— — — 
Fair value as of January 31, 2021$(75,843)$— $— $— 
Private placement warrant liability acquired as part of the merger— (127,888)— — 
Contingent earnout liability recognized upon the closing of the reverse recapitalization
— — (828,180)— 
Contingent earnout liability recognized upon the acquisition of ViriCiti (“ViriCiti Earnout”)— — — (3,856)
Change in fair value9,237 63,746 84,420 (2,137)
Reclassification of warrants to stockholders’ equity (deficit) due to exercise— 64,117 — — 
Reclassification of Legacy ChargePoint preferred stock warrant liability upon the reverse capitalization66,606 — — — 
Issuance of earnout shares upon triggering events— — 501,120 — 
Reclassification of remaining contingent earnout liability upon triggering event
— — 242,640 — 
Fair value as of January 31, 2022$— $(25)$— $(5,993)
XML 53 R31.htm IDEA: XBRL DOCUMENT v3.22.1
Reverse Recapitalization & Business Combinations (Tables)
 12 Months Ended
Jan. 31, 2022
Reverse Recapitalization [Abstract]  
Schedule of Reverse Recapitalization
The number of shares of Common Stock issued immediately following the consummation of the Merger was as follows:
Shares
Common stock of Switchback, outstanding prior to Merger39,264,704 
Less redemption of Switchback shares(33,009)
Less surrender of Switchback Founder Shares(984,706)
Common stock of Switchback38,246,989 
Shares issued in PIPE22,500,000 
Merger and PIPE financing shares (1)60,746,989 
Legacy ChargePoint shares (2)217,021,368 
Total shares of common stock immediately after Merger277,768,357 
_______________
(1) This includes 900,000 contingently forfeitable Founder Earn Back Shares pending the occurrence of the Founder Earn Back Triggering Event, which was met on March 12, 2021
(2) The number of Legacy ChargePoint shares was determined by converting the 217,761,738 shares of Legacy ChargePoint common stock outstanding immediately prior to the closing of the Merger using the Exchange Ratio of 0.9966. All fractional shares were rounded down.
Fair Value Measurement Inputs and Valuation Techniques The Level 3 fair value inputs used in the valuation of ViriCiti Earnout liability were as follows:
January 31, 2022August 11, 2021
(ViriCiti Acquisition Date)
Expected volatility35.3 %34.2 %
Risk-free interest rate0.8 %0.8 %
Expected term (years)1.131.60
The Level 3 fair value inputs used in the recurring valuation of the redeemable convertible preferred stock warrant liability were as follows:
February 26, 2021
(Merger Date)		January 31, 2021January 31, 2020
Expected volatility84.3 %80.5 %58.4 %
Risk-free interest rate0.0 %0.1 %1.6 %
Dividend rate0.0 %0.0 %0.0 %
Expected term (years)01.42.0
Schedule of Business Acquisitions, by Acquisition
The following table summarized the purchase consideration (in thousands):
Amount
Cash consideration$79,415 
ViriCiti Earnout consideration (1)3,908 
Total purchase consideration$83,323 
_______________
(1) Values are translated into U.S. Dollars at period-end foreign exchange rates. Changes in the fair value of contingent earnout liability is presented in Note 3, Fair Value Measurements.
The following table summarized the purchase consideration (in thousands):
Amount
Cash consideration$132,947 
Common Stock consideration102,057 
Total purchase consideration$235,004 
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed The assets acquired and liabilities assumed in connection with the acquisition were recorded at their fair value at the acquisition date as follows (in thousands):
Amount
Cash and cash equivalents$623 
Accounts receivable, net1,248 
Other assets3,215 
Customer relationships17,683 
Developed technology6,558 
Goodwill62,839 
Deferred tax liabilities, net(3,514)
Other liabilities(5,329)
Total acquired assets and assumed liabilities$83,323 
The assets acquired and liabilities assumed in connection with the acquisition were recorded at their fair value at the acquisition date as follows (in thousands):

Amount
Cash and cash equivalents$3,663 
Accounts receivable, net3,764 
Other assets4,259 
Customer relationships78,726 
Technology12,712 
Goodwill158,997 
Other liabilities(8,762)
Deferred tax liability, net(18,355)
Total acquired assets and assumed liabilities$235,004 
Business Acquisition, Pro Forma Information
The following unaudited pro forma financial information summarizes the combined results of operations for the Company and HTB as if the companies were combined as of February 1, 2020 (in thousands):
Year Ended
 January 31,
20222021
Revenue$249,063 $152,930 
Net Loss$(138,047)$(212,354)
The unaudited pro forma information above include the following adjustments to net loss in the pro forma periods presented (in thousands):
Twelve Months Ended
 January 31,
20222021
An (increase) in amortization expense$(6,876)$(9,845)
An (increase) decrease in expenses related to transaction2,669 (2,669)
An (increase) decrease in tax provision1,719 2,461 
Overall (increase) decrease in net loss(2,488)(10,053)
ChargePoint net loss(132,241)(197,024)
HTB net loss(3,318)(5,278)
Pro forma net loss$(138,047)$(212,355)
Schedule of Goodwill
The following table summarizes the changes in carrying amounts of goodwill (in thousands):
Balance as of January 31, 2021$1,215 
Goodwill acquired with ViriCiti acquisition62,839 
Goodwill acquired with HTB acquisition158,997 
Foreign exchange fluctuations(4,567)
Balance as of January 31, 2022$218,484 
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination
The following table presents the details of intangible assets (amounts in thousands, useful lives in years):
January 31, 2022
Cost (1)Accumulated Amortization (1)Net (1)Useful Life
ViriCiti
Customer relationships$17,683 $(832)$16,851 10
Developed technology6,558 (514)6,044 6
HTB
Customer relationships75,382 (2,391)72,991 10
Developed technology12,173 (850)11,323 6
$111,796 $(4,587)$107,209 
_______________
(1) Values are translated into U.S. Dollars at period-end foreign exchange rates.
XML 54 R32.htm IDEA: XBRL DOCUMENT v3.22.1
Balance Sheet Components (Tables)
 12 Months Ended
Jan. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of Inventories
Inventories consisted of the following:
January 31,
20222021
(in thousands)
Raw materials$9,712 $13,029 
Work-in-progress— 68 
Finished goods26,167 20,495 
Total Inventories$35,879 $33,592 
Schedule of Other Current Assets
Prepaid expense and other current assets consisted of the following:
January 31,
20222021
(in thousands)
Prepaid expense$16,951 $3,986 
Other current assets19,652 8,088 
Total Prepaid Expense and Other Current Assets$36,603 $12,074 
Schedule of Property and Equipment, Net Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, as follows:
Useful Lives
Furniture and fixtures
3 to 5 years
Computers and software
3 to 5 years
Machinery and equipment
3 to 5 years
Tooling
3 to 5 years
Leasehold improvementsShorter of the estimated lease term or useful life
Owned and operated systems
5 to 7 years
Property and equipment, net consisted of the following:
January 31,
20222021
(in thousands)
Furniture and fixtures$903 $1,594 
Computers and software6,147 5,384 
Machinery and equipment16,193 10,605 
Tooling10,572 7,705 
Leasehold improvements10,549 9,398 
Owned and operated systems22,546 17,703 
Construction in progress2,720 2,462 
69,630 54,851 
Less: Accumulated depreciation(35,037)(24,863)
Total Property and Equipment, Net$34,593 $29,988 
Schedule of Accrued and Other Current Liabilities
Accrued and other current liabilities consisted of the following:
January 31,
20222021
(in thousands)
Accrued expenses$31,865 $18,404 
Refundable customer deposits9,409 6,482 
Payroll and related expenses16,131 7,547 
Taxes payable8,955 5,213 
Other current liabilities17,968 9,516 
Total Accrued and Other Current Liabilities$84,328 $47,162 
XML 55 R33.htm IDEA: XBRL DOCUMENT v3.22.1
Leases (Tables)
 12 Months Ended
Jan. 31, 2022
Leases [Abstract]  
Assets and Liabilities, Lessee
As of January 31, 2022 and 2021, lease balances were as follows:
January 31,
20222021
(in thousands)
Operating leases
Operating lease right-of-use assets$25,535 $21,817 
Operating lease liabilities, current3,876 2,286 
Operating lease liabilities, noncurrent25,370 22,459 
Total operating lease liabilities$29,246 $24,745 
Lessee, Operating Lease, Liability, Maturity
Future payments of operating lease liabilities under the Company’s non-cancellable operating leases as of January 31, 2022 were as follows:
(in thousands)
Years Ending January 31,
2023$6,719 
20246,177 
20255,779 
20264,775 
20274,589 
Thereafter10,347 
Total undiscounted operating lease payments$38,386 
Less: imputed interest(9,140)
Total operating lease liabilities$29,246 
Lease, Cost
Other supplemental information as of January 31, 2022 and 2021 was as follows:
January 31,
20222021
Lease Term and Discount Rate
Weighted-average remaining operating lease term (years)6.57.5
Weighted-average operating lease discount rate7.3 %7.9 %
Other supplemental cash flow information for the years ended January 31, 2022, 2021 and 2020 was as follows:
Year ended January 31,
202220212020
(in thousands)
Supplemental Cash Flow Information
Cash paid for amounts in the measurement of operating lease liabilities$5,164 $4,226 $4,527 
XML 56 R34.htm IDEA: XBRL DOCUMENT v3.22.1
Redeemable Convertible Preferred Stock (Tables)
 12 Months Ended
Jan. 31, 2022
Temporary Equity Disclosure [Abstract]  
Temporary Equity
As of January 31, 2022, the Company does not have any redeemable convertible preferred stock outstanding. Redeemable convertible preferred stock as of January 31, 2021 and 2020 consisted of the following (in thousands, except for number of shares):

January 31, 2021
SharesLiquidation
Preference		Carrying
Value
AuthorizedOutstanding
Series A29,027 29,027 $3,746 $3,697 
Series B132,831 130,146 13,993 13,947 
Series C45,222 45,222 13,068 13,039 
Series D45,744,194 44,307,263 54,946 49,469 
Series E22,578,525 21,772,150 54,000 26,795 
Series F23,611,372 23,611,372 59,000 58,624 
Series G28,533,636 28,533,636 125,000 124,745 
Series H42,154,388 42,154,388 240,000 229,925 
Series H-1 (for liquidation preference including unpaid accumulated dividends)
22,351,053 22,351,053 146,594 95,456 
185,180,248 182,934,257 $710,347 $615,697 

January 31, 2020
SharesLiquidation
Preference		Carrying
Value
AuthorizedOutstanding
Series A29,027 29,027 $3,746 $3,697 
Series B132,831 130,146 13,993 13,947 
Series C45,222 45,222 13,068 13,039 
Series D45,744,194 44,307,262 54,946 49,469 
Series E22,578,525 21,772,150 54,000 26,795 
Series F23,611,372 23,611,372 59,000 58,624 
Series G28,533,636 28,533,636 125,000 124,745 
Series H42,154,388 42,154,388 240,000 229,925 
162,829,195 160,583,203 $563,753 $520,241 
XML 57 R35.htm IDEA: XBRL DOCUMENT v3.22.1
Common Stock (Tables)
 12 Months Ended
Jan. 31, 2022
Equity [Abstract]  
Schedule of Common Stock Reserved for Future Issuance
Shares of common stock reserved for future issuance on an as-if converted basis, were as follows:
January 31,
20222021
Conversion of redeemable convertible preferred stock— 193,037,715 
Stock options issued and outstanding22,200,869 30,167,178 
Restricted stock units outstanding4,033,418 — 
Redeemable convertible preferred stock warrants outstanding— 2,358,546 
Common stock warrants outstanding35,549,024 36,402,515 
Shares available for grant under 2017 Stock Option Plan— 4,528,391 
Shares available for grant under 2021 Equity Incentive Plan36,370,596 — 
Shares available for grant under 2021 ESPP8,177,683 — 
Total shares of common stock reserved106,331,590 266,494,345 
XML 58 R36.htm IDEA: XBRL DOCUMENT v3.22.1
Stock Warrants and Earnout (Tables)
 12 Months Ended
Jan. 31, 2022
Equity [Abstract]  
Fair Value Measurement Inputs and Valuation Techniques The Level 3 fair value inputs used in the valuation of ViriCiti Earnout liability were as follows:
January 31, 2022August 11, 2021
(ViriCiti Acquisition Date)
Expected volatility35.3 %34.2 %
Risk-free interest rate0.8 %0.8 %
Expected term (years)1.131.60
The Level 3 fair value inputs used in the recurring valuation of the redeemable convertible preferred stock warrant liability were as follows:
February 26, 2021
(Merger Date)		January 31, 2021January 31, 2020
Expected volatility84.3 %80.5 %58.4 %
Risk-free interest rate0.0 %0.1 %1.6 %
Dividend rate0.0 %0.0 %0.0 %
Expected term (years)01.42.0
Schedule of Warrants
January 31, 2022
Outstanding WarrantsExpiration Date
Number of
Warrants
Exercise
Price
Common Stock21,727,177 
$1.25 - $6.03
3/4/2022 – 8/6/2030
Common Stock13,811,412 $9.04 
11/16/2028 – 2/14/2029
Total outstanding common stock warrants35,538,589 
February 26, 2021 (Merger Date)
Outstanding WarrantsExpiration Date
Number of
Warrants(1)
Exercise
Price
Common Stock24,709,575 
$1.00 - $6.03
3/4/2022 - 8/6/2030
Common Stock14,051,456 $9.04 
11/16/2028 – 2/14/2029
Total outstanding common stock warrants38,761,031 
______________
(1) The shares (and the warrants' exercise prices) subject to the Company's Legacy Warrants were restated to reflect the Exchange Ratio of approximately 0.9966 established in the Merger Agreement as discussed in Note 4.
January 31, 2021
Outstanding WarrantsExpiration Date
Number of
Warrants (1)
Exercise
Price
Common Stock22,351,053 $6.03 
3/4/2022 - 8/6/2030
Common Stock14,051,462 $9.04 
11/16/2028 - 2/14/2029
Total outstanding common stock warrants36,402,515 
_____________
(1) The shares (and the warrants' exercise prices) subject to the Company's Legacy Warrants were restated to reflect the Exchange Ratio of approximately 0.9966 established in the Merger Agreement as discussed in Note 4.
The Private Placement Warrants were valued using the following assumptions under the BLM that assumes optimal exercise of the Company’s redemption option at the earliest possible date:
January 31,
2022		February 26, 2021 (Merger Date)
Market price of public stock$13.85 $30.83 
Exercise price$11.50 $11.50 
Expected term (years)4.15.0
Volatility70.5 %73.5 %
Risk-free interest rate1.0 %0.8 %
Dividend rate0.0 %0.0 %
XML 59 R37.htm IDEA: XBRL DOCUMENT v3.22.1
Equity Plans and Stock-based Compensation (Tables)
 12 Months Ended
Jan. 31, 2022
Share-based Payment Arrangement [Abstract]  
Schedule of Stock-based Compensation Expense
The following sets forth the total stock-based compensation expense for employee equity plans included in the Company’s consolidated statements of operations:
Year Ended January 31,
202220212020
(in thousands)
Cost of revenue$3,782 $115 $39 
Research and development25,461 1,807 871 
Sales and marketing9,154 1,501 1,164 
General and administrative28,934 1,524 863 
Total stock-based compensation expense$67,331 $4,947 $2,937 
The following set forth the total stock-based compensation expense by award type is as follows:
Year Ended January 31,
202220212020
(in thousands)
Stock Options$20,705 $4,947 $2,937 
ESPP1,272 — — 
RSU45,354 — — 
Total stock-based compensation expense$67,331 $4,947 $2,937 
Share-based Payment Arrangement, Option, Activity A summary of option activity under the 2017 and 2007 Plans at January 31, 2022 and changes during the periods then ended is presented in the following table:
Number of
Stock Option
Awards		Weighted
Average
Exercise Price		Weighted
Average
Remaining Contractual term
(in years)		Aggregate
Intrinsic Value
(in thousands)
Outstanding as of January 31, 2021
30,166,792 $0.71 7.3$1,064,539 
Granted— $— 
Exercised(7,238,656)$0.62 
Cancelled(727,267)$2.39 
Outstanding as of January 31, 2022
22,200,869 $0.68 6.6$292,362 
Options vested and expected to vest as of January 31, 2022
21,801,260 $0.68 6.6$287,130 
Exercisable as of January 31, 2022
15,162,200 $0.65 6.0$200,088 
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions
The weighted-average assumptions in the Black-Scholes option-pricing models used to determine the fair value of stock options granted during the years ended January 31, 2021, and 2020 were as follows:
Year Ended January 31,
20212020
Expected volatility
49.1% - 51.6%
40.3% - 40.9%
Risk-free interest rate
0.3% - 1.6%
1.4% - 2.4%
Dividend rate0.0 %0.0 %
Expected term (in years)
5.6 - 5.8
5.0 - 5.9
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions
The weighted-average assumptions in the Black-Scholes option-pricing models used to determine the fair value of ESPP rights granted during the year ended January 31, 2022 were as follows:

Year Ended January 31,
2022
Expected volatility
61.8% - 73.5%
Risk-free interest rate
0.1% - 0.3%
Dividend rate0.0 %
Expected term (in years)
0.4 - 1.9
XML 60 R38.htm IDEA: XBRL DOCUMENT v3.22.1
Income Taxes (Tables)
 12 Months Ended
Jan. 31, 2022
Income Tax Disclosure [Abstract]  
Schedule of Income before Income Tax, Domestic and Foreign
The components of net loss before income taxes were as follows:
Year Ended January 31,
202220212020
(in thousands)
Domestic$(131,916)$(197,908)$(134,578)
Foreign(3,255)1,082 475 
Net loss before income taxes$(135,171)$(196,826)$(134,103)
Schedule of Components of Income Tax Expense (Benefit)
The components of the provision for (benefit from) income taxes were as follows:
Year Ended January 31,
202220212020
(in thousands)
Current
Federal$— $— $— 
State17 47 35 
Foreign359 151 189 
Total current$376 $198 $224 
Deferred
Federal$(1,242)$— $— 
State(423)— — 
Foreign(1,641)— — 
Total deferred(3,306)— — 
Total provision for income taxes$(2,930)$198 $224 
Schedule of Effective Income Tax Rate Reconciliation
A reconciliation of the U.S. federal statutory rate to the Company’s effective tax rate was as follows:
Year Ended January 31,
202220212020
Tax at federal statutory rate21.0 %21.0 %21.0 %
State tax rate, net— %— %— %
Permanent differences0.2 %(0.6 %)(1.5 %)
Warrant and earnout revaluation20.9 %(7.8 %)(0.1 %)
Stock-based compensation8.0 %(0.2 %)(0.2 %)
Intangible assets amortization1.3 %— %— %
Change in valuation allowance(45.5 %)(13.6 %)(21.1 %)
Transaction cost(1.2 %)— %— %
Research and development tax credits2.8 %1.1 %1.8 %
Section 162(m) executive compensation limitation
(5.3)%— %— %
Effective tax rate2.2 %(0.1)%(0.1)%
Schedule of Deferred Tax Assets and Liabilities
The significant components of the Company’s deferred tax assets and liabilities as of January 31, 2022 and 2021 were as follows:
Year Ended January 31,
20222021
(in thousands)
Deferred tax assets:
Net operating losses$199,299 $114,154 
Research & development credits25,725 12,054 
Deferred revenue10,691 15,270 
Accruals and reserves10,882 8,102 
Stock-based compensation2,445 980 
Operating lease liabilities7,490 6,999 
Total deferred tax assets256,532 157,559 
Less: valuation allowance(240,584)(150,991)
Deferred tax liabilities:
Depreciation and amortization(177)(375)
Operating lease right-of-use assets(6,550)(6,186)
Acquired intangible assets(26,918)— 
Total deferred tax liabilities(33,645)(6,561)
Net deferred tax assets (liabilities)$(17,697)$7 
Schedule of Unrecognized Tax Benefits Roll Forward
The following table summarizes the activity related to unrecognized tax benefits as follows:
Year Ended January 31,
202220212020
(in thousands)
Unrecognized tax benefits - beginning$9,402 $10,153 $6,884 
Gross changes - prior period tax position2,039 (3,620)— 
Gross changes - current period tax position7,797 2,869 3,269 
Unrecognized tax benefits — ending$19,238 $9,402 $10,153 
XML 61 R39.htm IDEA: XBRL DOCUMENT v3.22.1
Related Party Transactions (Tables)
 12 Months Ended
Jan. 31, 2022
Related Party Transactions [Abstract]  
Schedule of Related Party Transactions The following revenue transactions took place between the Company and Daimler during the respective fiscal years:
Year Ended January 31,
202220212020
(in thousands)
Daimler$4,443 $3,457 $3,112 
Revenue from related parties
$4,443 $3,457 $3,112 
XML 62 R40.htm IDEA: XBRL DOCUMENT v3.22.1
Geographic Information (Tables)
 12 Months Ended
Jan. 31, 2022
Segment Reporting [Abstract]  
Schedule of Revenue by Geographic Area
Revenue by geographic area based on the shipping address of the customers was as follows:
Year Ended January 31,
202220212020
(in thousands)
United States$205,186 $131,571 $130,184 
Rest of World35,820 14,919 14,331 
Total revenue$241,006 $146,490 $144,515 
Long-lived Assets by Geographic Areas
Long-lived assets by geographic area were as follows:
January 31,
20222021
(in thousands)
United States$72,026 $46,759 
Netherlands87,731 504 
Rest of World7,580 4,542 
Total long-lived assets$167,337 $51,805 
XML 63 R41.htm IDEA: XBRL DOCUMENT v3.22.1
Basic and Diluted Net Loss per Share (Tables)
 12 Months Ended
Jan. 31, 2022
Earnings Per Share [Abstract]  
Schedule of Loss Per Share Attributable to Common Stockholders, Basic and Diluted
The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the years ended January 31, 2022, 2021, and 2020:
Year Ended January 31,
202220212020
(in thousands, except share and per share data)
Numerator:
Net income (loss)$(132,241)$(197,024)$(134,327)
Adjust: Accretion of beneficial conversion feature of redeemable convertible preferred stock— (60,377)— 
Adjust: Cumulative dividends on redeemable convertible preferred stock(4,292)(16,799)— 
Adjust: Deemed dividends attributable to vested option holders(51,855)— — 
Adjust: Deemed dividends attributable to common stock warrant holders(110,635)— — 
Net loss attributable to common stockholders - Basic$(299,023)$(274,200)$(134,327)
Less: Gain attributable to earnout shares issued(84,420)— — 
Less: Change in fair value of dilutive warrants(68,223)— — 
Net loss attributable to common stockholders - Diluted$(451,666)$(274,200)$(134,327)
Denominator:
Weighted average common shares outstanding297,642,999$15,116,763 $8,893,787 
Less: Weighted-average unvested restricted shares and shares subject to repurchase(221,030)— — 
Weighted average shares outstanding - Basic297,421,96915,116,7638,893,787
Add: Earnout Shares under the treasury stock method3,701,427— — 
Add: Public and Private Placement Warrants under the treasury stock method1,366,870— — 
Weighted average shares outstanding - Diluted302,490,26615,116,7638,893,787
Net loss per share - Basic$(1.01)$(18.14)$(15.10)
Net loss per share - Diluted$(1.49)$(18.14)$(15.10)
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share
The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have had an antidilutive effect were as follows:
Year Ended January 31,
202220212020
Redeemable convertible preferred stock (on an as-converted basis)
— 193,037,715 170,686,661 
Options to purchase common stock
22,200,869 30,167,178 34,883,465 
Unvested restricted common stock
— — 166,100 
Restricted stock units4,033,418 — — 
Unvested early exercised common stock options
132,180 371,193 58,830 
Redeemable convertible preferred stock warrants (on an as-converted basis)
— 2,358,546 2,358,546 
Common stock warrants
35,549,024 36,402,515 14,051,462 
Employee stock purchase plan894,348 — — 
Total potentially dilutive common share equivalents
62,809,839 262,337,147 222,205,064 
XML 64 R42.htm IDEA: XBRL DOCUMENT v3.22.1
Description of Business and Basis of Presentation (Details) - USD ($)
 1 Months Ended 12 Months Ended
Feb. 26, 2021
Feb. 28, 2021
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Oct. 31, 2021
Jul. 31, 2021
Apr. 30, 2021
Jan. 31, 2019
Class of Warrant or Right [Line Items]                  
Accumulated deficit     $ (811,655,000) $ (679,414,000)          
Proceeds from merger     511,646,000 0 $ 0        
Issuance costs         100,000        
Issuance of Series H redeemable convertible preferred stock       95,456,000 14,756,000        
Redeemable convertible preferred stock warrant liability     0 75,843,000          
Cash, cash equivalents, and restricted cash     315,635,000 145,891,000 73,153,000       $ 205,698,000
Proceeds from merger   $ 484,100,000              
Liquidation Preference     $ 0 710,347,000 $ 563,753,000        
Previously Reported                  
Class of Warrant or Right [Line Items]                  
Liquidation Preference       $ 693,500,000   $ 17,493,000,000 $ 17,493,000,000 $ 17,493,000,000  
Private Placement                  
Class of Warrant or Right [Line Items]                  
Number of shares sold (in shares) 22,500,000                
Consideration received on sold shares $ 225,000,000                
XML 65 R43.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Accounting Policies - Concentration of Credit Risk (Details)
 12 Months Ended
Jan. 31, 2021
Accounts Receivable | Customer Concentration Risk | Largest Customer  
Concentration Risk [Line Items]  
Concentration risk, percentage 10.00%
XML 66 R44.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Accounting Policies - Segment Reporting (Details)
 12 Months Ended
Jan. 31, 2022
segment
Accounting Policies [Abstract]  
Number of operating segments 1
XML 67 R45.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($)
$ in Thousands
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Jan. 31, 2019
Accounting Policies [Abstract]        
Cash and cash equivalents $ 315,235 $ 145,491 $ 72,753  
Restricted cash 400 400 400  
Total cash, cash equivalents, and restricted cash $ 315,635 $ 145,891 $ 73,153 $ 205,698
XML 68 R46.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Accounting Policies - Allowance for Credit Loss (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Accounts Receivable, Allowance for Credit Loss [Roll Forward]      
Beginning Balance $ 2,000 $ 2,000 $ 3,124
Additions Charged To Expense 3,835 121 339
Write-offs (251) (121) (1,463)
Ending Balance $ 5,584 $ 2,000 $ 2,000
XML 69 R47.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Accounting Policies - Schedule of Property and Equipment (Details)
 12 Months Ended
Jan. 31, 2022
Furniture and fixtures | Minimum  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 3 years
Furniture and fixtures | Maximum  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 5 years
Computers and software | Minimum  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 3 years
Computers and software | Maximum  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 5 years
Machinery and equipment | Minimum  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 3 years
Machinery and equipment | Maximum  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 5 years
Tooling | Minimum  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 3 years
Tooling | Maximum  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 5 years
Owned and operated systems | Minimum  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 5 years
Owned and operated systems | Maximum  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 7 years
XML 70 R48.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Accounting Policies - Leases (Details)
Jan. 31, 2022
Jan. 31, 2021
Accounting Policies [Abstract]    
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Accrued and other current liabilities Accrued and other current liabilities
XML 71 R49.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Accounting Policies - Impairment of Long-Lived Assets (Details) - USD ($)
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Accounting Policies [Abstract]      
Impairment of long-lived assets $ 0 $ 0 $ 0
XML 72 R50.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Accounting Policies - Intangible Assets (Details)
 12 Months Ended
Jan. 31, 2022
Minimum  
Acquired Finite-Lived Intangible Assets [Line Items]  
Acquired intangible assets, useful life 6 years
Maximum  
Acquired Finite-Lived Intangible Assets [Line Items]  
Acquired intangible assets, useful life 10 years
XML 73 R51.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Accounting Policies - Goodwill (Details) - USD ($)
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Accounting Policies [Abstract]      
Goodwill $ 218,484,000 $ 1,215,000  
Goodwill impairment $ 218,500,000 $ 1,200,000 $ 0
XML 74 R52.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Accounting Policies - Common Stock Warrant Liability (Details) - $ / shares
 12 Months Ended
Jan. 31, 2022
Feb. 26, 2021
Feb. 25, 2021
Jan. 31, 2021
Class of Warrant or Right [Line Items]        
Warrants outstanding (in shares) 35,549,024     38,761,031
Common stock, par value (USD per share) $ 0.0001 $ 0.0001   $ 0.0001
Warrants exercised (in shares) (19,959,656)      
Warrants redeemed (in shares) (244,481)      
Public Warrants        
Class of Warrant or Right [Line Items]        
Warrants outstanding (in shares) 0   10,470,562 0
Warrants exercised (in shares) (10,226,081)      
Warrants redeemed (in shares) (244,481)      
Public Warrants | Common Class A | Switchback        
Class of Warrant or Right [Line Items]        
Common stock, par value (USD per share)   0.0001    
Stock price of warrants (in dollars per share)   $ 11.50    
Private Warrants        
Class of Warrant or Right [Line Items]        
Warrants outstanding (in shares)   1,000,000 6,521,568  
Private Placement Warrants        
Class of Warrant or Right [Line Items]        
Warrants outstanding (in shares) 10,435     0
Warrants exercised (in shares) (6,511,133)      
Warrants redeemed (in shares) 0      
XML 75 R53.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Accounting Policies - Revenue (Details)
 12 Months Ended
Jan. 31, 2022
Minimum  
Disaggregation of Revenue [Line Items]  
Subscription term 1 year
Contract terms 30 days
Maximum  
Disaggregation of Revenue [Line Items]  
Subscription term 5 years
Contract terms 90 days
XML 76 R54.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Accounting Policies - Remaining Performance Obligations (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-02-01
$ in Millions
Jan. 31, 2022
USD ($)
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]  
Revenue expected to be recognized from remaining performance obligations $ 163.9
Revenue expected to be recognized from remaining performance obligations (as percent) 50.00%
Revenue expected to be recognized from remaining performance obligations (in months) 12 months
XML 77 R55.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Accounting Policies - Deferred Revenue (Details) - USD ($)
$ in Millions
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Accounting Policies [Abstract]      
Contract with customer liability $ 146.8 $ 89.8  
Contract with customer liability, revenue recognized $ 40.9 $ 39.4 $ 25.5
XML 78 R56.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Accounting Policies - Cost to Obtain Customer Contract (Details)
Jan. 31, 2022
Accounting Policies [Abstract]  
Capitalized contract cost, amortization period 5 years
XML 79 R57.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Accounting Policies - Rollforward of Deferred Costs (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Capitalized Contract Cost [Roll Forward]      
Beginning balance $ 5,534 $ 3,832  
Capitalization of deferred contract acquisition costs 3,381 2,908  
Amortization of deferred contract acquisition costs (1,786) (1,206) $ (675)
Ending balance $ 7,129 $ 5,534 $ 3,832
XML 80 R58.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Accounting Policies - Schedule of Deferred Costs (Details) - USD ($)
$ in Thousands
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Accounting Policies [Abstract]      
Deferred contract acquisition costs, current $ 2,104 $ 1,550  
Deferred contract acquisition costs, noncurrent 5,025 3,984  
Total deferred contract acquisition costs $ 7,129 $ 5,534 $ 3,832
XML 81 R59.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Accounting Policies - Advertising Costs (Details) - USD ($)
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Accounting Policies [Abstract]      
Advertising Expense $ 0 $ 0 $ 0
XML 82 R60.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Accounting Policies - Warranty (Details) - USD ($)
$ in Millions
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Accounting Policies [Abstract]      
Warranty expense $ 3.8 $ 3.4 $ 2.8
Minimum      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Subscription terms (in years) 1 year    
Maximum      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Subscription terms (in years) 5 years    
XML 83 R61.htm IDEA: XBRL DOCUMENT v3.22.1
Fair Value Measurements - Assets and Liabilities (Details) - USD ($)
$ in Thousands
Jan. 31, 2022
Jan. 31, 2021
Liabilities    
Redeemable convertible preferred stock warrant liability $ 0 $ 75,843
Fair Value, Recurring    
Assets    
Total financial assets 254,716 109,703
Liabilities    
Contingent earnout liability recognized upon acquisition of ViriCiti (ViriCiti Earnout) 5,993  
Total financial liabilities 6,018 75,843
Fair Value, Recurring | Private Placement Warrants    
Liabilities    
Redeemable convertible preferred stock warrant liability 25  
Fair Value, Recurring | Redeemable convertible preferred stock warrant    
Liabilities    
Redeemable convertible preferred stock warrant liability   75,843
Fair Value, Recurring | Money market funds    
Assets    
Money market funds 254,716 109,703
Fair Value, Recurring | Level 1    
Assets    
Total financial assets 254,716 109,703
Liabilities    
Contingent earnout liability recognized upon acquisition of ViriCiti (ViriCiti Earnout) 0  
Total financial liabilities 0 0
Fair Value, Recurring | Level 1 | Private Placement Warrants    
Liabilities    
Redeemable convertible preferred stock warrant liability 0  
Fair Value, Recurring | Level 1 | Redeemable convertible preferred stock warrant    
Liabilities    
Redeemable convertible preferred stock warrant liability   0
Fair Value, Recurring | Level 1 | Money market funds    
Assets    
Money market funds 254,716 109,703
Fair Value, Recurring | Level 2    
Assets    
Total financial assets 0 0
Liabilities    
Contingent earnout liability recognized upon acquisition of ViriCiti (ViriCiti Earnout) 0  
Total financial liabilities 0 0
Fair Value, Recurring | Level 2 | Private Placement Warrants    
Liabilities    
Redeemable convertible preferred stock warrant liability 0  
Fair Value, Recurring | Level 2 | Redeemable convertible preferred stock warrant    
Liabilities    
Redeemable convertible preferred stock warrant liability   0
Fair Value, Recurring | Level 2 | Money market funds    
Assets    
Money market funds 0 0
Fair Value, Recurring | Level 3    
Assets    
Total financial assets 0 0
Liabilities    
Contingent earnout liability recognized upon acquisition of ViriCiti (ViriCiti Earnout) 5,993  
Total financial liabilities 6,018 75,843
Fair Value, Recurring | Level 3 | Private Placement Warrants    
Liabilities    
Redeemable convertible preferred stock warrant liability 25  
Fair Value, Recurring | Level 3 | Redeemable convertible preferred stock warrant    
Liabilities    
Redeemable convertible preferred stock warrant liability   75,843
Fair Value, Recurring | Level 3 | Money market funds    
Assets    
Money market funds $ 0 $ 0
XML 84 R62.htm IDEA: XBRL DOCUMENT v3.22.1
Fair Value Measurements - Schedule of Changes in the Fair Value of Level 3 Financial Instruments (Details) - Level 3 - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Common stock and preferred stock warrants | Redeemable convertible preferred stock warrant      
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]      
Beginning balance $ (75,843) $ (2,718) $ (1,843)
Change in fair value 9,237 73,125 875
Reclassification of Legacy ChargePoint preferred stock warrant liability upon the reverse capitalization 66,606    
Ending balance 0 (75,843) (2,718)
Common stock and preferred stock warrants | Private Placement Warrants      
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]      
Beginning balance 0 0 0
Private placement warrant liability acquired as part of the merger (127,888)    
Change in fair value 63,746 0 0
Reclassification of warrants to stockholders’ equity (deficit) due to exercise 64,117    
Ending balance (25) 0 0
Contingent Consideration Liability      
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]      
Beginning balance 0 0 0
Contingent earnout liability recognized upon the closing of the reverse recapitalization (828,180)    
Change in fair value 84,420 0 0
Issuance of earnout shares upon triggering events 501,120    
Reclassification of remaining contingent earnout liability upon triggering event 242,640    
Ending balance 0 0 0
Contingent Consideration Liability | ViriCiti Earnout liability      
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]      
Beginning balance 0 0 0
Contingent earnout liability recognized upon the acquisition of ViriCiti (“ViriCiti Earnout”) (3,856)    
Change in fair value (2,137) 0 0
Ending balance $ (5,993) $ 0 $ 0
XML 85 R63.htm IDEA: XBRL DOCUMENT v3.22.1
Fair Value Measurements - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]      
Change in fair value of contingent earnout liability $ (84,420) $ 0 $ 0
ViriCiti Earnout liability      
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]      
Change in fair value of contingent earnout liability $ 2,100    
XML 86 R64.htm IDEA: XBRL DOCUMENT v3.22.1
Reverse Recapitalization & Business Combinations - Narrative (Details)
 1 Months Ended 3 Months Ended 12 Months Ended
Oct. 06, 2021
USD ($)
$ / shares
shares
Aug. 11, 2021
USD ($)
Jun. 29, 2021
shares
Mar. 12, 2021
shares
Feb. 26, 2021
USD ($)
day
$ / shares
shares
Feb. 28, 2021
USD ($)
Jan. 31, 2022
USD ($)
Jan. 31, 2022
USD ($)
Jan. 31, 2021
USD ($)
Jan. 31, 2020
USD ($)
Schedule Of Reverse Recapitalization [Line Items]                    
Recapitalization exchange ratio         0.9966   0.9966 0.9966 0.9966  
Founder shares surrendered (in shares) | shares     9,000,000 9,000,000            
Earnout period (in years)         5 years          
Merger and PIPE financing           $ 484,100,000        
Transaction costs expensed               $ (7,031,000) $ 0 $ 0
Goodwill, tax deductible amount             $ 0 0    
Impairment of acquired intangible assets and goodwill             0      
Accumulated amortization             4,587,000 4,587,000 0  
Deferred tax liabilities             $ 17,697,000 $ 17,697,000 $ 0  
ViriCiti                    
Schedule Of Reverse Recapitalization [Line Items]                    
Cash consideration   $ 79,415,000                
Earnout contingent consideration   7,700,000                
Acquisition-related expenses   2,300,000                
Total purchase consideration   $ 83,323,000                
HTB                    
Schedule Of Reverse Recapitalization [Line Items]                    
Cash consideration $ 132,947,000                  
Indemnity claim period 18 months                  
Acquisition-related expenses $ 2,700,000                  
Total purchase consideration 235,004,000                  
Common Stock consideration $ 102,057,000                  
Equity transferred (in shares) | shares 5,695,176                  
Equity transferred (in USD per share) | $ / shares $ 17.92                  
Shares held in escrow (in shares) | shares 885,692                  
Value of shares in escrow $ 15,900,000                  
Private Placement                    
Schedule Of Reverse Recapitalization [Line Items]                    
Number of shares sold (in shares) | shares         22,500,000          
Consideration received on sold shares         $ 225,000,000          
Switchback                    
Schedule Of Reverse Recapitalization [Line Items]                    
Recapitalization exchange ratio         0.9966          
Recapitalization common stock value (in USD per share) | $ / shares         $ 10.00          
Legacy Chargepoint shares (in shares) | shares         217,021,368          
Shares reserved for potential future issuance upon exercise of stock options and warrants (in shares) | shares         68,896,516          
Shares reserved for potential future issuance of earnout shares (in shares) | shares         27,000,000          
Founder shares surrendered (in shares) | shares         984,706          
Additional earn back shares (in shares) | shares         900,000          
Earn Back price trigger (USD per share) | $ / shares         $ 12.00          
Number of trading days | day         10          
Number of consecutive trading days | day         20          
Earnout period (in years)         5 years          
Merger and PIPE financing shares (in shares) | shares         60,746,989          
Net cash contributions from merger         $ 511,600,000          
Cash - Switchback's trust and cash         286,600,000          
Repurchase of common stock         300,000          
Merger and PIPE financing         225,000,000          
Transaction costs expensed         36,500,000          
Transaction costs expensed         7,000,000          
Switchback | Additional Paid-In Capital                    
Schedule Of Reverse Recapitalization [Line Items]                    
Reduction to APIC         $ 29,500,000          
Switchback | Private Placement Warrants                    
Schedule Of Reverse Recapitalization [Line Items]                    
Debt converted into warrants (in shares) | shares         1,000,000          
Stock price of warrants (in dollars per share) | $ / shares         $ 1.50          
Converted instrument, principal amount         $ 1,500,000          
Switchback | Private Placement                    
Schedule Of Reverse Recapitalization [Line Items]                    
Number of shares sold (in shares) | shares         22,500,000          
Purchase price per share (USD per share) | $ / shares         $ 10.00          
Consideration received on sold shares         $ 225,000,000          
Switchback | Series H-1 (for liquidation preference including unpaid accumulated dividends)                    
Schedule Of Reverse Recapitalization [Line Items]                    
Shares converted (in shares) | shares         22,427,306          
Recapitalization exchange ratio         1          
Common stock dividends (in shares) | shares         1,026,084          
Temporary equity, accrued dividends         $ 21,100,000          
Switchback | Series H, Series G, Series F, Series E, And Series D Redeemable Convertible Preferred Stock                    
Schedule Of Reverse Recapitalization [Line Items]                    
Shares converted (in shares) | shares         160,925,957          
Recapitalization exchange ratio         1          
Switchback | Series C                    
Schedule Of Reverse Recapitalization [Line Items]                    
Shares converted (in shares) | shares         45,376          
Recapitalization exchange ratio         73.4403          
Switchback | Series B                    
Schedule Of Reverse Recapitalization [Line Items]                    
Shares converted (in shares) | shares         130,590          
Recapitalization exchange ratio         42.9220          
Switchback | Series A                    
Schedule Of Reverse Recapitalization [Line Items]                    
Shares converted (in shares) | shares         29,126          
Recapitalization exchange ratio         48.2529          
XML 87 R65.htm IDEA: XBRL DOCUMENT v3.22.1
Reverse Recapitalization & Business Combinations - Common Stock (Details)
 12 Months Ended
Jun. 29, 2021
shares
Mar. 12, 2021
shares
Feb. 26, 2021
shares
Jan. 31, 2022
shares
Jan. 31, 2021
shares
Schedule Of Reverse Recapitalization [Line Items]          
Common stock, shares outstanding, beginning balance (in shares)       22,961,032  
Less redemption of Switchback shares       (1,588)  
Less surrender of Switchback Founder Shares (9,000,000) (9,000,000)      
Common stock, shares outstanding, ending balance (in shares)     277,768,357 334,760,615  
Common stock, shares outstanding (in shares)     277,768,357 334,760,615 22,961,032
Recapitalization exchange ratio     0.9966 0.9966 0.9966
Switchback          
Schedule Of Reverse Recapitalization [Line Items]          
Common stock, shares outstanding, beginning balance (in shares)     217,761,738    
Less surrender of Switchback Founder Shares     (984,706)    
Common stock of switchback (in shares)     38,246,989    
Shares issued in PIPE (in shares)     22,500,000    
Merger and PIPE financing shares (in shares)     60,746,989    
Legacy Chargepoint shares (in shares)     217,021,368    
Common stock, shares outstanding, ending balance (in shares)     277,768,357    
Additional earn back shares (in shares)     900,000    
Common stock, shares outstanding (in shares)     277,768,357    
Recapitalization exchange ratio     0.9966    
Switchback | Switchback          
Schedule Of Reverse Recapitalization [Line Items]          
Common stock, shares outstanding, beginning balance (in shares)     39,264,704    
Less redemption of Switchback shares     (33,009)    
Common stock, shares outstanding (in shares)          
XML 88 R66.htm IDEA: XBRL DOCUMENT v3.22.1
Reverse Recapitalization & Business Combinations - Fair Value Inputs (Details) - Level 3 - ViriCiti
Jan. 31, 2022
Aug. 11, 2021
Expected volatility    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Measurement input 0.353 0.342
Risk-free interest rate    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Measurement input 0.008 0.008
Expected term (years)    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Measurement input 1.13 1.60
XML 89 R67.htm IDEA: XBRL DOCUMENT v3.22.1
Reverse Recapitalization & Business Combinations - Preliminary Purchase Price Consideration (Details) - USD ($)
$ in Thousands
Oct. 06, 2021
Aug. 11, 2021
ViriCiti    
Business Acquisition [Line Items]    
Cash consideration   $ 79,415
ViriCiti Earnout consideration   3,908
Total purchase consideration   $ 83,323
HTB    
Business Acquisition [Line Items]    
Cash consideration $ 132,947  
Common Stock consideration 102,057  
Total purchase consideration $ 235,004  
XML 90 R68.htm IDEA: XBRL DOCUMENT v3.22.1
Reverse Recapitalization & Business Combinations - Preliminary Assets and Liabilities Acquired (Details) - USD ($)
$ in Thousands
Jan. 31, 2022
Oct. 06, 2021
Aug. 11, 2021
Jan. 31, 2021
Business Acquisition [Line Items]        
Goodwill $ 218,484     $ 1,215
ViriCiti        
Business Acquisition [Line Items]        
Cash and cash equivalents     $ 623  
Accounts receivable, net     1,248  
Other assets     3,215  
Goodwill     62,839  
Deferred tax liabilities, net     (3,514)  
Other liabilities     (5,329)  
Total acquired assets and assumed liabilities     83,323  
ViriCiti | Customer relationships        
Business Acquisition [Line Items]        
Intangible assets     17,683  
ViriCiti | Developed technology        
Business Acquisition [Line Items]        
Intangible assets     $ 6,558  
HTB        
Business Acquisition [Line Items]        
Cash and cash equivalents   $ 3,663    
Accounts receivable, net   3,764    
Other assets   4,259    
Deferred tax liabilities, net   (18,355)    
Other liabilities   (8,762)    
Total acquired assets and assumed liabilities   235,004    
HTB | Customer relationships        
Business Acquisition [Line Items]        
Intangible assets   78,726    
HTB | Developed technology        
Business Acquisition [Line Items]        
Intangible assets   $ 12,712    
XML 91 R69.htm IDEA: XBRL DOCUMENT v3.22.1
Reverse Recapitalization & Business Combinations - Pro Forma Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Business Acquisition [Line Items]    
Revenue $ 249,063 $ 152,930
Pro forma net loss (138,047) (212,354)
HTB    
Business Acquisition [Line Items]    
An (increase) in amortization expense (6,876) (9,845)
An (increase) decrease in expenses related to transaction 2,669 (2,669)
An (increase) decrease in tax provision 1,719 2,461
Overall (increase) decrease in net loss (2,488) (10,053)
Pro forma net loss (3,318) (5,278)
Chargepoint    
Business Acquisition [Line Items]    
Pro forma net loss (132,241) (197,024)
Chargepoint and HTB    
Business Acquisition [Line Items]    
Pro forma net loss $ (138,047) $ (212,355)
XML 92 R70.htm IDEA: XBRL DOCUMENT v3.22.1
Reverse Recapitalization & Business Combinations - Schedule of Goodwill (Details)
$ in Thousands
 12 Months Ended
Jan. 31, 2022
USD ($)
Goodwill [Roll Forward]  
Beginning balance $ 1,215
Foreign exchange fluctuations (4,567)
Ending balance 218,484
ViriCiti  
Goodwill [Roll Forward]  
Goodwill acquired 62,839
HTB  
Goodwill [Roll Forward]  
Goodwill acquired $ 158,997
XML 93 R71.htm IDEA: XBRL DOCUMENT v3.22.1
Reverse Recapitalization & Business Combinations - Schedule of Intangible Assets (Details) - USD ($)
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Business Acquisition [Line Items]    
Cost $ 111,796,000  
Accumulated amortization (4,587,000) $ 0
Net 107,209,000 $ 0
ViriCiti | Customer relationships    
Business Acquisition [Line Items]    
Cost 17,683,000  
Accumulated amortization (832,000)  
Net $ 16,851,000  
Useful life (in years) 10 years  
ViriCiti | Developed technology    
Business Acquisition [Line Items]    
Cost $ 6,558,000  
Accumulated amortization (514,000)  
Net $ 6,044,000  
Useful life (in years) 6 years  
HTB | Customer relationships    
Business Acquisition [Line Items]    
Cost $ 75,382,000  
Accumulated amortization (2,391,000)  
Net $ 72,991,000  
Useful life (in years) 10 years  
HTB | Developed technology    
Business Acquisition [Line Items]    
Cost $ 12,173,000  
Accumulated amortization (850,000)  
Net $ 11,323,000  
Useful life (in years) 6 years  
XML 94 R72.htm IDEA: XBRL DOCUMENT v3.22.1
Balance Sheet Components - Inventories (Details) - USD ($)
$ in Thousands
Jan. 31, 2022
Jan. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Raw materials $ 9,712 $ 13,029
Work-in-progress 0 68
Finished goods 26,167 20,495
Total Inventories $ 35,879 $ 33,592
XML 95 R73.htm IDEA: XBRL DOCUMENT v3.22.1
Balance Sheet Components Prepaid Expense and Other Current Assets (Details) - USD ($)
$ in Thousands
Jan. 31, 2022
Jan. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Prepaid expense $ 16,951 $ 3,986
Other Assets, Current 19,652 8,088
Prepaid expenses and other current assets $ 36,603 $ 12,074
XML 96 R74.htm IDEA: XBRL DOCUMENT v3.22.1
Balance Sheet Components - Property and Equipment, Net (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Property, Plant and Equipment [Line Items]      
Property and equipment $ 69,630 $ 54,851  
Less: Accumulated depreciation (35,037) (24,863)  
Total Property and Equipment, Net 34,593 29,988  
Depreciation expense 11,800 10,100 $ 7,100
Furniture and fixtures      
Property, Plant and Equipment [Line Items]      
Property and equipment 903 1,594  
Computers and software      
Property, Plant and Equipment [Line Items]      
Property and equipment 6,147 5,384  
Machinery and equipment      
Property, Plant and Equipment [Line Items]      
Property and equipment 16,193 10,605  
Tooling      
Property, Plant and Equipment [Line Items]      
Property and equipment 10,572 7,705  
Leasehold improvements      
Property, Plant and Equipment [Line Items]      
Property and equipment 10,549 9,398  
Owned and operated systems      
Property, Plant and Equipment [Line Items]      
Property and equipment 22,546 17,703  
Construction in progress      
Property, Plant and Equipment [Line Items]      
Property and equipment $ 2,720 $ 2,462  
XML 97 R75.htm IDEA: XBRL DOCUMENT v3.22.1
Balance Sheet Components - Accrued and Other Current Liabilities (Details) - USD ($)
$ in Thousands
Jan. 31, 2022
Jan. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Accrued expenses $ 31,865 $ 18,404
Refundable customer deposits 9,409 6,482
Payroll and related expenses 16,131 7,547
Taxes payable 8,955 5,213
Other current liabilities 17,968 9,516
Total Accrued and Other Current Liabilities $ 84,328 $ 47,162
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Total Accrued and Other Current Liabilities Total Accrued and Other Current Liabilities
XML 98 R76.htm IDEA: XBRL DOCUMENT v3.22.1
Leases - Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Lessee, Lease, Description [Line Items]      
Lease cost $ 6.1 $ 5.1 $ 4.5
Minimum      
Lessee, Lease, Description [Line Items]      
Lease renewal term 1 year    
Maximum      
Lessee, Lease, Description [Line Items]      
Lease renewal term 5 years    
XML 99 R77.htm IDEA: XBRL DOCUMENT v3.22.1
Leases - Schedule of Lease Assets and Liabilities (Details) - USD ($)
$ in Thousands
Jan. 31, 2022
Jan. 31, 2021
Leases [Abstract]    
Operating leases $ 25,535 $ 21,817
Operating lease liabilities, current 3,876 2,286
Operating lease liabilities 25,370 22,459
Total operating lease liabilities $ 29,246 $ 24,745
XML 100 R78.htm IDEA: XBRL DOCUMENT v3.22.1
Leases - Schedule of Lease Maturity (Details) - USD ($)
$ in Thousands
Jan. 31, 2022
Jan. 31, 2021
Leases [Abstract]    
2023 $ 6,719  
2024 6,177  
2025 5,779  
2026 4,775  
2027 4,589  
Thereafter 10,347  
Total undiscounted operating lease payments 38,386  
Less: imputed interest (9,140)  
Total operating lease liabilities $ 29,246 $ 24,745
XML 101 R79.htm IDEA: XBRL DOCUMENT v3.22.1
Leases - Other Supplemental Information (Details)
Jan. 31, 2022
Jan. 31, 2021
Leases [Abstract]    
Weighted-average remaining operating lease term (years) 6 years 6 months 7 years 6 months
Weighted-average operating lease discount rate 7.30% 7.90%
XML 102 R80.htm IDEA: XBRL DOCUMENT v3.22.1
Leases - Cash Flow Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Leases [Abstract]      
Cash paid for amounts in the measurement of operating lease liabilities $ 5,164 $ 4,226 $ 4,527
XML 103 R81.htm IDEA: XBRL DOCUMENT v3.22.1
Debt (Details) - USD ($)
 1 Months Ended 12 Months Ended
Mar. 31, 2021
Jul. 31, 2018
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Debt Instrument [Line Items]          
Interest payable     $ 0 $ 0  
Line of Credit          
Debt Instrument [Line Items]          
Interest and prepayment fees $ 1,200,000        
Extinguishment of debt $ 35,000,000        
Line of Credit | Medium-term Notes | 2018 Loan          
Debt Instrument [Line Items]          
Maximum borrowing capacity   $ 45,000,000      
Amount borrowed     35,000,000    
Issuance costs     1,100,000    
Net proceeds from line of credit   $ 33,900,000      
Debt maturity (in years)   5 years      
Interest expense     $ 1,500,000 $ 3,300,000 $ 3,500,000
Line of Credit | Medium-term Notes | 2018 Loan | LIBOR          
Debt Instrument [Line Items]          
Basis spread on variable rate   6.55%      
XML 104 R82.htm IDEA: XBRL DOCUMENT v3.22.1
Commitment and Contingencies - Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Commitments and Contingencies Disclosure [Abstract]    
Purchase commitments for goods and services $ 167.0  
Letters of credit outstanding $ 0.4 $ 0.4
XML 105 R83.htm IDEA: XBRL DOCUMENT v3.22.1
Redeemable Convertible Preferred Stock - Narrative (Details)
 12 Months Ended
Jan. 31, 2022
USD ($)
director
$ / shares
shares
Jan. 31, 2021
USD ($)
shares
Jan. 31, 2020
USD ($)
shares
Feb. 26, 2021
shares
Temporary Equity [Line Items]        
Issuance of temporary equity (in shares) | shares   22,351,054 2,634,650  
Warrants outstanding (in shares) | shares 35,549,024 38,761,031    
Cash proceeds from issuance of temporary equity | $     $ 14,900,000  
Issuance costs | $     $ 100,000  
Intrinsic value | $   $ 60,400,000    
Offering price (in USD per share) $ 11.3867      
Minimum        
Temporary Equity [Line Items]        
Proceeds from issuance of temporary equity | $ $ 100,000,000      
Series A        
Temporary Equity [Line Items]        
Dividend price (in USD per share) $ 10.3251      
Liquidation preference per share (in USD per share) $ 129.0387      
Preference amount allocation 2      
Conversion price numerator (in USD per share) $ 91.7319      
Conversion price denominator (in USD per share) $ 1.9011      
Number of directors to appoint | director 1      
Series B        
Temporary Equity [Line Items]        
Dividend price (in USD per share) $ 8.5792      
Liquidation preference per share (in USD per share) $ 107.5156      
Preference amount allocation 4      
Conversion price numerator (in USD per share) $ 81.5974      
Conversion price denominator (in USD per share) $ 1.9011      
Number of directors to appoint | director 2      
Series C        
Temporary Equity [Line Items]        
Dividend price (in USD per share) $ 23.1286      
Liquidation preference per share (in USD per share) $ 288.9825      
Preference amount allocation 4      
Conversion price numerator (in USD per share) $ 139.6147      
Conversion price denominator (in USD per share) 1.9011      
Series D        
Temporary Equity [Line Items]        
Dividend price (in USD per share) 0.0992      
Liquidation preference per share (in USD per share) $ 1.2401      
Preference amount allocation 4      
Conversion price numerator (in USD per share) $ 1.2401      
Conversion price denominator (in USD per share) $ 1.2401      
Number of directors to appoint | director 3      
Series E        
Temporary Equity [Line Items]        
Dividend price (in USD per share) $ 0.0992      
Liquidation preference per share (in USD per share) $ 2.4802      
Preference amount allocation 2.5      
Conversion price numerator (in USD per share) $ 1.2401      
Conversion price denominator (in USD per share) 1.2401      
Series F        
Temporary Equity [Line Items]        
Dividend price (in USD per share) 0.1999      
Liquidation preference per share (in USD per share) $ 2.4988      
Preference amount allocation 4      
Conversion price numerator (in USD per share) $ 2.4988      
Conversion price denominator (in USD per share) $ 2.4988      
Number of directors to appoint | director 2      
Series G        
Temporary Equity [Line Items]        
Dividend price (in USD per share) $ 0.3505      
Liquidation preference per share (in USD per share) $ 4.3808      
Preference amount allocation 2      
Conversion price numerator (in USD per share) $ 4.3808      
Conversion price denominator (in USD per share) 4.3808      
Series H        
Temporary Equity [Line Items]        
Issuance of temporary equity (in shares) | shares     2,600,000  
Cash proceeds from issuance of temporary equity | $     $ 14,800,000  
Issuance costs | $     $ 100,000  
Dividend price (in USD per share) 0.4554      
Liquidation preference per share (in USD per share) $ 5.6934      
Preference amount allocation 2      
Conversion price numerator (in USD per share) $ 5.6934      
Conversion price denominator (in USD per share) $ 5.6934      
Number of directors to appoint | director 2      
Series H-1 (for liquidation preference including unpaid accumulated dividends)        
Temporary Equity [Line Items]        
Issuance of temporary equity (in shares) | shares   22,400,000    
Cash proceeds from issuance of temporary equity | $   $ 127,000,000    
Proceeds from issuance of temporary equity | $   95,500,000    
Issuance costs | $   200,000    
Dividend price (in USD per share) $ 0.4539      
Dividends payable | $ $ 0 $ 16,800,000    
Liquidation preference per share (in USD per share) $ 5.6934      
Preference amount allocation 2      
Conversion price numerator (in USD per share) $ 5.6934      
Conversion price denominator (in USD per share) $ 5.6934      
Common stock warrant        
Temporary Equity [Line Items]        
Issuance of temporary equity (in shares) | shares     900,000  
Warrants outstanding (in shares) | shares 35,538,589 36,402,515   38,761,031
Proceeds from issuance of temporary equity | $   $ 31,500,000    
Common Stock Warrant, Expires in 2030        
Temporary Equity [Line Items]        
Warrants outstanding (in shares) | shares 21,727,177 22,351,053   24,709,575
XML 106 R84.htm IDEA: XBRL DOCUMENT v3.22.1
Redeemable Convertible Preferred Stock - Schedule of Redeemable Convertible Preferred Stock (Details) - USD ($)
Jan. 31, 2022
Feb. 25, 2021
Jan. 31, 2021
Jan. 31, 2020
Jan. 31, 2019
Temporary Equity [Line Items]          
Shares authorized (in shares) 0 185,180,248 185,180,248 162,829,195  
Shares outstanding (in shares) 0   182,934,257 160,583,203 157,948,553
Liquidation Preference $ 0   $ 710,347,000 $ 563,753,000  
Carrying Value $ 0   $ 615,697,000 $ 520,241,000 $ 505,485,000
Series A          
Temporary Equity [Line Items]          
Shares authorized (in shares)     29,027 29,027  
Shares outstanding (in shares)     29,027 29,027  
Liquidation Preference     $ 3,746,000 $ 3,746,000  
Carrying Value     $ 3,697,000 $ 3,697,000  
Series B          
Temporary Equity [Line Items]          
Shares authorized (in shares)     132,831 132,831  
Shares outstanding (in shares)     130,146 130,146  
Liquidation Preference     $ 13,993,000 $ 13,993,000  
Carrying Value     $ 13,947,000 $ 13,947,000  
Series C          
Temporary Equity [Line Items]          
Shares authorized (in shares)     45,222 45,222  
Shares outstanding (in shares)     45,222 45,222  
Liquidation Preference     $ 13,068,000 $ 13,068,000  
Carrying Value     $ 13,039,000 $ 13,039,000  
Series D          
Temporary Equity [Line Items]          
Shares authorized (in shares)     45,744,194 45,744,194  
Shares outstanding (in shares)     44,307,263 44,307,262  
Liquidation Preference     $ 54,946,000 $ 54,946,000  
Carrying Value     $ 49,469,000 $ 49,469,000  
Series E          
Temporary Equity [Line Items]          
Shares authorized (in shares)     22,578,525 22,578,525  
Shares outstanding (in shares)     21,772,150 21,772,150  
Liquidation Preference     $ 54,000,000 $ 54,000,000  
Carrying Value     $ 26,795,000 $ 26,795,000  
Series F          
Temporary Equity [Line Items]          
Shares authorized (in shares)     23,611,372 23,611,372  
Shares outstanding (in shares)     23,611,372 23,611,372  
Liquidation Preference     $ 59,000,000 $ 59,000,000  
Carrying Value     $ 58,624,000 $ 58,624,000  
Series G          
Temporary Equity [Line Items]          
Shares authorized (in shares)     28,533,636 28,533,636  
Shares outstanding (in shares)     28,533,636 28,533,636  
Liquidation Preference     $ 125,000,000 $ 125,000,000  
Carrying Value     $ 124,745,000 $ 124,745,000  
Series H          
Temporary Equity [Line Items]          
Shares authorized (in shares)     42,154,388 42,154,388  
Shares outstanding (in shares)     42,154,388 42,154,388  
Liquidation Preference     $ 240,000,000 $ 240,000,000  
Carrying Value     $ 229,925,000 $ 229,925,000  
Series H-1 (for liquidation preference including unpaid accumulated dividends)          
Temporary Equity [Line Items]          
Shares authorized (in shares)     22,351,053    
Shares outstanding (in shares)     22,351,053    
Liquidation Preference     $ 146,594,000    
Carrying Value     $ 95,456,000    
XML 107 R85.htm IDEA: XBRL DOCUMENT v3.22.1
Common Stock - Narrative (Details)
$ / shares in Units, $ in Thousands
 12 Months Ended
Feb. 26, 2021
USD ($)
$ / shares
shares
Jan. 31, 2022
USD ($)
vote
$ / shares
shares
Feb. 25, 2021
shares
Jan. 31, 2021
$ / shares
shares
Jan. 31, 2020
shares
Jan. 31, 2019
shares
Class of Stock [Line Items]            
Purchase price of merger and PIPE financing shares | $   $ 200,466        
Issuance costs | $ $ 29,400          
Common stock, shares outstanding (in shares) 277,768,357 334,760,615   22,961,032    
Common stock, par value (USD per share) | $ / shares $ 0.0001 $ 0.0001   $ 0.0001    
Shares authorized (in shares)     484,951,532      
Common stock, shares authorized (in shares)   1,000,000,000 299,771,284 299,771,284    
Shares authorized (in shares)   0 185,180,248 185,180,248 162,829,195  
Common Stock, shares issued (in shares)   334,760,615   22,961,032    
Number of votes | vote   1        
Common Stock            
Class of Stock [Line Items]            
Merger and PIPE financing shares (in shares)   60,746,989        
Purchase price of merger and PIPE financing shares | $   $ 6        
Shares outstanding (in shares)   334,760,615   22,961,032 11,918,418 7,087,949
Additional Paid-In Capital            
Class of Stock [Line Items]            
Purchase price of merger and PIPE financing shares | $ $ 200,500 $ 200,460        
XML 108 R86.htm IDEA: XBRL DOCUMENT v3.22.1
Common Stock - Reserved for Future Issuance (Details) - shares
Jan. 31, 2022
Jan. 31, 2021
Class of Stock [Line Items]    
Total shares of common stock reserved (in shares) 106,331,590 266,494,345
2021 Stock Option Plan    
Class of Stock [Line Items]    
Total shares of common stock reserved (in shares) 36,370,596 0
Redeemable convertible preferred stock warrant    
Class of Stock [Line Items]    
Total shares of common stock reserved (in shares) 0 2,358,546
Common stock warrant    
Class of Stock [Line Items]    
Total shares of common stock reserved (in shares) 35,549,024 36,402,515
Stock options issued and outstanding    
Class of Stock [Line Items]    
Total shares of common stock reserved (in shares) 22,200,869 30,167,178
Restricted stock units    
Class of Stock [Line Items]    
Total shares of common stock reserved (in shares) 4,033,418 0
Employee stock purchase plan    
Class of Stock [Line Items]    
Total shares of common stock reserved (in shares) 8,177,683 0
Employee stock purchase plan | Stock Option Plan 2017    
Class of Stock [Line Items]    
Total shares of common stock reserved (in shares) 0 4,528,391
Cumulative Preferred Stock    
Class of Stock [Line Items]    
Total shares of common stock reserved (in shares) 0 193,037,715
XML 109 R87.htm IDEA: XBRL DOCUMENT v3.22.1
Stock Warrants and Earnout - Narrative (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Jul. 06, 2021
Jun. 29, 2021
Mar. 12, 2021
Feb. 26, 2021
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Jul. 31, 2021
Jul. 01, 2021
Jun. 04, 2021
Mar. 19, 2021
Feb. 25, 2021
Class of Warrant or Right [Line Items]                        
Warrants outstanding (in shares)         35,549,024 38,761,031            
Warrants exercised (in shares)         (19,959,656)              
Earnout period (in years)       5 years                
Proceeds from the exercise of public warrants         $ 118,864 $ 0 $ 0          
Number of days determining Earnout Triggering Event         10 years              
Number of consecutive days determining Earnout Triggering Event         20 days              
Earnout shares (in shares)     18,000,000                  
Earnout shares, net (in shares)                 8,773,596   17,539,657  
Derivative liability                     $ 743,700  
Founder shares surrendered (in shares)   9,000,000 9,000,000                  
Gain from change in fair value         $ 84,400              
Triggering Event, $15 And $20 VWAP Per Share Thresholds                        
Class of Warrant or Right [Line Items]                        
Derivative liability     $ 501,100                  
Triggering Event, $15 And $20 VWAP Per Share Thresholds | Minimum                        
Class of Warrant or Right [Line Items]                        
Earn Back price trigger (USD per share)       $ 15.00                
Triggering Event, $15 And $20 VWAP Per Share Thresholds | Maximum                        
Class of Warrant or Right [Line Items]                        
Earn Back price trigger (USD per share)       20.00                
Triggering Event, $30 VWAP Per Share Threshold                        
Class of Warrant or Right [Line Items]                        
Derivative liability     $ 242,600                  
Earn Back price trigger (USD per share)   $ 30.00   $ 30.00                
Earnout Triggering Event | Share Price Greater Or Equal 20 USD                        
Class of Warrant or Right [Line Items]                        
Triggering Share price         $ 20.00              
Preferred Stock | Legacy Chargepoint                        
Class of Warrant or Right [Line Items]                        
Warrants outstanding (in shares)         2,358,528              
Common Stock                        
Class of Warrant or Right [Line Items]                        
Warrants outstanding (in shares)       38,761,031 35,538,589              
Earnout shares (in shares)         27,000,000              
Common Stock | Earnout Triggering Event | Share Price Greater Or Equal 30 USD                        
Class of Warrant or Right [Line Items]                        
Threshold triggering Share price         $ 30.00              
Common Stock | Earnout Triggering Event | Share Price Greater Or Equal 15 USD                        
Class of Warrant or Right [Line Items]                        
Share price triggering Earnout         $ 15.00              
Common Stock | Legacy Chargepoint                        
Class of Warrant or Right [Line Items]                        
Warrants outstanding (in shares)         36,402,503              
Issuance of common stock upon exercise of warrants         2,906,689              
Earnout Shares                        
Class of Warrant or Right [Line Items]                        
Earnout liability fair value       $ 828,200                
Series B D E Preferred Stock | Redeemable Convertible Preferred Stock Warrants                        
Class of Warrant or Right [Line Items]                        
Warrants outstanding (in shares)               2,358,528        
Legacy Warrants                        
Class of Warrant or Right [Line Items]                        
Warrants outstanding (in shares)         35,538,589 38,761,031            
Warrants exercised (in shares)         (3,222,442)              
Proceeds from the exercise of public warrants         $ 1,200              
Legacy Warrants | Common Stock | Legacy Chargepoint                        
Class of Warrant or Right [Line Items]                        
Warrants exercised (in shares)         (3,222,442)              
Private Placement Warrants                        
Class of Warrant or Right [Line Items]                        
Warrants outstanding (in shares)         10,435 0            
Warrants exercised (in shares)         (6,511,133)              
Initial measurements of fair value of warrant liability         $ 127,900              
Fair value adjustment of warrants         63,700              
Proceeds from the exercise of public warrants         $ 117,600              
Public Warrants                        
Class of Warrant or Right [Line Items]                        
Warrants outstanding (in shares)         0 0           10,470,562
Warrants exercised (in shares)         (10,226,081)              
Initial measurements of fair value of warrant liability         $ 153,700              
Period after merger when warrants become exercisable         30 days              
Fair value adjustment of warrants         $ 15,900              
Number of warrants called for redemption                   244,481    
Class of warrants redeemed Or called during period 244,481                      
Class of warrants reedemption price per warrant 0.01                      
Common stock warrant                        
Class of Warrant or Right [Line Items]                        
Warrants outstanding (in shares)       38,761,031 35,538,589 36,402,515            
Change in fair value of warrant liabilities         $ 47,822 $ 0 $ 0          
XML 110 R88.htm IDEA: XBRL DOCUMENT v3.22.1
Stock Warrants and Earnout - Schedule of Warrants Outstanding (Details)
Jan. 31, 2022
$ / shares
shares
Feb. 26, 2021
$ / shares
shares
Jan. 31, 2021
$ / shares
shares
Class of Warrant or Right [Line Items]      
Warrants outstanding (in shares) | shares 35,549,024   38,761,031
Recapitalization exchange ratio 0.9966 0.9966 0.9966
Common stock warrant      
Class of Warrant or Right [Line Items]      
Warrants outstanding (in shares) | shares 35,538,589 38,761,031 36,402,515
Common Stock Warrant, Expires in 2030      
Class of Warrant or Right [Line Items]      
Warrants outstanding (in shares) | shares 21,727,177 24,709,575 22,351,053
Stock price of warrants (in dollars per share) | $ / shares     $ 6.03
Common Stock Warrant, Expires in 2030 | Minimum      
Class of Warrant or Right [Line Items]      
Stock price of warrants (in dollars per share) | $ / shares $ 1.25   1.00
Common Stock Warrant, Expires in 2030 | Maximum      
Class of Warrant or Right [Line Items]      
Stock price of warrants (in dollars per share) | $ / shares $ 6.03   $ 6.03
Common Stock Warrant, Expires in 2028 Through 2030      
Class of Warrant or Right [Line Items]      
Warrants outstanding (in shares) | shares 13,811,412 14,051,456 14,051,462
Stock price of warrants (in dollars per share) | $ / shares $ 9.04 $ 9.04 $ 9.04
XML 111 R89.htm IDEA: XBRL DOCUMENT v3.22.1
Stock Warrants and Earnout - Fair Value Inputs of Warrants and Contingent Earnout Liability (Details)
Jan. 31, 2022
Mar. 12, 2021
Feb. 26, 2021
Jan. 31, 2021
Jan. 31, 2020
Current stock price          
Class of Warrant or Right [Line Items]          
Contingent earnout liability, measurement input   27.84 30.83    
Expected volatility          
Class of Warrant or Right [Line Items]          
Contingent earnout liability, measurement input   0.7200 0.7160    
Risk-free interest rate          
Class of Warrant or Right [Line Items]          
Contingent earnout liability, measurement input   0.0085 0.0075    
Dividend rate          
Class of Warrant or Right [Line Items]          
Contingent earnout liability, measurement input   0.0000 0.0000    
Expected term (years)          
Class of Warrant or Right [Line Items]          
Contingent earnout liability, measurement input   4.96 5.00    
Redeemable convertible preferred stock warrant | Expected volatility          
Class of Warrant or Right [Line Items]          
Warrants, measurement input     0.843 0.805 0.584
Redeemable convertible preferred stock warrant | Risk-free interest rate          
Class of Warrant or Right [Line Items]          
Warrants, measurement input     0.000 0.001 0.016
Redeemable convertible preferred stock warrant | Dividend rate          
Class of Warrant or Right [Line Items]          
Warrants, measurement input     0.000 0.000 0.000
Redeemable convertible preferred stock warrant | Expected term (years)          
Class of Warrant or Right [Line Items]          
Warrants, measurement input     0 1.4 2.0
Private Placement Warrants | Current stock price          
Class of Warrant or Right [Line Items]          
Warrants, measurement input 13.85   30.83    
Private Placement Warrants | Exercise price          
Class of Warrant or Right [Line Items]          
Warrants, measurement input 11.50   11.50    
Private Placement Warrants | Expected volatility          
Class of Warrant or Right [Line Items]          
Warrants, measurement input 0.705   0.735    
Private Placement Warrants | Risk-free interest rate          
Class of Warrant or Right [Line Items]          
Warrants, measurement input 0.010   0.008    
Private Placement Warrants | Dividend rate          
Class of Warrant or Right [Line Items]          
Warrants, measurement input 0.000   0.000    
Private Placement Warrants | Expected term (years)          
Class of Warrant or Right [Line Items]          
Warrants, measurement input 4.1   5.0    
XML 112 R90.htm IDEA: XBRL DOCUMENT v3.22.1
Stock Warrants and Earnouts - Warrant Activity (Details)
 12 Months Ended
Feb. 26, 2021
shares
Jan. 31, 2022
shares
Jan. 31, 2021
Warrants Or Rights Outstanding Roll Forward [Roll Forward]      
Outstanding at beginning of period (in shares)   38,761,031  
Common Stock Warrants as Part of the Merger (in shares)   16,992,130  
Warrants exercised (in shares)   (19,959,656)  
Warrants redeemed (in shares)   (244,481)  
Outstanding at end of period (in shares)   35,549,024  
Recapitalization exchange ratio 0.9966 0.9966 0.9966
Common Stock      
Warrants Or Rights Outstanding Roll Forward [Roll Forward]      
Outstanding at end of period (in shares) 38,761,031 35,538,589  
Legacy ChargePoint Shares      
Warrants Or Rights Outstanding Roll Forward [Roll Forward]      
Stockholders equity exchange ratio 0.9966    
Legacy Chargepoint | Common Stock      
Warrants Or Rights Outstanding Roll Forward [Roll Forward]      
Outstanding at end of period (in shares)   36,402,503  
Legacy Warrants      
Warrants Or Rights Outstanding Roll Forward [Roll Forward]      
Outstanding at beginning of period (in shares)   38,761,031  
Common Stock Warrants as Part of the Merger (in shares)   0  
Warrants exercised (in shares)   (3,222,442)  
Warrants redeemed (in shares)   0  
Outstanding at end of period (in shares)   35,538,589  
Legacy Warrants | Legacy Chargepoint | Common Stock      
Warrants Or Rights Outstanding Roll Forward [Roll Forward]      
Warrants exercised (in shares)   (3,222,442)  
Private Placement Warrants      
Warrants Or Rights Outstanding Roll Forward [Roll Forward]      
Outstanding at beginning of period (in shares)   0  
Common Stock Warrants as Part of the Merger (in shares)   6,521,568  
Warrants exercised (in shares)   (6,511,133)  
Warrants redeemed (in shares)   0  
Outstanding at end of period (in shares)   10,435  
Public Warrants      
Warrants Or Rights Outstanding Roll Forward [Roll Forward]      
Outstanding at beginning of period (in shares) 10,470,562 0  
Common Stock Warrants as Part of the Merger (in shares)   10,470,562  
Warrants exercised (in shares)   (10,226,081)  
Warrants redeemed (in shares)   (244,481)  
Outstanding at end of period (in shares)   0  
XML 113 R91.htm IDEA: XBRL DOCUMENT v3.22.1
Equity Plans and Stock-based Compensation - Stock-based Compensation Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Total stock-based compensation expense $ 67,331 $ 4,947 $ 2,937
Number of stock options granted (in shares) 0    
Stock Options      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Total stock-based compensation expense $ 20,705 4,947 2,937
ESPP      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Total stock-based compensation expense 1,272 0 0
RSU      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Total stock-based compensation expense 45,354 0 0
Cost of revenue      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Total stock-based compensation expense 3,782 115 39
Research and development      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Total stock-based compensation expense 25,461 1,807 871
Sales and marketing      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Total stock-based compensation expense 9,154 1,501 1,164
General and administrative      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Total stock-based compensation expense $ 28,934 $ 1,524 $ 863
XML 114 R92.htm IDEA: XBRL DOCUMENT v3.22.1
Equity Plans and Stock-based Compensation - Narrative (Details) - USD ($)
$ / shares in Units, $ in Thousands
 1 Months Ended 12 Months Ended
Feb. 25, 2021
Jun. 30, 2020
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]          
Total shares of common stock reserved (in shares)     106,331,590 266,494,345  
Number of stock options granted (in shares)     0    
Unrecognized compensation expense     $ 32,400    
2021 Equity Incentive Plan          
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]          
Possible increase in percent of outstanding shares (as a percent) 1.00%        
Number of additional shares allowable under the plan (in shares) 5,400,000        
Percent of outstanding shares (as a percent) 5.00%        
2021 Stock Option Plan          
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]          
Total shares of common stock reserved (in shares)     36,370,596 0  
Number of stock options granted (in shares)     0    
2017 Stock Plan          
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]          
Total shares of common stock reserved (in shares)     19,071,585    
2017 Stock Plan | Chief Executive Officer          
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]          
Number of stock options granted (in shares)   1,500,000      
Unrecognized compensation expense     $ 28,400 $ 44,300  
2007 Stock Plan          
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]          
Total shares of common stock reserved (in shares)     3,129,284    
Employee stock purchase plan          
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]          
Eligible compensation per employee (as a percent)     15.00%    
Offering period (in months)     24 months    
Purchase period (in months)     6 months    
Purchase price of common stock, percent of fair value     85.00%    
Maximum number of shares to be purchased per employee (in shares)     10,000    
Total shares of common stock reserved (in shares)     8,177,683 0  
Share-based compensation cost not yet recognized     $ 6,100    
Period for recognition (in years)     1 year 9 months 29 days    
Restricted stock units          
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]          
Total shares of common stock reserved (in shares)     4,033,418 0  
Share-based compensation cost not yet recognized     $ 81,500    
Period for recognition (in years)     2 years 9 months 29 days    
Granted (in dollars per share)     $ 26.57    
Fair value of awards vested     $ 37,800    
Stock options issued and outstanding          
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]          
Total shares of common stock reserved (in shares)     22,200,869 30,167,178  
Period for recognition (in years)     1 year 7 months 17 days    
Stock options issued and outstanding | 2017 Stock Plan          
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]          
Weighted average grant date fair value (USD per share)     $ 0 $ 0.94 $ 0.31
Grant date fair value     $ 3,400 $ 5,400 $ 2,500
Stock options issued and outstanding | 2017 Stock Plan | Chief Executive Officer          
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]          
Period for recognition (in years)     2 years    
XML 115 R93.htm IDEA: XBRL DOCUMENT v3.22.1
Equity Plans and Stock-Based Compensation - Fair Value Assumptions (Details)
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Stock options issued and outstanding      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected volatility, minimum   49.10% 40.30%
Expected volatility, maximum   51.60% 40.90%
Risk-free interest rate, minimum   0.30% 1.40%
Risk-free interest rate, maximum   1.60% 2.40%
Dividend Rate   0.00% 0.00%
Employee stock purchase plan      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected volatility, minimum 61.80%    
Expected volatility, maximum 73.50%    
Risk-free interest rate, minimum 0.10%    
Risk-free interest rate, maximum 0.30%    
Dividend Rate 0.00%    
Minimum | Stock options issued and outstanding      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected Term (in years)   5 years 7 months 6 days 5 years
Minimum | Employee stock purchase plan      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected Term (in years) 4 months 24 days    
Maximum | Stock options issued and outstanding      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected Term (in years)   5 years 9 months 18 days 5 years 10 months 24 days
Maximum | Employee stock purchase plan      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected Term (in years) 1 year 10 months 24 days    
XML 116 R94.htm IDEA: XBRL DOCUMENT v3.22.1
Equity Plans and Stock-Based Compensation - Restricted Stock Units Activity (Details) - Restricted stock units
 12 Months Ended
Jan. 31, 2022
$ / shares
shares
Number of Shares  
Outstanding, beginning balance (in shares) | shares 0
Granted (in shares) | shares 5,664,811
Vested (in shares) | shares (1,380,988)
Forfeited (in shares) | shares (250,405)
Outstanding, ending balance (in shares) | shares 4,033,418
Weighted Average Grant Date Fair Value per Share  
Outstanding, beginning balance (in dollars per share) | $ / shares $ 0
Granted (in dollars per share) | $ / shares 26.57
Vested (in dollars per share) | $ / shares 27.36
Forfeited (in dollars per share) | $ / shares 27.05
Outstanding, ending balance (in dollars per share) | $ / shares $ 26.27
XML 117 R95.htm IDEA: XBRL DOCUMENT v3.22.1
Equity Plans and Stock-based Compensation - Stock Option Activity (Details) - USD ($)
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Number of Stock Option Awards    
Outstanding as of beginning of period (in shares) 30,166,792  
Granted (in shares) 0  
Options exercised (in shares) (7,238,656)  
Cancelled (in shares) (727,267)  
Outstanding as end of period (in shares) 22,200,869 30,166,792
Options vested and expected to vest at end of period (in shares) 21,801,260  
Exercisable at end of period (in shares) 15,162,200  
Weighted Average Exercise Price    
Outstanding as of beginning of period (USD per share) $ 0.71  
Granted (USD per share) 0  
Options exercised (USD per share) 0.62  
Cancelled (USD per share) 2.39  
Outstanding as of end of period (USD per share) 0.68 $ 0.71
Options vested and expected to vest as of end of period (USD per share) 0.68  
Exercisable as of end of period (USD per share) $ 0.65  
Weighted Average Remaining Contractual term (in years)    
Outstanding (in years) 6 years 7 months 6 days 7 years 3 months 18 days
Options vested and expected to ves (in years) 6 years 7 months 6 days  
Exercisable (in years) 6 years  
Aggregate Intrinsic Value (in thousands)    
Outstanding $ 292,362,000 $ 1,064,539,000
Options vested and expected to vest 287,130,000  
Exercisable $ 200,088,000  
XML 118 R96.htm IDEA: XBRL DOCUMENT v3.22.1
Income Taxes - Provision for Income Taxes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Loss before income taxes      
Domestic $ (131,916) $ (197,908) $ (134,578)
Foreign (3,255) 1,082 475
Net loss before income taxes $ (135,171) $ (196,826) $ (134,103)
XML 119 R97.htm IDEA: XBRL DOCUMENT v3.22.1
Income Taxes - Components of the Income Tax Expense (Benefit) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Current      
Federal $ 0 $ 0 $ 0
State 17 47 35
Foreign 359 151 189
Total current 376 198 224
Deferred      
Federal (1,242) 0 0
State (423) 0 0
Foreign (1,641) 0 0
Total deferred (3,306) 0 0
Total provision for income taxes $ (2,930) $ 198 $ 224
XML 120 R98.htm IDEA: XBRL DOCUMENT v3.22.1
Income Taxes - Reconciliation of Effective Income Tax Rate (Details)
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Income Tax Disclosure [Abstract]      
Tax at federal statutory rate 21.00% 21.00% 21.00%
State tax rate, net 0.00% 0.00% 0.00%
Permanent differences 0.20% (0.60%) (1.50%)
Warrant and earnout revaluation 20.90% (7.80%) (0.10%)
Stock-based compensation 8.00% (0.20%) (0.20%)
Intangible assets amortization 1.30% 0.00% 0.00%
Change in valuation allowance (45.50%) (13.60%) (21.10%)
Transaction cost (1.20%) 0.00% 0.00%
Research and development tax credits 2.80% 1.10% 1.80%
Section 162(m) executive compensation limitation (5.30%) 0.00% 0.00%
Effective tax rate 2.20% (0.10%) (0.10%)
XML 121 R99.htm IDEA: XBRL DOCUMENT v3.22.1
Income Taxes - Components of the Company's Deferred Income Tax Assets (Liabilities) (Details) - USD ($)
$ in Thousands
Jan. 31, 2022
Jan. 31, 2021
Deferred tax assets:    
Net operating losses $ 199,299 $ 114,154
Research & development credits 25,725 12,054
Deferred revenue 10,691 15,270
Accruals and reserves 10,882 8,102
Stock-based compensation 2,445 980
Operating lease liabilities 7,490 6,999
Total deferred tax assets 256,532 157,559
Less: valuation allowance (240,584) (150,991)
Deferred tax liabilities:    
Depreciation and amortization (177) (375)
Operating lease right-of-use assets (6,550) (6,186)
Acquired intangible assets (26,918) 0
Total deferred tax liabilities (33,645) (6,561)
Net deferred tax liabilities $ (17,697)  
Net deferred tax assets   $ 7
XML 122 R100.htm IDEA: XBRL DOCUMENT v3.22.1
Income Taxes - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Jan. 31, 2019
Income Tax Disclosure [Abstract]        
Increase in valuation allowance $ 89,600 $ 16,700 $ 36,200  
Operating Loss Carryforwards [Line Items]        
Indefinite domestic operating loss carryforward 549,000      
Unrecognized tax benefits 19,238 9,402 $ 10,153 $ 6,884
Domestic Tax Authority        
Operating Loss Carryforwards [Line Items]        
Operating loss carryforwards 737,800 312,600    
Research tax credit carryforward 24,500 $ 23,200    
Operating loss carryforward subject to expiration 17,100      
California        
Operating Loss Carryforwards [Line Items]        
Operating loss carryforward subject to expiration 17,900      
Other States        
Operating Loss Carryforwards [Line Items]        
Operating loss carryforwards 270,900      
Operating loss carryforward subject to expiration $ 4,700      
XML 123 R101.htm IDEA: XBRL DOCUMENT v3.22.1
Income Taxes - Reconciliation of the Beginning and Ending Amount of Gross Unrecognized Tax Benefits (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]      
Unrecognized tax benefits - beginning $ 9,402 $ 10,153 $ 6,884
Gross changes - prior period tax position 2,039    
Gross changes - prior period tax position   (3,620) 0
Gross changes - current period tax position 7,797 2,869 3,269
Unrecognized tax benefits — ending $ 19,238 $ 9,402 $ 10,153
XML 124 R102.htm IDEA: XBRL DOCUMENT v3.22.1
Related Party Transactions - Schedule of Revenue Transactions (Details) - USD ($)
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Related Party Transaction [Line Items]      
Revenue from related parties $ 4,443,000 $ 3,457,000 $ 3,112,000
Daimler      
Related Party Transaction [Line Items]      
Revenue from related parties $ 4,443,000 $ 3,457,000 $ 3,112,000
XML 125 R103.htm IDEA: XBRL DOCUMENT v3.22.1
Related Party Transactions - Narrative (Details) - USD ($)
$ in Millions
Jan. 31, 2022
Jan. 31, 2021
Daimler    
Related Party Transaction [Line Items]    
Related party accounts receivable $ 2.2 $ 1.2
XML 126 R104.htm IDEA: XBRL DOCUMENT v3.22.1
Geographic Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Disaggregation of Revenue [Line Items]      
Total revenue $ 241,006 $ 146,490 $ 144,515
United States      
Disaggregation of Revenue [Line Items]      
Total revenue 205,186 131,571 130,184
Rest of World      
Disaggregation of Revenue [Line Items]      
Total revenue $ 35,820 $ 14,919 $ 14,331
XML 127 R105.htm IDEA: XBRL DOCUMENT v3.22.1
Geographic Information - Long-Lived Assets (Details) - USD ($)
$ in Thousands
Jan. 31, 2022
Jan. 31, 2021
Long Lived Assets Held-for-sale [Line Items]    
Total long-lived assets $ 167,337 $ 51,805
United States    
Long Lived Assets Held-for-sale [Line Items]    
Total long-lived assets 72,026 46,759
Netherlands    
Long Lived Assets Held-for-sale [Line Items]    
Total long-lived assets 87,731 504
Rest of World    
Long Lived Assets Held-for-sale [Line Items]    
Total long-lived assets $ 7,580 $ 4,542
XML 128 R106.htm IDEA: XBRL DOCUMENT v3.22.1
Basic and Diluted Net Loss per Share - Computation of Basic and Diluted Loss per Share (Details) - USD ($)
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Numerator:      
Net income (loss) $ (132,241,000) $ (197,024,000) $ (134,327,000)
Accretion of beneficial conversion feature of redeemable convertible preferred stock 0 (60,377,000) 0
Cumulative undeclared dividends on redeemable convertible preferred stock (4,292,000) (16,799,000) 0
Deemed dividends attributable to vested option holders (51,855,000) 0 0
Deemed dividends attributable to common stock warrant holders (110,635,000) 0 0
Net loss attributable to common stockholders - Basic (299,023,000) (274,200,000) (134,327,000)
Gain attributable to earnout shares issued (84,420,000) 0 0
Change in fair value of dilutive warrants (68,223,000) 0 0
Net loss attributable to common stockholders - Diluted $ (451,666,000) $ (274,200,000) $ (134,327,000)
Denominator:      
Weighted average common shares outstanding (in shares) 297,642,999 15,116,763 8,893,787
Less: Weighted-average unvested restricted shares and shares subject to repurchase (in shares) (221,030) 0 0
Weighted average shares outstanding - Basic (in shares) 297,421,969 15,116,763 8,893,787
Add: Earnout Shares under the treasury stock method (in shares) 3,701,427 0 0
Add: Public and Private Placement Warrants under the treasury stock method (in shares) 1,366,870 0 0
Weighted average shares outstanding - Diluted (in shares) 302,490,266 15,116,763 8,893,787
Net loss per share - Basic (USD per share) $ (1.01) $ (18.14) $ (15.10)
Net loss per share - Diluted (USD per share) $ (1.49) $ (18.14) $ (15.10)
XML 129 R107.htm IDEA: XBRL DOCUMENT v3.22.1
Basic and Diluted Net Loss per Share - Antidilutive Securities (Details) - shares
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Total potentially dilutive common share equivalents 62,809,839 262,337,147 222,205,064
Redeemable convertible preferred stock (on an as-converted basis)      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Total potentially dilutive common share equivalents 0 193,037,715 170,686,661
Options to purchase common stock      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Total potentially dilutive common share equivalents 22,200,869 30,167,178 34,883,465
Unvested restricted common stock      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Total potentially dilutive common share equivalents 0 0 166,100
Restricted stock units      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Total potentially dilutive common share equivalents 4,033,418 0 0
Unvested early exercised common stock options      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Total potentially dilutive common share equivalents 132,180 371,193 58,830
Redeemable convertible preferred stock warrant      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Total potentially dilutive common share equivalents 0 2,358,546 2,358,546
Common stock warrant      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Total potentially dilutive common share equivalents 35,549,024 36,402,515 14,051,462
Employee stock purchase plan      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Total potentially dilutive common share equivalents 894,348 0 0
XML 130 R108.htm IDEA: XBRL DOCUMENT v3.22.1
Basic and Diluted Net Loss per Share - Narrative (Details)
Jan. 31, 2022
Feb. 26, 2021
Jan. 31, 2021
Earnings Per Share [Abstract]      
Recapitalization exchange ratio 0.9966 0.9966 0.9966
XML 131 R109.htm IDEA: XBRL DOCUMENT v3.22.1
Employee Benefit Plans (Details)
 12 Months Ended
Jan. 31, 2022
USD ($)
Retirement Benefits [Abstract]  
401(K) contributions by employer $ 0
XML 132 R110.htm IDEA: XBRL DOCUMENT v3.22.1
Subsequent Events (Details)
$ in Thousands
Feb. 02, 2022
USD ($)
has•to•be | Subsequent Event  
Subsequent Event [Line Items]  
Payments for working capital adjustment $ 2,800
XML 133 R9999.htm IDEA: XBRL DOCUMENT v3.22.1
Label Element Value
Accounting Standards Update [Extensible Enumeration] us-gaap_AccountingStandardsUpdateExtensibleList Accounting Standards Update 2014-09 [Member]
XML 134 chpt-20220131_htm.xml IDEA: XBRL DOCUMENT 0001777393 2021-02-01 2022-01-31 0001777393 2021-07-30 0001777393 2022-03-28 0001777393 2022-01-31 0001777393 2021-01-31 0001777393 us-gaap:ProductMember 2021-02-01 2022-01-31 0001777393 us-gaap:ProductMember 2020-02-01 2021-01-31 0001777393 us-gaap:ProductMember 2019-02-01 2020-01-31 0001777393 us-gaap:LicenseAndServiceMember 2021-02-01 2022-01-31 0001777393 us-gaap:LicenseAndServiceMember 2020-02-01 2021-01-31 0001777393 us-gaap:LicenseAndServiceMember 2019-02-01 2020-01-31 0001777393 us-gaap:ProductAndServiceOtherMember 2021-02-01 2022-01-31 0001777393 us-gaap:ProductAndServiceOtherMember 2020-02-01 2021-01-31 0001777393 us-gaap:ProductAndServiceOtherMember 2019-02-01 2020-01-31 0001777393 2020-02-01 2021-01-31 0001777393 2019-02-01 2020-01-31 0001777393 chpt:RedeemableConvertiblePreferredStockWarrantMember 2021-02-01 2022-01-31 0001777393 chpt:RedeemableConvertiblePreferredStockWarrantMember 2020-02-01 2021-01-31 0001777393 chpt:RedeemableConvertiblePreferredStockWarrantMember 2019-02-01 2020-01-31 0001777393 chpt:CommonStockWarrantMember 2021-02-01 2022-01-31 0001777393 chpt:CommonStockWarrantMember 2020-02-01 2021-01-31 0001777393 chpt:CommonStockWarrantMember 2019-02-01 2020-01-31 0001777393 2019-01-31 0001777393 us-gaap:CommonStockMember 2019-01-31 0001777393 us-gaap:AdditionalPaidInCapitalMember 2019-01-31 0001777393 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-01-31 0001777393 us-gaap:RetainedEarningsMember 2019-01-31 0001777393 2018-02-01 2019-01-31 0001777393 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember us-gaap:RetainedEarningsMember 2019-01-31 0001777393 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember 2019-01-31 0001777393 chpt:SeriesHRedeemableConvertiblePreferredStockMember 2019-02-01 2020-01-31 0001777393 us-gaap:AdditionalPaidInCapitalMember 2019-02-01 2020-01-31 0001777393 us-gaap:CommonStockMember 2019-02-01 2020-01-31 0001777393 us-gaap:RetainedEarningsMember 2019-02-01 2020-01-31 0001777393 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-02-01 2020-01-31 0001777393 2020-01-31 0001777393 us-gaap:CommonStockMember 2020-01-31 0001777393 us-gaap:AdditionalPaidInCapitalMember 2020-01-31 0001777393 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-01-31 0001777393 us-gaap:RetainedEarningsMember 2020-01-31 0001777393 us-gaap:AdditionalPaidInCapitalMember 2020-02-01 2021-01-31 0001777393 us-gaap:CommonStockMember 2020-02-01 2021-01-31 0001777393 us-gaap:RetainedEarningsMember 2020-02-01 2021-01-31 0001777393 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-02-01 2021-01-31 0001777393 us-gaap:CommonStockMember 2021-01-31 0001777393 us-gaap:AdditionalPaidInCapitalMember 2021-01-31 0001777393 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-01-31 0001777393 us-gaap:RetainedEarningsMember 2021-01-31 0001777393 us-gaap:CommonStockMember 2021-02-01 2022-01-31 0001777393 us-gaap:AdditionalPaidInCapitalMember 2021-02-01 2022-01-31 0001777393 us-gaap:RetainedEarningsMember 2021-02-01 2022-01-31 0001777393 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-02-01 2022-01-31 0001777393 us-gaap:CommonStockMember 2022-01-31 0001777393 us-gaap:AdditionalPaidInCapitalMember 2022-01-31 0001777393 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-01-31 0001777393 us-gaap:RetainedEarningsMember 2022-01-31 0001777393 chpt:ViriCitiMember 2021-02-01 2022-01-31 0001777393 chpt:ViriCitiMember 2020-02-01 2021-01-31 0001777393 chpt:ViriCitiMember 2019-02-01 2020-01-31 0001777393 us-gaap:PrivatePlacementMember 2021-02-26 2021-02-26 0001777393 2021-02-01 2021-02-28 0001777393 srt:ScenarioPreviouslyReportedMember 2021-01-31 0001777393 srt:ScenarioPreviouslyReportedMember 2021-10-31 0001777393 srt:ScenarioPreviouslyReportedMember 2021-04-30 0001777393 srt:ScenarioPreviouslyReportedMember 2021-07-31 0001777393 chpt:LargestCustomerMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2020-02-01 2021-01-31 0001777393 srt:MinimumMember us-gaap:FurnitureAndFixturesMember 2021-02-01 2022-01-31 0001777393 srt:MaximumMember us-gaap:FurnitureAndFixturesMember 2021-02-01 2022-01-31 0001777393 srt:MinimumMember us-gaap:ComputerEquipmentMember 2021-02-01 2022-01-31 0001777393 srt:MaximumMember us-gaap:ComputerEquipmentMember 2021-02-01 2022-01-31 0001777393 srt:MinimumMember us-gaap:MachineryAndEquipmentMember 2021-02-01 2022-01-31 0001777393 srt:MaximumMember us-gaap:MachineryAndEquipmentMember 2021-02-01 2022-01-31 0001777393 srt:MinimumMember chpt:ToolingMember 2021-02-01 2022-01-31 0001777393 srt:MaximumMember chpt:ToolingMember 2021-02-01 2022-01-31 0001777393 srt:MinimumMember chpt:OwnedAndOperatedSystemsMember 2021-02-01 2022-01-31 0001777393 srt:MaximumMember chpt:OwnedAndOperatedSystemsMember 2021-02-01 2022-01-31 0001777393 srt:MinimumMember 2021-02-01 2022-01-31 0001777393 srt:MaximumMember 2021-02-01 2022-01-31 0001777393 chpt:PublicWarrantsMember 2021-02-25 0001777393 chpt:PrivateWarrantsMember 2021-02-25 0001777393 chpt:PrivateWarrantsMember 2021-02-26 0001777393 chpt:PublicWarrantsMember us-gaap:CommonClassAMember chpt:SwitchbackMember 2021-02-26 0001777393 chpt:PublicWarrantsMember 2021-02-01 2022-01-31 0001777393 chpt:PrivatePlacementWarrantsMember 2021-02-01 2022-01-31 0001777393 2023-02-01 2022-01-31 0001777393 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2022-01-31 0001777393 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2022-01-31 0001777393 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2022-01-31 0001777393 us-gaap:MoneyMarketFundsMember us-gaap:FairValueMeasurementsRecurringMember 2022-01-31 0001777393 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2022-01-31 0001777393 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2022-01-31 0001777393 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2022-01-31 0001777393 us-gaap:FairValueMeasurementsRecurringMember 2022-01-31 0001777393 chpt:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2022-01-31 0001777393 chpt:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2022-01-31 0001777393 chpt:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2022-01-31 0001777393 chpt:PrivatePlacementWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2022-01-31 0001777393 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2021-01-31 0001777393 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2021-01-31 0001777393 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2021-01-31 0001777393 us-gaap:MoneyMarketFundsMember us-gaap:FairValueMeasurementsRecurringMember 2021-01-31 0001777393 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2021-01-31 0001777393 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2021-01-31 0001777393 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2021-01-31 0001777393 us-gaap:FairValueMeasurementsRecurringMember 2021-01-31 0001777393 chpt:RedeemableConvertiblePreferredStockWarrantMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2021-01-31 0001777393 chpt:RedeemableConvertiblePreferredStockWarrantMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2021-01-31 0001777393 chpt:RedeemableConvertiblePreferredStockWarrantMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2021-01-31 0001777393 chpt:RedeemableConvertiblePreferredStockWarrantMember us-gaap:FairValueMeasurementsRecurringMember 2021-01-31 0001777393 chpt:RedeemableConvertiblePreferredStockWarrantMember us-gaap:FairValueInputsLevel3Member us-gaap:WarrantMember 2019-01-31 0001777393 chpt:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member us-gaap:WarrantMember 2019-01-31 0001777393 us-gaap:FairValueInputsLevel3Member chpt:ContingentConsiderationLiabilityMember 2019-01-31 0001777393 chpt:EarnoutLiabilityViriCityMember us-gaap:FairValueInputsLevel3Member chpt:ContingentConsiderationLiabilityMember 2019-01-31 0001777393 chpt:RedeemableConvertiblePreferredStockWarrantMember us-gaap:FairValueInputsLevel3Member us-gaap:WarrantMember 2019-02-01 2020-01-31 0001777393 chpt:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member us-gaap:WarrantMember 2019-02-01 2020-01-31 0001777393 us-gaap:FairValueInputsLevel3Member chpt:ContingentConsiderationLiabilityMember 2019-02-01 2020-01-31 0001777393 chpt:EarnoutLiabilityViriCityMember us-gaap:FairValueInputsLevel3Member chpt:ContingentConsiderationLiabilityMember 2019-02-01 2020-01-31 0001777393 chpt:RedeemableConvertiblePreferredStockWarrantMember us-gaap:FairValueInputsLevel3Member us-gaap:WarrantMember 2020-01-31 0001777393 chpt:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member us-gaap:WarrantMember 2020-01-31 0001777393 us-gaap:FairValueInputsLevel3Member chpt:ContingentConsiderationLiabilityMember 2020-01-31 0001777393 chpt:EarnoutLiabilityViriCityMember us-gaap:FairValueInputsLevel3Member chpt:ContingentConsiderationLiabilityMember 2020-01-31 0001777393 chpt:RedeemableConvertiblePreferredStockWarrantMember us-gaap:FairValueInputsLevel3Member us-gaap:WarrantMember 2020-02-01 2021-01-31 0001777393 chpt:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member us-gaap:WarrantMember 2020-02-01 2021-01-31 0001777393 us-gaap:FairValueInputsLevel3Member chpt:ContingentConsiderationLiabilityMember 2020-02-01 2021-01-31 0001777393 chpt:EarnoutLiabilityViriCityMember us-gaap:FairValueInputsLevel3Member chpt:ContingentConsiderationLiabilityMember 2020-02-01 2021-01-31 0001777393 chpt:RedeemableConvertiblePreferredStockWarrantMember us-gaap:FairValueInputsLevel3Member us-gaap:WarrantMember 2021-01-31 0001777393 chpt:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member us-gaap:WarrantMember 2021-01-31 0001777393 us-gaap:FairValueInputsLevel3Member chpt:ContingentConsiderationLiabilityMember 2021-01-31 0001777393 chpt:EarnoutLiabilityViriCityMember us-gaap:FairValueInputsLevel3Member chpt:ContingentConsiderationLiabilityMember 2021-01-31 0001777393 chpt:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member us-gaap:WarrantMember 2021-02-01 2022-01-31 0001777393 us-gaap:FairValueInputsLevel3Member chpt:ContingentConsiderationLiabilityMember 2021-02-01 2022-01-31 0001777393 chpt:EarnoutLiabilityViriCityMember us-gaap:FairValueInputsLevel3Member chpt:ContingentConsiderationLiabilityMember 2021-02-01 2022-01-31 0001777393 chpt:RedeemableConvertiblePreferredStockWarrantMember us-gaap:FairValueInputsLevel3Member us-gaap:WarrantMember 2021-02-01 2022-01-31 0001777393 chpt:RedeemableConvertiblePreferredStockWarrantMember us-gaap:FairValueInputsLevel3Member us-gaap:WarrantMember 2022-01-31 0001777393 chpt:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member us-gaap:WarrantMember 2022-01-31 0001777393 us-gaap:FairValueInputsLevel3Member chpt:ContingentConsiderationLiabilityMember 2022-01-31 0001777393 chpt:EarnoutLiabilityViriCityMember us-gaap:FairValueInputsLevel3Member chpt:ContingentConsiderationLiabilityMember 2022-01-31 0001777393 chpt:EarnoutLiabilityViriCityMember 2021-02-01 2022-01-31 0001777393 chpt:SwitchbackMember chpt:SeriesH1RedeemableConvertiblePreferredStockMember 2021-02-26 2021-02-26 0001777393 chpt:SwitchbackMember chpt:SeriesH1RedeemableConvertiblePreferredStockMember 2021-02-26 0001777393 chpt:SwitchbackMember chpt:SeriesHSeriesGSeriesFSeriesEAndSeriesDRedeemableConvertiblePreferredStockMember 2021-02-26 2021-02-26 0001777393 chpt:SwitchbackMember chpt:SeriesHSeriesGSeriesFSeriesEAndSeriesDRedeemableConvertiblePreferredStockMember 2021-02-26 0001777393 chpt:SwitchbackMember chpt:SeriesCRedeemableConvertiblePreferredStockMember 2021-02-26 2021-02-26 0001777393 chpt:SwitchbackMember chpt:SeriesCRedeemableConvertiblePreferredStockMember 2021-02-26 0001777393 chpt:SwitchbackMember chpt:SeriesBConvertibleRedeemablePreferredStockMember 2021-02-26 2021-02-26 0001777393 chpt:SwitchbackMember chpt:SeriesBConvertibleRedeemablePreferredStockMember 2021-02-26 0001777393 chpt:SwitchbackMember chpt:SeriesARedeemableConvertiblePreferredStockMember 2021-02-26 2021-02-26 0001777393 chpt:SwitchbackMember chpt:SeriesARedeemableConvertiblePreferredStockMember 2021-02-26 0001777393 chpt:SwitchbackMember 2021-02-26 0001777393 chpt:SwitchbackMember 2021-02-26 2021-02-26 0001777393 chpt:SwitchbackMember us-gaap:PrivatePlacementMember 2021-02-26 2021-02-26 0001777393 chpt:SwitchbackMember us-gaap:PrivatePlacementMember 2021-02-26 0001777393 chpt:SwitchbackMember chpt:PrivatePlacementWarrantsMember 2021-02-26 2021-02-26 0001777393 chpt:SwitchbackMember chpt:PrivatePlacementWarrantsMember 2021-02-26 0001777393 chpt:SwitchbackMember chpt:SwitchbackMember 2021-02-25 0001777393 chpt:SwitchbackMember chpt:SwitchbackMember 2021-02-26 2021-02-26 0001777393 chpt:SwitchbackMember 2021-02-25 0001777393 chpt:SwitchbackMember us-gaap:AdditionalPaidInCapitalMember 2021-02-26 2021-02-26 0001777393 chpt:ViriCitiMember 2021-08-11 2021-08-11 0001777393 chpt:ViriCitiMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputPriceVolatilityMember 2022-01-31 0001777393 chpt:ViriCitiMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputPriceVolatilityMember 2021-08-11 0001777393 chpt:ViriCitiMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputRiskFreeInterestRateMember 2022-01-31 0001777393 chpt:ViriCitiMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputRiskFreeInterestRateMember 2021-08-11 0001777393 chpt:ViriCitiMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedTermMember 2022-01-31 0001777393 chpt:ViriCitiMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedTermMember 2021-08-11 0001777393 chpt:ViriCitiMember 2021-08-11 0001777393 chpt:ViriCitiMember us-gaap:CustomerRelationshipsMember 2021-08-11 0001777393 chpt:ViriCitiMember us-gaap:TechnologyBasedIntangibleAssetsMember 2021-08-11 0001777393 chpt:HTBMember 2021-10-06 2021-10-06 0001777393 chpt:HTBMember 2021-10-06 0001777393 chpt:HasToBeMember us-gaap:SubsequentEventMember 2022-02-02 2022-02-02 0001777393 chpt:HTBMember us-gaap:CustomerRelationshipsMember 2021-10-06 0001777393 chpt:HTBMember us-gaap:TechnologyBasedIntangibleAssetsMember 2021-10-06 0001777393 chpt:HTBMember 2021-02-01 2022-01-31 0001777393 chpt:HTBMember 2020-02-01 2021-01-31 0001777393 chpt:ChargepointMember 2021-02-01 2022-01-31 0001777393 chpt:ChargepointMember 2020-02-01 2021-01-31 0001777393 chpt:ChargepointAndHTBMember 2021-02-01 2022-01-31 0001777393 chpt:ChargepointAndHTBMember 2020-02-01 2021-01-31 0001777393 chpt:ViriCitiMember us-gaap:CustomerRelationshipsMember 2022-01-31 0001777393 chpt:ViriCitiMember us-gaap:CustomerRelationshipsMember 2021-02-01 2022-01-31 0001777393 chpt:ViriCitiMember us-gaap:TechnologyBasedIntangibleAssetsMember 2022-01-31 0001777393 chpt:ViriCitiMember us-gaap:TechnologyBasedIntangibleAssetsMember 2021-02-01 2022-01-31 0001777393 chpt:HTBMember us-gaap:CustomerRelationshipsMember 2022-01-31 0001777393 chpt:HTBMember us-gaap:CustomerRelationshipsMember 2021-02-01 2022-01-31 0001777393 chpt:HTBMember us-gaap:TechnologyBasedIntangibleAssetsMember 2022-01-31 0001777393 chpt:HTBMember us-gaap:TechnologyBasedIntangibleAssetsMember 2021-02-01 2022-01-31 0001777393 2021-11-01 2022-01-31 0001777393 us-gaap:FurnitureAndFixturesMember 2022-01-31 0001777393 us-gaap:FurnitureAndFixturesMember 2021-01-31 0001777393 chpt:ComputersAndSoftwareMember 2022-01-31 0001777393 chpt:ComputersAndSoftwareMember 2021-01-31 0001777393 us-gaap:MachineryAndEquipmentMember 2022-01-31 0001777393 us-gaap:MachineryAndEquipmentMember 2021-01-31 0001777393 chpt:ToolingMember 2022-01-31 0001777393 chpt:ToolingMember 2021-01-31 0001777393 us-gaap:LeaseholdImprovementsMember 2022-01-31 0001777393 us-gaap:LeaseholdImprovementsMember 2021-01-31 0001777393 chpt:OwnedAndOperatedSystemsMember 2022-01-31 0001777393 chpt:OwnedAndOperatedSystemsMember 2021-01-31 0001777393 us-gaap:ConstructionInProgressMember 2022-01-31 0001777393 us-gaap:ConstructionInProgressMember 2021-01-31 0001777393 srt:MinimumMember 2022-01-31 0001777393 srt:MaximumMember 2022-01-31 0001777393 us-gaap:MediumTermNotesMember chpt:Loan2018Member us-gaap:LineOfCreditMember 2018-07-31 0001777393 us-gaap:MediumTermNotesMember chpt:Loan2018Member us-gaap:LineOfCreditMember 2022-01-31 0001777393 us-gaap:MediumTermNotesMember chpt:Loan2018Member us-gaap:LineOfCreditMember 2018-07-01 2018-07-31 0001777393 us-gaap:MediumTermNotesMember chpt:Loan2018Member us-gaap:LineOfCreditMember us-gaap:LondonInterbankOfferedRateLIBORMember 2018-07-01 2018-07-31 0001777393 us-gaap:MediumTermNotesMember chpt:Loan2018Member us-gaap:LineOfCreditMember 2021-02-01 2022-01-31 0001777393 us-gaap:MediumTermNotesMember chpt:Loan2018Member us-gaap:LineOfCreditMember 2020-02-01 2021-01-31 0001777393 us-gaap:MediumTermNotesMember chpt:Loan2018Member us-gaap:LineOfCreditMember 2019-02-01 2020-01-31 0001777393 us-gaap:LineOfCreditMember 2021-03-01 2021-03-31 0001777393 chpt:SeriesH1RedeemableConvertiblePreferredStockMember 2020-02-01 2021-01-31 0001777393 chpt:CommonStockWarrantExpiresIn2030Member 2021-01-31 0001777393 chpt:SeriesARedeemableConvertiblePreferredStockMember 2021-01-31 0001777393 chpt:SeriesBConvertibleRedeemablePreferredStockMember 2021-01-31 0001777393 chpt:SeriesCRedeemableConvertiblePreferredStockMember 2021-01-31 0001777393 chpt:SeriesDRedeemableConvertiblePreferredStockMember 2021-01-31 0001777393 chpt:SeriesERedeemableConvertiblePreferredStockMember 2021-01-31 0001777393 chpt:SeriesFRedeemableConvertiblePreferredStockMember 2021-01-31 0001777393 chpt:SeriesGRedeemableConvertiblePreferredStockMember 2021-01-31 0001777393 chpt:SeriesHRedeemableConvertiblePreferredStockMember 2021-01-31 0001777393 chpt:SeriesH1RedeemableConvertiblePreferredStockMember 2021-01-31 0001777393 chpt:SeriesARedeemableConvertiblePreferredStockMember 2020-01-31 0001777393 chpt:SeriesBConvertibleRedeemablePreferredStockMember 2020-01-31 0001777393 chpt:SeriesCRedeemableConvertiblePreferredStockMember 2020-01-31 0001777393 chpt:SeriesDRedeemableConvertiblePreferredStockMember 2020-01-31 0001777393 chpt:SeriesERedeemableConvertiblePreferredStockMember 2020-01-31 0001777393 chpt:SeriesFRedeemableConvertiblePreferredStockMember 2020-01-31 0001777393 chpt:SeriesGRedeemableConvertiblePreferredStockMember 2020-01-31 0001777393 chpt:SeriesHRedeemableConvertiblePreferredStockMember 2020-01-31 0001777393 chpt:SeriesARedeemableConvertiblePreferredStockMember 2022-01-31 0001777393 chpt:SeriesBConvertibleRedeemablePreferredStockMember 2022-01-31 0001777393 chpt:SeriesCRedeemableConvertiblePreferredStockMember 2022-01-31 0001777393 chpt:SeriesDRedeemableConvertiblePreferredStockMember 2022-01-31 0001777393 chpt:SeriesERedeemableConvertiblePreferredStockMember 2022-01-31 0001777393 chpt:SeriesFRedeemableConvertiblePreferredStockMember 2022-01-31 0001777393 chpt:SeriesGRedeemableConvertiblePreferredStockMember 2022-01-31 0001777393 chpt:SeriesHRedeemableConvertiblePreferredStockMember 2022-01-31 0001777393 chpt:SeriesH1RedeemableConvertiblePreferredStockMember 2022-01-31 0001777393 chpt:SeriesARedeemableConvertiblePreferredStockMember 2021-02-01 2022-01-31 0001777393 chpt:SeriesBConvertibleRedeemablePreferredStockMember 2021-02-01 2022-01-31 0001777393 chpt:SeriesCRedeemableConvertiblePreferredStockMember 2021-02-01 2022-01-31 0001777393 chpt:SeriesDRedeemableConvertiblePreferredStockMember 2021-02-01 2022-01-31 0001777393 chpt:SeriesERedeemableConvertiblePreferredStockMember 2021-02-01 2022-01-31 0001777393 chpt:SeriesFRedeemableConvertiblePreferredStockMember 2021-02-01 2022-01-31 0001777393 chpt:SeriesGRedeemableConvertiblePreferredStockMember 2021-02-01 2022-01-31 0001777393 chpt:SeriesHRedeemableConvertiblePreferredStockMember 2021-02-01 2022-01-31 0001777393 chpt:SeriesH1RedeemableConvertiblePreferredStockMember 2021-02-01 2022-01-31 0001777393 us-gaap:AdditionalPaidInCapitalMember 2021-02-26 2021-02-26 0001777393 2021-02-26 2021-02-26 0001777393 2021-02-26 0001777393 2021-02-25 0001777393 us-gaap:CumulativePreferredStockMember 2022-01-31 0001777393 us-gaap:CumulativePreferredStockMember 2021-01-31 0001777393 us-gaap:EmployeeStockOptionMember 2022-01-31 0001777393 us-gaap:EmployeeStockOptionMember 2021-01-31 0001777393 us-gaap:RestrictedStockUnitsRSUMember 2022-01-31 0001777393 us-gaap:RestrictedStockUnitsRSUMember 2021-01-31 0001777393 chpt:RedeemableConvertiblePreferredStockWarrantMember 2022-01-31 0001777393 chpt:RedeemableConvertiblePreferredStockWarrantMember 2021-01-31 0001777393 chpt:CommonStockWarrantMember 2022-01-31 0001777393 chpt:CommonStockWarrantMember 2021-01-31 0001777393 us-gaap:EmployeeStockMember chpt:StockOptionPlan2017Member 2022-01-31 0001777393 us-gaap:EmployeeStockMember chpt:StockOptionPlan2017Member 2021-01-31 0001777393 chpt:StockOptionPlan2021Member 2022-01-31 0001777393 chpt:StockOptionPlan2021Member 2021-01-31 0001777393 us-gaap:EmployeeStockMember 2022-01-31 0001777393 us-gaap:EmployeeStockMember 2021-01-31 0001777393 chpt:SeriesBDEPreferredStockMember chpt:RedeemableConvertiblePreferredStockWarrantsMember 2021-07-31 0001777393 chpt:RedeemableConvertiblePreferredStockWarrantMember us-gaap:MeasurementInputPriceVolatilityMember 2021-02-26 0001777393 chpt:RedeemableConvertiblePreferredStockWarrantMember us-gaap:MeasurementInputPriceVolatilityMember 2021-01-31 0001777393 chpt:RedeemableConvertiblePreferredStockWarrantMember us-gaap:MeasurementInputPriceVolatilityMember 2020-01-31 0001777393 chpt:RedeemableConvertiblePreferredStockWarrantMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2021-02-26 0001777393 chpt:RedeemableConvertiblePreferredStockWarrantMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2021-01-31 0001777393 chpt:RedeemableConvertiblePreferredStockWarrantMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2020-01-31 0001777393 chpt:RedeemableConvertiblePreferredStockWarrantMember us-gaap:MeasurementInputExpectedDividendRateMember 2021-02-26 0001777393 chpt:RedeemableConvertiblePreferredStockWarrantMember us-gaap:MeasurementInputExpectedDividendRateMember 2021-01-31 0001777393 chpt:RedeemableConvertiblePreferredStockWarrantMember us-gaap:MeasurementInputExpectedDividendRateMember 2020-01-31 0001777393 chpt:RedeemableConvertiblePreferredStockWarrantMember us-gaap:MeasurementInputExpectedTermMember 2021-02-26 0001777393 chpt:RedeemableConvertiblePreferredStockWarrantMember us-gaap:MeasurementInputExpectedTermMember 2021-01-31 0001777393 chpt:RedeemableConvertiblePreferredStockWarrantMember us-gaap:MeasurementInputExpectedTermMember 2020-01-31 0001777393 chpt:LegacyChargepointMember us-gaap:PreferredStockMember 2022-01-31 0001777393 chpt:LegacyChargepointMember us-gaap:CommonStockMember 2022-01-31 0001777393 us-gaap:CommonStockMember 2021-02-26 0001777393 chpt:LegacyChargepointMember chpt:LegacyCommonAndPreferredStockWarrantsMember us-gaap:CommonStockMember 2021-02-01 2022-01-31 0001777393 chpt:LegacyChargepointMember us-gaap:CommonStockMember 2021-02-01 2022-01-31 0001777393 chpt:LegacyCommonAndPreferredStockWarrantsMember 2021-02-01 2022-01-31 0001777393 chpt:CommonStockWarrantExpiresIn2030Member 2022-01-31 0001777393 srt:MinimumMember chpt:CommonStockWarrantExpiresIn2030Member 2022-01-31 0001777393 srt:MaximumMember chpt:CommonStockWarrantExpiresIn2030Member 2022-01-31 0001777393 chpt:CommonStockWarrantExpiresIn2028Through2030Member 2022-01-31 0001777393 chpt:CommonStockWarrantExpiresIn2030Member 2021-02-26 0001777393 srt:MinimumMember chpt:CommonStockWarrantExpiresIn2030Member 2021-01-31 0001777393 srt:MaximumMember chpt:CommonStockWarrantExpiresIn2030Member 2021-01-31 0001777393 chpt:CommonStockWarrantExpiresIn2028Through2030Member 2021-02-26 0001777393 chpt:CommonStockWarrantMember 2021-02-26 0001777393 chpt:CommonStockWarrantExpiresIn2028Through2030Member 2021-01-31 0001777393 chpt:PrivatePlacementWarrantsMember 2022-01-31 0001777393 chpt:PrivatePlacementWarrantsMember us-gaap:MeasurementInputSharePriceMember 2022-01-31 0001777393 chpt:PrivatePlacementWarrantsMember us-gaap:MeasurementInputSharePriceMember 2021-02-26 0001777393 chpt:PrivatePlacementWarrantsMember us-gaap:MeasurementInputExercisePriceMember 2022-01-31 0001777393 chpt:PrivatePlacementWarrantsMember us-gaap:MeasurementInputExercisePriceMember 2021-02-26 0001777393 chpt:PrivatePlacementWarrantsMember us-gaap:MeasurementInputExpectedTermMember 2022-01-31 0001777393 chpt:PrivatePlacementWarrantsMember us-gaap:MeasurementInputExpectedTermMember 2021-02-26 0001777393 chpt:PrivatePlacementWarrantsMember us-gaap:MeasurementInputPriceVolatilityMember 2022-01-31 0001777393 chpt:PrivatePlacementWarrantsMember us-gaap:MeasurementInputPriceVolatilityMember 2021-02-26 0001777393 chpt:PrivatePlacementWarrantsMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2022-01-31 0001777393 chpt:PrivatePlacementWarrantsMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2021-02-26 0001777393 chpt:PrivatePlacementWarrantsMember us-gaap:MeasurementInputExpectedDividendRateMember 2022-01-31 0001777393 chpt:PrivatePlacementWarrantsMember us-gaap:MeasurementInputExpectedDividendRateMember 2021-02-26 0001777393 chpt:PublicWarrantsMember 2021-06-04 0001777393 chpt:PublicWarrantsMember 2021-07-06 2021-07-06 0001777393 chpt:PublicWarrantsMember 2021-07-06 0001777393 chpt:PublicWarrantsMember 2022-01-31 0001777393 chpt:LegacyCommonAndPreferredStockWarrantsMember 2021-01-31 0001777393 chpt:PrivatePlacementWarrantsMember 2021-01-31 0001777393 chpt:PublicWarrantsMember 2021-01-31 0001777393 chpt:LegacyCommonAndPreferredStockWarrantsMember 2022-01-31 0001777393 chpt:LegacyChargePointSharesMember 2021-02-26 2021-02-26 0001777393 chpt:EarnoutTriggeringEventMember chpt:SharePriceGreaterOrEqualFifteenUsdMemberMember us-gaap:CommonStockMember 2022-01-31 0001777393 chpt:EarnoutTriggeringEventMember chpt:SharePriceGreaterOrEqualTwentyUsdMember 2022-01-31 0001777393 chpt:EarnoutTriggeringEventMember chpt:SharePriceGreaterOrEqualThirtyUsdMember us-gaap:CommonStockMember 2022-01-31 0001777393 chpt:EarnoutSharesMember 2021-02-26 0001777393 us-gaap:MeasurementInputSharePriceMember 2021-03-12 0001777393 us-gaap:MeasurementInputSharePriceMember 2021-02-26 0001777393 us-gaap:MeasurementInputPriceVolatilityMember 2021-03-12 0001777393 us-gaap:MeasurementInputPriceVolatilityMember 2021-02-26 0001777393 us-gaap:MeasurementInputRiskFreeInterestRateMember 2021-03-12 0001777393 us-gaap:MeasurementInputRiskFreeInterestRateMember 2021-02-26 0001777393 us-gaap:MeasurementInputExpectedDividendRateMember 2021-03-12 0001777393 us-gaap:MeasurementInputExpectedDividendRateMember 2021-02-26 0001777393 us-gaap:MeasurementInputExpectedTermMember 2021-03-12 0001777393 us-gaap:MeasurementInputExpectedTermMember 2021-02-26 0001777393 2021-03-12 2021-03-12 0001777393 2021-03-19 0001777393 chpt:TriggeringEvent15And20VWAPPerShareThresholdsMember 2021-03-12 0001777393 srt:MinimumMember chpt:TriggeringEvent15And20VWAPPerShareThresholdsMember 2021-02-26 0001777393 srt:MaximumMember chpt:TriggeringEvent15And20VWAPPerShareThresholdsMember 2021-02-26 0001777393 chpt:TriggeringEvent30VWAPPerShareThresholdMember 2021-03-12 0001777393 chpt:TriggeringEvent30VWAPPerShareThresholdMember 2021-02-26 0001777393 2021-06-29 2021-06-29 0001777393 chpt:TriggeringEvent30VWAPPerShareThresholdMember 2021-06-29 0001777393 2021-07-01 0001777393 chpt:CostOfGoodsAndServicesSoldMember 2021-02-01 2022-01-31 0001777393 chpt:CostOfGoodsAndServicesSoldMember 2020-02-01 2021-01-31 0001777393 chpt:CostOfGoodsAndServicesSoldMember 2019-02-01 2020-01-31 0001777393 us-gaap:ResearchAndDevelopmentExpenseMember 2021-02-01 2022-01-31 0001777393 us-gaap:ResearchAndDevelopmentExpenseMember 2020-02-01 2021-01-31 0001777393 us-gaap:ResearchAndDevelopmentExpenseMember 2019-02-01 2020-01-31 0001777393 us-gaap:SellingAndMarketingExpenseMember 2021-02-01 2022-01-31 0001777393 us-gaap:SellingAndMarketingExpenseMember 2020-02-01 2021-01-31 0001777393 us-gaap:SellingAndMarketingExpenseMember 2019-02-01 2020-01-31 0001777393 us-gaap:GeneralAndAdministrativeExpenseMember 2021-02-01 2022-01-31 0001777393 us-gaap:GeneralAndAdministrativeExpenseMember 2020-02-01 2021-01-31 0001777393 us-gaap:GeneralAndAdministrativeExpenseMember 2019-02-01 2020-01-31 0001777393 us-gaap:EmployeeStockOptionMember 2021-02-01 2022-01-31 0001777393 us-gaap:EmployeeStockOptionMember 2020-02-01 2021-01-31 0001777393 us-gaap:EmployeeStockOptionMember 2019-02-01 2020-01-31 0001777393 us-gaap:EmployeeStockMember 2021-02-01 2022-01-31 0001777393 us-gaap:EmployeeStockMember 2020-02-01 2021-01-31 0001777393 us-gaap:EmployeeStockMember 2019-02-01 2020-01-31 0001777393 us-gaap:RestrictedStockUnitsRSUMember 2021-02-01 2022-01-31 0001777393 us-gaap:RestrictedStockUnitsRSUMember 2020-02-01 2021-01-31 0001777393 us-gaap:RestrictedStockUnitsRSUMember 2019-02-01 2020-01-31 0001777393 chpt:EquityIncentivePlan2021Member 2021-02-25 2021-02-25 0001777393 chpt:EquityIncentivePlan2021Member 2021-02-25 0001777393 chpt:StockOptionPlan2021Member 2021-02-01 2022-01-31 0001777393 chpt:StockPlan2017Member 2022-01-31 0001777393 chpt:StockPlan2007Member 2022-01-31 0001777393 srt:ChiefExecutiveOfficerMember chpt:StockPlan2017Member 2020-06-01 2020-06-30 0001777393 srt:ChiefExecutiveOfficerMember chpt:StockPlan2017Member 2022-01-31 0001777393 srt:ChiefExecutiveOfficerMember chpt:StockPlan2017Member 2021-01-31 0001777393 srt:ChiefExecutiveOfficerMember us-gaap:EmployeeStockOptionMember chpt:StockPlan2017Member 2021-02-01 2022-01-31 0001777393 us-gaap:EmployeeStockOptionMember chpt:StockPlan2017Member 2021-02-01 2022-01-31 0001777393 us-gaap:EmployeeStockOptionMember chpt:StockPlan2017Member 2020-02-01 2021-01-31 0001777393 us-gaap:EmployeeStockOptionMember chpt:StockPlan2017Member 2019-02-01 2020-01-31 0001777393 srt:MinimumMember us-gaap:EmployeeStockOptionMember 2020-02-01 2021-01-31 0001777393 srt:MaximumMember us-gaap:EmployeeStockOptionMember 2020-02-01 2021-01-31 0001777393 srt:MinimumMember us-gaap:EmployeeStockOptionMember 2019-02-01 2020-01-31 0001777393 srt:MaximumMember us-gaap:EmployeeStockOptionMember 2019-02-01 2020-01-31 0001777393 srt:MinimumMember us-gaap:EmployeeStockMember 2021-02-01 2022-01-31 0001777393 srt:MaximumMember us-gaap:EmployeeStockMember 2021-02-01 2022-01-31 0001777393 us-gaap:DomesticCountryMember 2022-01-31 0001777393 us-gaap:DomesticCountryMember 2021-01-31 0001777393 us-gaap:StateAndLocalJurisdictionMember 2022-01-31 0001777393 chpt:CaliforniaTaxAuthorityMember 2022-01-31 0001777393 srt:AffiliatedEntityMember 2021-02-01 2022-01-31 0001777393 srt:AffiliatedEntityMember 2020-02-01 2021-01-31 0001777393 srt:AffiliatedEntityMember 2019-02-01 2020-01-31 0001777393 srt:AffiliatedEntityMember 2022-01-31 0001777393 srt:AffiliatedEntityMember 2021-01-31 0001777393 country:US 2021-02-01 2022-01-31 0001777393 country:US 2020-02-01 2021-01-31 0001777393 country:US 2019-02-01 2020-01-31 0001777393 us-gaap:NonUsMember 2021-02-01 2022-01-31 0001777393 us-gaap:NonUsMember 2020-02-01 2021-01-31 0001777393 us-gaap:NonUsMember 2019-02-01 2020-01-31 0001777393 country:US 2022-01-31 0001777393 country:US 2021-01-31 0001777393 country:NL 2022-01-31 0001777393 country:NL 2021-01-31 0001777393 us-gaap:NonUsMember 2022-01-31 0001777393 us-gaap:NonUsMember 2021-01-31 0001777393 us-gaap:RedeemableConvertiblePreferredStockMember 2021-02-01 2022-01-31 0001777393 us-gaap:RedeemableConvertiblePreferredStockMember 2020-02-01 2021-01-31 0001777393 us-gaap:RedeemableConvertiblePreferredStockMember 2019-02-01 2020-01-31 0001777393 us-gaap:EmployeeStockOptionMember 2021-02-01 2022-01-31 0001777393 us-gaap:EmployeeStockOptionMember 2020-02-01 2021-01-31 0001777393 us-gaap:EmployeeStockOptionMember 2019-02-01 2020-01-31 0001777393 chpt:UnvestedRestrictedCommonStockMember 2021-02-01 2022-01-31 0001777393 chpt:UnvestedRestrictedCommonStockMember 2020-02-01 2021-01-31 0001777393 chpt:UnvestedRestrictedCommonStockMember 2019-02-01 2020-01-31 0001777393 us-gaap:RestrictedStockUnitsRSUMember 2021-02-01 2022-01-31 0001777393 us-gaap:RestrictedStockUnitsRSUMember 2020-02-01 2021-01-31 0001777393 us-gaap:RestrictedStockUnitsRSUMember 2019-02-01 2020-01-31 0001777393 chpt:ShareBasedPaymentArrangementOptionsUnvestedEarlyExercisedMember 2021-02-01 2022-01-31 0001777393 chpt:ShareBasedPaymentArrangementOptionsUnvestedEarlyExercisedMember 2020-02-01 2021-01-31 0001777393 chpt:ShareBasedPaymentArrangementOptionsUnvestedEarlyExercisedMember 2019-02-01 2020-01-31 0001777393 chpt:RedeemableConvertiblePreferredStockWarrantMember 2021-02-01 2022-01-31 0001777393 chpt:RedeemableConvertiblePreferredStockWarrantMember 2020-02-01 2021-01-31 0001777393 chpt:RedeemableConvertiblePreferredStockWarrantMember 2019-02-01 2020-01-31 0001777393 chpt:CommonStockWarrantMember 2021-02-01 2022-01-31 0001777393 chpt:CommonStockWarrantMember 2020-02-01 2021-01-31 0001777393 chpt:CommonStockWarrantMember 2019-02-01 2020-01-31 0001777393 us-gaap:EmployeeStockMember 2021-02-01 2022-01-31 0001777393 us-gaap:EmployeeStockMember 2020-02-01 2021-01-31 0001777393 us-gaap:EmployeeStockMember 2019-02-01 2020-01-31 iso4217:USD shares iso4217:USD shares pure chpt:segment chpt:day chpt:director chpt:vote false 2022 FY 0001777393 240 East Hacienda Avenue Campbell CA http://fasb.org/us-gaap/2021-01-31#AccountingStandardsUpdate201409Member http://chargepoint.com/20220131#AccruedLiabilitiesAndOtherLiabilitiesCurrent http://chargepoint.com/20220131#AccruedLiabilitiesAndOtherLiabilitiesCurrent P1Y P1Y P1Y P5Y P10Y 10-K true 2022-01-31 --01-31 false 001-39004 ChargePoint Holdings, Inc. DE 84-1747686 240 East Hacienda Avenue Campbell CA 95008 408 841-4500 Common Stock, par value $0.0001 CHPT NYSE No No Yes Yes Large Accelerated Filer false false true false 3100000000 335940082 Portions of the Registrant’s definitive proxy statement relating to its 2022 annual meeting of shareholders (the “2022 Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2022 Proxy Statement will be filed with the U.S. Securities Exchange Commission within 120 days after the end of the fiscal year to which this report relates. 167000000 315600000 238 PricewaterhouseCoopers LLP San Jose, California 315235000 145491000 400000 400000 5584000 2000000 75939000 35075000 35879000 33592000 36603000 12074000 464056000 226632000 34593000 29988000 107209000 0 25535000 21817000 218484000 1215000 6020000 10468000 855897000 290120000 27576000 19784000 84328000 47162000 77142000 40934000 0 10208000 189046000 118088000 69666000 48896000 0 24686000 25370000 22459000 17697000 0 0 75843000 7104000 972000 308883000 290944000 0.0001 0.0001 0 185180248 0 0 182934257 182934257 0 710347000 0 615697000 0.0001 0.0001 1000000000 299771284 334760615 334760615 22961032 22961032 33000 2000 0.0001 0.0001 10000000 0 0 0 0 0 0 0 1366855000 62736000 -8219000 155000 -811655000 -679414000 547014000 -616521000 855897000 290120000 173850000 91893000 101012000 53512000 40563000 28930000 13644000 14034000 14573000 241006000 146490000 144515000 147313000 87083000 105940000 31190000 20385000 16244000 8970000 6073000 4289000 187473000 113541000 126473000 53533000 32949000 18042000 145043000 75017000 69464000 92550000 53002000 56997000 81380000 25922000 23945000 318973000 153941000 150406000 -265440000 -120992000 -132364000 98000 315000 3245000 1502000 3253000 3544000 -9237000 73125000 875000 -47822000 0 0 -84420000 0 0 -7031000 0 0 -2775000 229000 -565000 -135171000 -196826000 -134103000 -2930000 198000 224000 -132241000 -197024000 -134327000 0 60377000 0 4292000 16799000 0 51855000 0 0 110635000 0 0 -299023000 -274200000 -134327000 84420000 0 0 -68223000 0 0 -451666000 -274200000 -134327000 297421969 15116763 8893787 302490266 15116763 8893787 -1.01 -18.14 -15.10 -1.49 -18.14 -15.10 -132241000 -197024000 -134327000 -8374000 141000 131000 0 0 23000 0 -23000 0 -8374000 118000 154000 -140615000 -196906000 -134173000 157948553 505485000 7087949 1000 14993000 -117000 -350252000 -335375000 2189000 2189000 100000 2634650 14756000 185000 185000 4795588 2201000 2201000 34881 15000 15000 2937000 2937000 -134327000 -134327000 154000 154000 160583203 520241000 11918418 1000 20331000 37000 -482390000 -462021000 22351054 95456000 31547000 31547000 60377000 60377000 60377000 60377000 60377000 60377000 10363603 1000 5643000 5644000 679011 268000 268000 4947000 4947000 -197024000 -197024000 118000 118000 182934257 615697000 22961032 2000 62736000 155000 -679414000 -616521000 182934257 615697000 194060336 20000 615677000 615697000 8620607 4516000 4516000 66606000 66606000 60746989 6000 200460000 200466000 16364810 1000 352612000 352613000 5695176 1000 102057000 102058000 26313253 3000 480222000 480225000 -828180000 -828180000 242640000 242640000 178000 178000 1588 67331000 67331000 -132241000 -132241000 -8374000 -8374000 0 0 334760615 33000 1366855000 -8219000 -811655000 547014000 -132241000 -197024000 -134327000 16457000 10083000 7698000 4244000 3762000 3121000 67331000 4947000 2937000 1786000 1206000 675000 7031000 0 0 -47822000 0 0 -9237000 73125000 875000 -84420000 0 0 2266000 0 0 -3306000 0 0 -3680000 -1858000 -2014000 38388000 -3292000 8702000 1991000 9585000 1472000 23941000 8914000 2961000 -3460000 -2815000 -1181000 7933000 -493000 15704000 21619000 11556000 93000 55281000 17156000 27590000 -157178000 -91846000 -87936000 16410000 11484000 14885000 0 0 179514000 0 47014000 132500000 205330000 0 0 -221740000 35530000 -61899000 0 95456000 14756000 118864000 0 0 511646000 0 0 20895000 0 0 36051000 0 0 0 31547000 185000 32468000 0 0 3675000 0 0 0 4003000 0 4916000 5913000 2217000 549687000 128913000 17158000 -1025000 141000 132000 169744000 72738000 -132545000 145891000 73153000 205698000 315635000 145891000 73153000 346000 2801000 3414000 268000 172000 153000 0 60377000 0 0 1685000 0 7991000 2118000 2906000 0 12867000 0 660000 647000 1287000 178000 268000 15000 615697000 0 0 66606000 0 0 828180000 0 0 242640000 0 0 102057000 0 0 Description of Business and Basis of Presentation<div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">ChargePoint Holdings, Inc. (“ChargePoint” or the “Company”, “it”, “its”) designs, develops and markets networked electric vehicle (“EV”) charging system infrastructure (“Networked Charging Systems”) and cloud-based services which enable consumers the ability to locate, reserve, authenticate and transact EV charging sessions (“Cloud” or “Cloud Services”). As part of ChargePoint’s Networked Charging Systems, subscriptions and other offerings, it provides 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.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">On September 23, 2020, ChargePoint, Inc. entered into a merger agreement (the “Merger Agreement”) with Switchback Energy Acquisition Corporation (“Switchback”).</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">On February 26, 2021 (the “Closing Date”), Switchback consummated the previously announced transactions contemplated by the Merger Agreement pursuant to which Lightning Merger Sub Inc., a wholly owned subsidiary of Switchback incorporated in the State of Delaware (“Merger Sub”), merged with ChargePoint, Inc., a Delaware corporation (“Legacy ChargePoint”); Legacy ChargePoint survived as a wholly-owned subsidiary of Switchback (the “Merger” and, collectively with the other transactions described in the Merger Agreement, the “Reverse Recapitalization”). On the Closing Date, and in connection with the closing of the Merger (the “Closing”), Switchback changed its name to ChargePoint Holdings, Inc.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">In addition, as part of the Merger, certain investors purchased an aggregate of 22,500,000 shares of common stock (“PIPE Investors”) concurrently with the Closing for an aggregate purchase price of $225.0 million.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company’s fiscal year ends on January 31. References to fiscal years 2022, 2021, and 2020 relate to the fiscal years ended January 31, 2022, January 31, 2021, and January 31, 2020, respectively.</span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Basis of Presentation</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company’s consolidated financial statements have been prepared on the basis of continuity of operations, the realization of assets, and the satisfaction of liabilities in the ordinary course of business. Since inception, the Company has been engaged in developing its product offerings, raising capital, and recruiting personnel and it has incurred net operating losses and negative cash flows from operations in every year since inception and expects this to continue for the foreseeable future. As of January 31, 2022, the Company had an accumulated deficit of $811.7 million. </span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company has funded its operations primarily with proceeds from the issuance of redeemable convertible preferred stock, exercise proceeds from options and warrants, borrowings under its loan facilities, and proceeds from the Merger. In February 2021, the Company received cash proceeds of $484.1 million from the Merger. The Company had cash, cash equivalents, and restricted cash of $315.6 million as of January 31, 2022.As of the date on which these consolidated financial statements were issued, the Company believes that its cash on hand, together with cash generated from sales to customers, will satisfy its working capital and capital requirements for at least the next twelve months following the issuance of the consolidated financial statements. If adequate funds are not available to the Company on a timely basis, it may be required to delay, limit, reduce, or terminate certain commercial efforts, or pursue merger or acquisition strategies, all of which could adversely affect the holdings or the rights of the Company’s stockholders. </span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Revision of Prior Period Financial Disclosure</span></div><div><span><br/></span></div><div style="text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Management determined that the Company had incorrectly reported the liquidation preference value of its redeemable convertible preferred stock in its consolidated financial statements as of January 31, 2021 as $693.5 million, as included in its annual consolidated financial statements filed on Form 8-K/A on April 1, 2021. Additionally, this liquidation preference value as of January 31, 2021 was incorrectly reported as $17,493.0 million in its condensed consolidated balance sheets included in the first, second and third quarter of fiscal 2022 as filed in its respective Quarterly Reports on Form 10-Q. These errors were due to a clerical error and the correct liquidation preference value as of January 31, 2021 should have been reported as $710.3 million. This error did not impact the statement of operations, statement of cash flows, consolidated statements of redeemable convertible preferred stock and stockholders’ equity (deficit) or related footnotes to the consolidated financial statements. Additionally, all of the redeemable convertible preferred stock was converted to common stock in the Reverse Recapitalization on February 26, 2021, and the redeemable convertible preferred stock and its liquidation preference value ceased to exist at that time. The Company assessed the materiality of the misstatement and concluded the </span></div>misstatements were immaterial to the previously issued annual consolidated financial statements for the period ending January 31, 2021 and interim financial statements thereafter; however, the Company elected to revise the previously reported amounts included in this filing. 22500000 225000000 <div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Basis of Presentation</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.</span></div>The Company’s consolidated financial statements have been prepared on the basis of continuity of operations, the realization of assets, and the satisfaction of liabilities in the ordinary course of business. Since inception, the Company has been engaged in developing its product offerings, raising capital, and recruiting personnel and it has incurred net operating losses and negative cash flows from operations in every year since inception and expects this to continue for the foreseeable future. -811700000 484100000 315600000 693500000 17493000000 17493000000 17493000000 710300000 Summary of Significant Accounting Policies<div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Use of Estimates</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results and outcomes could differ significantly from the Company’s estimates, judgments, and assumptions. Significant estimates include determining standalone selling price for performance obligations in contracts with customers, the estimated expected benefit period for deferred contract acquisition costs, allowances for expected credit losses, inventory reserves, the useful lives of long-lived assets, the determination of the incremental borrowing rate used for operating lease liabilities, the valuation of redeemable convertible preferred stock warrants and common stock warrants, including common stock warrants as a result of the Merger, contingent earnout liability, valuation of acquired goodwill and intangible assets, the value of common stock and other assumptions used to measure stock-based compensation, and the valuation of deferred income tax assets and uncertain tax positions. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions.</span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Concentration of Credit Risk and Other Risks and Uncertainties</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. Cash and cash equivalents are held in domestic and foreign cash accounts with large, creditworthy financial institutions. The Company has not experienced any losses on its deposits of cash and cash equivalents through deposits with federally insured commercial banks and at times cash balances may be in excess of federal insurance limits. Short-term investments consist of U.S. treasury bills that carry high-credit ratings and accordingly, minimal credit risk exists with respect to these balances.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Accounts receivable are stated at the amount the Company expects to collect. The Company generally does not require collateral or other security in support of accounts receivable. To reduce credit risk, management performs ongoing credit evaluations of its customers’ financial condition.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Concentration of credit risk with respect to trade accounts receivable is considered to be limited due to the diversity of the Company’s customer base and geographic sales areas. As of January 31, 2022, no customer individually accounted for 10% or more of accounts receivable, net. As of January 31, 2021, there was one customer that accounted for 10% or more of accounts receivable, net. For the years ended January 31, 2022, 2021, and 2020 there were no customers that represented 10% or more of total revenue.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company’s revenue is concentrated in the infrastructure needed for charging EVs, an industry which is highly competitive and rapidly changing. Significant technological changes within the industry or customer requirements, or the emergence of competitive products with new capabilities or technologies, could adversely affect the Company’s operating results.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">In December 2019, COVID-19 was first reported to the World Health Organization (“WHO”), and in January 2020, the WHO declared the outbreak to be a public health emergency. In March 2020, the WHO characterized COVID-19 as a pandemic. Since then, the COVID-19 pandemic and efforts to control its spread have significantly curtailed the movement of people, goods, and services worldwide. As a result, the Company has temporarily closed its headquarters and most of its other offices, enabled its employees and contractors to work remotely, implemented travel restrictions, implemented cost cutting measures, and shifted Company events and meetings to virtual-only experiences, all of which may continue for an indefinite amount of time and represent a significant disruption in how it operates its business. The operations of the Company’s partners, vendors, and customers have likewise been disrupted.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">While the duration and extent of the COVID-19 pandemic depends on future developments that cannot be accurately predicted at this time, such as the extent and effectiveness of containment and mitigation actions, it has already had an adverse effect on the global economy, and the ultimate societal and economic impact of the COVID-19 pandemic remains unknown. In particular, the conditions caused by this pandemic may affect the rate of global infrastructure spending, which could adversely affect demand for the Company’s platform. Further, the COVID-19 pandemic has caused the Company to experience, in some cases, longer sales cycles and an increase in certain prospective and current customers seeking lower prices or other more favorable contract terms, and has limited the ability of its direct sales force to travel to customers and potential customers. In addition, the COVID-19 pandemic could reduce the value or duration of subscriptions, negatively impact collections of accounts receivable, reduce expected spending from the Company’s paying customers, cause some of its paying customers to go out of business, and affect contraction or attrition rates of its paying customers, all of which could adversely affect the Company’s business, results of operations, and financial condition. Additionally, concerns over the economic </span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">impact of COVID-19 have caused extreme volatility in financial and other capital markets, which may adversely affect the Company’s ability to access capital markets in the future.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">While the Company has developed and continues to develop plans to help mitigate the potential negative impact of COVID-19, these efforts may not be effective, and any protracted economic downturn will likely limit the effectiveness of its efforts. Accordingly, it is not possible for the Company to predict the duration and ultimate extent to which this will affect its business, future results of operations, and financial condition at this time.</span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Segment Reporting</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company operates as one operating segment because its CODM, who is its Chief Executive Officer, reviews its financial information on a consolidated basis for purposes of making decisions regarding allocating resources and assessing performance. The Company has no segment managers who are held accountable by the CODM for operations, operating results, and planning for levels of components below the consolidated unit level.</span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Cash, Cash Equivalents, and Restricted Cash</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company considers all highly liquid investments with an original maturity of three months or less, when purchased, to be cash equivalents. Cash equivalents may be invested in money market funds. Cash and cash equivalents are carried at cost, which approximates their fair value.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Restricted cash of $0.4 million as of January 31, 2022, 2021 and 2020 relates to cash deposits restricted under letters of credit issued in support of customer agreements.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The reconciliation of cash, cash equivalents, and restricted cash to amounts presented in the consolidated statements of cash flows were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Cash and cash equivalents</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">315,235 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">145,491 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">72,753 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Restricted cash</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">400 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">400 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">400 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total cash, cash equivalents, and restricted cash</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">315,635</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">145,891</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">73,153</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Accounts Receivable, net</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Accounts receivable are recorded at the invoiced amount and are non-interest bearing. The Company performs ongoing credit evaluations of its customers and maintains an allowance for expected credit losses related to its existing accounts receivable and net realizable value to ensure trade receivables are not overstated due to uncollectibility. Allowances are provided for individual accounts receivable when the Company becomes aware of a customer’s inability to meet its financial obligations, such as in the case of bankruptcy, deterioration in the customer’s operating results, or change in financial position. If circumstances related to customers change, estimates of the recoverability of receivables are further adjusted. The Company also considers broader factors in evaluating the sufficiency of its allowances, including the length of time receivables are past due, macroeconomic conditions, significant one-time events, and historical experience. When the Company determines that there are accounts receivable that are uncollectible, they are written off against the allowance. The change in the allowance for expected credit losses for the years ended January 31, 2022, 2021, and 2020 was as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:44.354%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.085%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Beginning<br/>Balance</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Additions<br/>Charged To<br/>Expense</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Write-offs</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Ending<br/>Balance</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Year ended January 31, 2022</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Allowance for expected credit losses</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,835 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(251)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5,584 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Year ended January 31, 2021</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Allowance for expected credit losses</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">121 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(121)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Year ended January 31, 2020</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Allowance for expected credit losses</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,124 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">339 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(1,463)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Inventories</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Inventories are stated at the lower of cost or net realizable value. Cost is computed using standard cost, which approximates actual cost, on a first-in, first-out basis. Inventory levels are analyzed periodically and written down to their net realizable value if they have become obsolete, have a cost basis in excess of expected net realizable value or are in excess of expected demand. The Company analyzes current and future product demand relative to the remaining product life to identify potential excess inventories. The write-down is measured as the difference between the cost of the inventories and net realizable value and charged to inventory reserves, which is a component of cost of revenue. At the point of the loss recognition, a new, lower cost basis for those inventories is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.</span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Property and Equipment, net</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:98.030%"><tr><td style="width:1.0%"/><td style="width:55.005%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:42.795%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Useful Lives</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Furniture and fixtures</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3 to 5 years</span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Computers and software</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3 to 5 years</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Machinery and equipment</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3 to 5 years</span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Tooling</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3 to 5 years</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Leasehold improvements</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Shorter of the estimated lease term or useful life</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Owned and operated systems</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5 to 7 years</span></div></td></tr></table></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Leasehold improvements are amortized over the shorter of estimated useful lives of the assets or the lease term. Expenditures for repairs and maintenance are charged to expense as incurred. Upon disposition, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is reflected in the consolidated statements of operations.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">ChargePoint-as-a-Service (“CPaaS”) combines the customer’s use of the Company’s owned and operated systems with Cloud subscription software (“Cloud”) and the Company’s Assure program (“Assure”) into a single subscription. When CPaaS contracts contain a lease, the underlying asset is carried at its carrying value within property and equipment, net on the consolidated balance sheets.</span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Internal-Use Software Development Costs</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company capitalizes qualifying internal-use software development costs incurred during the application development stage for internal tools and cloud-based applications used to deliver its services, provided that management with the relevant authority authorizes and commits to the funding of the project, it is probable the project will be completed, and the software will be used to perform the function intended. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Capitalized internal-use software development costs are included in property and equipment and are amortized on a straight-line basis over their estimated useful lives once it is ready for its intended use. Amortization of capitalized internal-use software development costs is included within cost of revenue for networked charging systems and subscriptions, research and development expense, sales and marketing expense, and general and administrative expense based on the use of the software. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized. As of January 31, 2022 and 2021 capitalized costs have not been material.</span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Leases</span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Lessee</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company determines if a contract is a lease or contains a lease at the inception of the contract and reassesses that conclusion if the contract is modified. All leases are assessed for classification as an operating lease or a finance lease. Operating lease right-of-use (“ROU”) assets are presented separately on the Company’s consolidated balance sheets. Operating lease liabilities are separated into a current portion, included within <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjg1ZWM5MGRjMTYxNzRmZmY4MGFmNjRkYTY2ZjhkOTY5L3NlYzo4NWVjOTBkYzE2MTc0ZmZmODBhZjY0ZGE2NmY4ZDk2OV8xMDYvZnJhZzoyZGViNDRjMzJhNTg0M2E2OGFhYjFhYjU5ZTQwMzNkNy90ZXh0cmVnaW9uOjJkZWI0NGMzMmE1ODQzYTY4YWFiMWFiNTllNDAzM2Q3XzM1MTg0MzcyMjI5NTk2_715c83e0-d551-4917-ab1d-c08f6ae785e8"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjg1ZWM5MGRjMTYxNzRmZmY4MGFmNjRkYTY2ZjhkOTY5L3NlYzo4NWVjOTBkYzE2MTc0ZmZmODBhZjY0ZGE2NmY4ZDk2OV8xMDYvZnJhZzoyZGViNDRjMzJhNTg0M2E2OGFhYjFhYjU5ZTQwMzNkNy90ZXh0cmVnaW9uOjJkZWI0NGMzMmE1ODQzYTY4YWFiMWFiNTllNDAzM2Q3XzM1MTg0MzcyMjI5NTk0_3b9565d4-8910-4694-9d5f-89840cc8a39f">accrued and other current liabilities</span></span> on the Company’s consolidated balance sheets, and a noncurrent portion included within operating lease liabilities on the Company’s consolidated balance sheets. The Company does not have material finance leases. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. The Company does not obtain and control its right to use the asset until the lease commencement date.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company’s lease liabilities are recognized at the applicable lease commencement date based on the present value of the lease payments required to be paid over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate to discount the lease payments to present value. The estimated incremental borrowing rate is derived from information available at the lease commencement date. The Company’s ROU assets are also recognized at the applicable lease </span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">commencement date. The ROU asset equals the carrying amount of the related lease liability, adjusted for any lease payments made prior to lease commencement and lease incentives provided by the lessor. Variable lease payments are expensed as incurred and do not factor into the measurement of the applicable ROU asset or lease liability.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The term of the Company’s leases equals the non-cancellable period of the lease, including any rent-free periods provided by the lessor, and also includes options to renew or extend the lease (including by not terminating the lease) that the Company is reasonably certain to exercise. The Company establishes the term of each lease at lease commencement and reassesses that term in subsequent periods when one of the triggering events outlined in ASC 842 occurs. Operating lease cost for lease payments is recognized on a straight-line basis over the lease term.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company’s lease contracts often include lease and non-lease components. The Company has elected the practical expedient offered by the standard to not separate the lease from non-lease components and accounts for them as a single lease component.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company elected the package of practical expedients permitted under the transition guidance, which allows the Company to carry forward its historical lease classification, its assessment on whether a contract is or contains a lease, and its initial direct costs for any leases that existed prior to adoption of the new standard. The Company has elected, for all classes of underlying assets, not to recognize ROU assets and lease liabilities for leases with a term of twelve months or less. Lease cost for short-term leases is recognized on a straight-line basis over the lease term.</span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Lessor</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company leases networked charging systems to customers within certain CPaaS contracts. The leasing arrangements the Company enters into with lessees are operating leases, and as a result, the underlying asset is carried at its carrying value as owned and operated systems within property and equipment, net on the consolidated balance sheets. Adoption of ASC 842 did not have a material impact on the Company’s accounting as a lessor.</span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Impairment of Long-Lived Assets</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company evaluates long-lived assets or asset groups for impairment whenever events indicate that the carrying amount of an asset or asset group may not be recoverable based on expected future cash flows attributable to that asset or asset group. Recoverability of assets held and used is measured by comparison of the carrying amounts of an asset or an asset group to the estimated future undiscounted cash flows which the asset or asset group is expected to generate. If the carrying amount of an asset or asset group exceeds estimated undiscounted future cash flows, then an impairment charge would be recognized based on the excess of the carrying amount of the asset or asset group over its fair value. Assets to be disposed of are reported at the lower of their carrying amount or fair value less costs to sell. There were no impairments of long-lived assets for the years ended January 31, 2022, 2021, and 2020.</span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Business Combinations</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The total purchase consideration for an acquisition is measured as the fair value of the assets transferred, equity instruments issued, and liabilities assumed at the acquisition date. Costs that are directly attributable to the acquisition are expensed as incurred and included in general and administrative expense in the Company’s consolidated statements of operations. Identifiable assets (including intangible assets), liabilities assumed (including contingent liabilities), and noncontrolling interests in an acquisition are measured initially at their fair values at the acquisition date. The Company recognizes goodwill if the fair value of the total purchase consideration and any noncontrolling interests is in excess of the net fair value of the identifiable assets acquired and the liabilities assumed. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, cost of capital, future cash flows, and discount rates. The Company’s estimates of fair value are based on assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. The Company includes the results of operations of the acquired business in the consolidated financial statements beginning on the acquisition date.</span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Goodwill</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Goodwill represents the excess of the purchase price of an acquired business over the fair value of the net tangible and identifiable intangible assets acquired. The carrying amount of goodwill is reviewed for impairment at least annually, in the fourth quarter, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. As of January 31, 2022 and 2021, the Company had a single operating segment and reporting unit structure. As part of the annual goodwill impairment test performed in the fourth quarter, the Company first performs a qualitative assessment to determine whether further impairment testing is necessary. If, as a result of the qualitative assessment, it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the quantitative impairment test will be required. If the Company has determined it necessary to perform a quantitative impairment assessment, the Company will compare the fair value of the reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, limited to the total amount of goodwill of the reporting unit. The carrying value of goodwill was $218.5 million as of January 31, 2022 and $1.2 million as of January 31, 2021, and no goodwill impairment has been recognized to date.</span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Intangible Assets</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Intangible assets consist primarily of customer relationships and developed technology. Acquired intangible assets are initially recorded at the acquisition-date fair value and amortized on a straight line basis over their estimated useful lives ranging from 6 to 10 years. </span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Fair Value of Financial Instruments</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Fair value is defined as an exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Assets and liabilities measured at fair value are classified into the following categories based on the inputs used to measure fair value:</span></div><div style="margin-top:6pt;padding-left:49.5pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:14.85pt">(Level 1) — Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;</span></div><div style="margin-top:6pt;padding-left:49.5pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:14.85pt">(Level 2) — Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly; and</span></div><div style="margin-top:6pt;padding-left:49.5pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:14.85pt">(Level 3) — Inputs that are unobservable for the asset or liability.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company classifies financial instruments in Level 3 of the fair value hierarchy when there is reliance on at least one significant unobservable input to the valuation model. In addition to these unobservable inputs, the valuation models for Level 3 financial instruments typically also rely on a number of inputs that are readily observable, either directly or indirectly. The Company’s assessment of a particular input to the fair value measurement requires management to make judgments and consider factors specific to the asset or liability. The fair value hierarchy requires the use of observable market data when available in determining fair value. The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each period. There were no transfers between levels during the periods presented. The Company had no material non-financial assets valued on a non-recurring basis that resulted in an impairment in any period presented.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The carrying values of the Company’s cash equivalents, accounts receivable, net, accounts payable, and accrued and other current liabilities approximate fair value based on the highly liquid, short-term nature of these instruments.</span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Redeemable Convertible Preferred Stock Warrants</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">During the fiscal year ended January 31, 2021 and 2020, warrants to purchase shares of the Company’s Series B, D, and E redeemable convertible preferred stock were classified as liabilities as the underlying redeemable convertible preferred stock was considered redeemable and may require the Company to transfer assets upon exercise. Redeemable convertible preferred stock warrants are recorded within noncurrent liabilities on the consolidated balance sheets. The warrants were recorded at fair value upon issuance and are subject to remeasurement to fair value at each balance sheet date. Changes in fair value of the redeemable convertible preferred stock warrant liability are recorded in the consolidated statements of operations. During the fiscal year ended January 31, 2022, all redeemable convertible preferred stock were converted to common stock after the Merger. </span></div><div style="margin-top:10pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Common Stock Warrant Liabilities</span></div><div style="margin-top:10pt;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company assumed 10,470,562 publicly-traded warrants (“Public Warrants”) and 6,521,568 private placement warrants issued to NGP Switchback, LLC, the sponsor of Switchback (“Private Placement Warrants” and, together with the Public Warrants, the “Common Stock Warrants”) upon the Merger, all of which were issued in connection with Switchback’s initial public offering and subsequent overallotment (other than 1,000,000 Private Placement Warrants which were issued in connection with the closing of the Merger) and entitle the holder to purchase one share of the Company’s Common Stock, par value $0.0001 (“Common Stock”), at an exercise price of $11.50 per share. During the fiscal year ended January 31, 2022, 10,226,081 Public Warrants and 6,511,133 Private Placement Warrants were exercised and the remaining 244,481 Public Warrants outstanding as of </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">July 6, 2021,</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> were redeemed for cash. The Public Warrants, prior to their redemption, were publicly traded and were exercisable for cash unless certain conditions occurred</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">, such as the redemption by the Company under certain conditions, at which time the warrants could be cashlessly exercised, or the Company’s failure to have an effective registration statement related to the shares issuable upon exercise. The Private Placement Warrants are not redeemable for cash so long as they are held by the initial purchasers or their permitted transferees but may be redeemable for Common Stock if certain other conditions are met. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Pu</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">blic Warrants.</span></div><div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company evaluated the Common Stock Warrants and concluded that they do not meet the criteria to be classified within stockholders’ equity. The agreement governing the Common Stock Warrants includes a provision (“Replacement of Securities Upon Reorganization”), the application of which could result in a different settlement value for the Common Stock Warrants depending on their holder. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Company’s ordinary shares, the Private Placement Warrants are not considered to be “indexed to the Company’s own stock.” In addition, the provision provides that in the event of a tender or exchange offer accepted by holders of more than 50% of the outstanding shares of the Company’s ordinary shares, all holders of the Common Stock Warrants (both the Public Warrants and the Private Placement Warrants) would be entitled to receive cash for all of their Common Stock Warrants. Specifically, in the event of a qualifying cash tender offer (which could be outside of the Company’s control), all Common Stock Warrant holders would be entitled to cash, while only certain of the holders of the Company’s ordinary shares may be entitled to cash. These provisions preclude the Company from classifying the Common Stock Warrants in stockholders’ equity. As the Common Stock Warrants meet the definition of a derivative, the Company recorded these warrants as liabilities on the consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of operations and comprehensive loss at each reporting date. </span></div><div style="margin-top:10pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Contingent Earnout Liability</span></div><div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">In connection with the Reverse Recapitalization and pursuant to the Merger Agreement, eligible ChargePoint equity holders were entitled to receive as additional merger consideration shares of the Company’s Common Stock upon the Company achieving certain Earnout Triggering Events (as described in the Merger Agreement and Note 11, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Stock Warrants and Earnout</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">). In accordance with ASC 815-40, the earnout shares were not indexed to the Common Stock and therefore were accounted for as a liability at the Reverse Recapitalization date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of other income (expense), net in the consolidated statements of operations.</span></div><div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The estimated fair value of the contingent consideration was determined using a Monte Carlo simulation using a distribution of potential outcomes on a monthly basis over the Earnout Period (as defined in Note 11, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Stock Warrants and Earnout</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">) prioritizing the most reliable information available. The assumptions utilized in the calculation were based on the achievement of certain stock price milestones, including the current Company Common Stock price, expected volatility, risk-free rate, expected term and dividend rate. </span></div><div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Until its settlement, the contingent earnout liability was categorized as a Level 3 fair value measurement (see Fair Value of Financial Instruments accounting policy as described above) because the Company estimated projections during the Earnout Period utilizing unobservable inputs. Contingent earnout payments involve certain assumptions requiring significant judgment and actual results can differ from assumed and estimated amounts.</span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Revenue Recognition</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">ChargePoint accounts for revenue in accordance with ASC 606, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Revenue from Contracts with Customer</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">s (“ASC 606”). The Company recognizes revenue using the following five-step model as prescribed by ASC 606:</span></div><div style="margin-top:12pt;padding-left:49.5pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:14.85pt">Identification of the contract, or contracts, with a customer;</span></div><div style="margin-top:12pt;padding-left:49.5pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:14.85pt">Identification of the performance obligations in the contract;</span></div><div style="margin-top:12pt;padding-left:49.5pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:14.85pt">Determination of the transaction price;</span></div><div style="margin-top:12pt;padding-left:49.5pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:14.85pt">Allocation of the transaction price to the performance obligations in the contract; and</span></div><div style="margin-top:12pt;padding-left:49.5pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:14.85pt">Recognition of revenue when, or as, the Company satisfies a performance obligation.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Significant judgment and estimates are necessary for the allocation of the proceeds received from an arrangement to the multiple performance obligations and the appropriate timing of revenue recognition. The Company enters into contracts with customers that regularly include promises to transfer multiple products and services, such as charging systems, software subscriptions, extended maintenance, and professional services. For arrangements with multiple products or services, the Company evaluates whether the individual products or services qualify as distinct performance obligations. In its assessment of whether products or services are a distinct performance obligation, the Company determines whether the customer can benefit from the product or service on its own or with other readily available resources and whether the service is separately identifiable from other products or services in the contract. This evaluation requires the Company to assess the nature of each of its networked charging systems, subscriptions, and other offerings and how each is provided in the context of the contract, including whether they are significantly integrated which may require judgment based on the facts and circumstances of the contract.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The transaction price for each contract is determined based on the amount the Company expects to be entitled to receive in exchange for transferring the promised products or services to the customer. Collectability of revenue is reasonably assured based on historical evidence of collectability of fees the Company charges its customers. The transaction price in the contract is allocated to each distinct performance obligation in an amount that represents the relative amount of consideration expected to be received in exchange for </span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">satisfying each performance obligation. Revenue is recognized when performance obligations are satisfied. Revenue is recorded based on the transaction price excluding amounts collected on behalf of third parties such as sales taxes, which are collected on behalf of and remitted to governmental authorities, or driver fees, collected on behalf of customers who offer public charging for a fee.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">When agreements involve multiple distinct performance obligations, the Company accounts for individual performance obligations separately if they are distinct. The Company applies significant judgment in identifying and accounting for each performance obligation, as a result of evaluating terms and conditions in contracts. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. The Company determines SSP based on observable standalone selling price when it is available, as well as other factors, including the price charged to its customers, its discounting practices, and its overall pricing objectives, while maximizing observable inputs. In situations where pricing is highly variable, or a product is never sold on a stand-alone basis, the Company estimates the SSP using the residual approach.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company usually bills its customers at the onset of the arrangement for both the products and a predetermined period of time for services. Contracts for services typically range from annual to multi-year agreements with typical payment terms of 30 to 90 days.</span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Networked charging systems revenue</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Networked charging systems revenue includes revenue related to the deliveries of EV charging system infrastructure. The Company recognizes revenue from sales of networked charging systems upon shipment to the customer, which is when the performance obligation has been satisfied.</span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Subscriptions revenue</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Subscriptions revenue consists of services related to Cloud, as well as extended maintenance service plans under Assure. Subscriptions revenue is recognized over time on a straight-line basis as the Company has a stand-ready obligation to deliver such services to the customer.</span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Subscriptions revenue also consists of CPaaS revenue, which combines the customer’s use of the Company’s owned and operated systems with Cloud and Assure programs into a single subscription. CPaaS subscriptions contain a lease for the customer’s use of the Company’s owned and operated systems unless the location allows the Company to receive incremental economic benefit from regulatory credits earned on that owned and operated system. The leasing arrangements the Company enters into with lessees are operating leases. The Company recognizes operating lease revenue on a straight-line basis over the lease term and expenses deferred initial direct costs on the same basis. Lessor revenue relates to operating leases and historically has not been material. </span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Other revenue</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Other revenue consists of fees received for transferring regulatory credits earned for participating in low carbon fuel programs in jurisdictions with such programs, charging related fees received from drivers using charging sites owned and operated by the Company, net transaction fees earned for processing payments collected on driver charging sessions at charging sites owned by ChargePoint customers, and other professional services. Revenue from regulatory credits is recognized at the point in time the regulatory credits are transferred. Revenue from fees for owned and operated sites is recognized over time on a straight-line basis over the performance period of the service contract as the Company has a stand-ready obligation to deliver such services. Revenue from driver charging sessions and charging transaction fees is recognized at the point in time the charging session or transaction is completed. Revenue from professional services is recognized as the services are rendered.</span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Remaining Performance Obligations</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Remaining performance obligations represents the amount of contracted future revenue not yet recognized as the amounts relate to undelivered performance obligations, including both deferred revenue and non-cancelable contracted amounts that will be invoiced and recognized as revenue in future periods. The Company’s Assure, Cloud, and CPaaS subscription terms typically range from <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjg1ZWM5MGRjMTYxNzRmZmY4MGFmNjRkYTY2ZjhkOTY5L3NlYzo4NWVjOTBkYzE2MTc0ZmZmODBhZjY0ZGE2NmY4ZDk2OV8xMDYvZnJhZzoyZGViNDRjMzJhNTg0M2E2OGFhYjFhYjU5ZTQwMzNkNy90ZXh0cmVnaW9uOjJkZWI0NGMzMmE1ODQzYTY4YWFiMWFiNTllNDAzM2Q3XzM0NDkw_307e3cd1-525e-4634-9f0d-52a271ae616e">one</span> to five years. Revenue expected to be recognized from remaining performance obligations was $163.9 million as of January 31, 2022, of which 50% is expected to be recognized over the next twelve months and the remainder thereafter.</span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Deferred Revenue</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Deferred revenue represents billings or payments received in advance of revenue recognition and is recognized in revenue upon transfer of control. Balances consist primarily of software subscription services and extended Assure maintenance services not yet provided as of the balance sheet date. Contract assets, which represent services provided or products transferred to customers in advance of the date the Company has a right to invoice, are netted against deferred revenue on a customer-by-customer basis. Deferred revenue that will be recognized during the succeeding twelve-month period is recorded as deferred revenue with the remainder recorded as deferred revenue, noncurrent on the consolidated balance sheets. Total deferred revenue was $146.8 million and $89.8 million as of January 31, 2022 and 2021, respectively. The Company recognized $40.9 million, $39.4 million, and $25.5 million of revenue during the </span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">years ended January 31, 2022, 2021, and 2020, respectively, that was included in the deferred revenue balance at the beginning of the respective period.</span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Cost of Revenue</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Cost of networked charging systems revenue includes the material costs for parts and manufacturing costs for the hardware products, compensation, including salaries and related personnel expenses, including stock-based compensation, warranty provisions, depreciation of manufacturing related equipment and facilities, amortization of capitalized internal-use software development costs, and allocated overhead costs. Costs for shipping and handling are recorded in cost of revenue as incurred.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Cost of subscriptions revenue includes network and wireless connectivity costs for subscription services, field maintenance costs for Assure to support the Company’s network of systems, depreciation of owned and operated systems used in CPaaS arrangements, amortization of capitalized internal-use software development costs, allocated overhead costs, and support costs to manage the systems and helpdesk services for drivers and site hosts.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Cost of other revenue includes costs for the Company’s owned and operated charging sites, as well as costs of environmental and professional services.</span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Costs to Obtain a Customer Contract</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Sales commissions are considered incremental and recoverable costs of acquiring customer contracts. Beginning at the Company’s adoption of ASC 606 on February 1, 2019, incremental and recoverable costs for the sale of cloud enabled software and extended maintenance service plans are capitalized as deferred contract acquisition costs within prepaid expenses and other current assets and other assets on the consolidated balance sheets and amortized on a straight-line basis over the anticipated benefit period of five years. The benefit period was estimated by taking into consideration the length of customer contracts, renewals, technology lifecycle, and other factors. This amortization is recorded within sales and marketing expense in the Company’s consolidated statements of operations. The sales commissions paid related to the sale of networked charging systems are expensed as incurred.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company elected the practical expedient that permits the Company to apply ASC Subtopic 340-40, “Other Assets and Deferred Costs-Contracts with Customers,” (“ASC 340”) to a portfolio containing multiple contracts, as they are similar in their characteristics, and the financial statement effects of applying ASC Subtopic 340-40 to that portfolio would not differ materially from applying it to the individual contracts within that portfolio.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Changes in the deferred contract acquisition costs during the years ended January 31, 2022 and 2021 were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:85.718%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.082%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Balance as of January 31, 2020</span></div></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">3,832</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Capitalization of deferred contract acquisition costs</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,908 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Amortization of deferred contract acquisition costs</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(1,206)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Balance as of January 31, 2021</span></div></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">5,534</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Capitalization of deferred contract acquisition costs</span></td><td colspan="2" style="background-color:#cceeff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,381 </span></td><td style="background-color:#cceeff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Amortization of deferred contract acquisition costs</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(1,786)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Balance as of January 31, 2022</span></div></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">7,129</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Deferred acquisition costs capitalized on the consolidated balance sheets were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">January 31</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Deferred contract acquisition costs, current</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,104 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,550 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Deferred contract acquisition costs, noncurrent</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5,025 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,984 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total deferred contract acquisition costs</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">7,129</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">5,534</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Research and Development</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Research and development expenses consist primarily of salary and related expenses, including stock-based compensation, for personnel related to the development of improvements and expanded features for the Company’s products and services, as well as quality assurance, testing, product management, amortization of capitalized internal-use software, and allocated overhead. Research and development costs are expensed as incurred.</span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Stock-based Compensation</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company measures and recognizes stock-based compensation expense for all stock-based awards granted to employees and directors based on the estimated fair value of the awards on the date of grant, which for options is using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of highly subjective assumptions, including the fair value of the underlying common stock, the expected term of the option, the expected volatility of the price of the Company’s common stock, risk-free interest rates, and the expected dividend yield of the Company’s common stock. The assumptions used to determine the fair value of the awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. The fair values of restricted stock units were determined based on the fair value of the Company’s common stock on grant date.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The determination of the grant date fair value of stock option awards issued is affected by a number of variables, including the fair value of ChargePoint’s underlying Common Stock, expected Common Stock price volatility over the term of the option award, the expected term of the award, risk-free interest rates, and the expected dividend yield of ChargePoint Common Stock.</span></div><div style="margin-top:12pt;padding-left:36pt;text-align:justify;text-indent:-18pt"><span style="color:#231f20;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">•</span><span style="color:#231f20;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:14.85pt">Fair value of the underlying common stock: For the fiscal year ended January 31, 2021 and 2020, the absence of a public market for Legacy ChargePoint’s common stock required its board of directors to estimate the fair value of its common stock for purposes of granting options and for determining stock-based compensation expense by considering several objective and subjective factors, including contemporaneous third-party valuations, actual and forecasted operating and financial results, market conditions and performance of comparable publicly traded companies, developments and milestones in Legacy ChargePoint, the rights and preferences of common and redeemable convertible preferred stock, and transactions involving the Legacy ChargePoint’s stock. The fair value of the Legacy ChargePoint’s common stock was determined in accordance with applicable elements of the American Institute of Certified Public Accountants guide, Valuation of Privately Held Company Equity Securities Issued as Compensation.</span></div><div style="margin-top:12pt;padding-left:36pt;text-align:justify;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:14.85pt">Expected volatility (Stock Options): As Legacy ChargePoint was not publicly traded, the expected volatility for Legacy ChargePoint’s stock options were determined by using an average of historical volatilities of selected industry peers deemed to be comparable to the Legacy ChargePoint’s business corresponding to the expected term of the awards. The Company did not grant any options during the year ended January 31, 2022.</span></div><div style="margin-top:12pt;padding-left:36pt;text-align:justify;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:14.85pt">Expected volatility (Employee Stock Purchase Plan): The expected volatility for employee stock purchase plans was determined by using a blended volatility approach of peer volatility and implied volatility. Peer volatility was calculated as the average of historical volatilities of selected industry peers deemed to be comparable to ChargePoint’s business corresponding to the expected term of the awards.</span></div><div style="margin-top:12pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:14.85pt">Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the awards.</span></div><div style="margin-top:12pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:14.85pt">Expected dividend yield: The expected dividend rate is zero as ChargePoint currently has no history or expectation of declaring dividends on its Common Stock.</span></div><div style="margin-top:12pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:14.85pt">Expected term: The expected term represented the period these stock awards were expected to remain outstanding and is based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules, and expectations of future employee behavior.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company amortizes the fair value of each stock award on a straight-line basis over the requisite service period of the awards. Stock-based compensation expense is based on the value of the portion of stock-based awards that is ultimately expected to vest. As such, the Company’s stock- based compensation is reduced for the estimated forfeitures at the date of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.</span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Advertising</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company expenses the costs of advertising, including promotional expenses, as incurred. Advertising expenses for the years ended January 31, 2022, 2021, and 2020 were not material.</span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Warranty</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company provides standard warranty coverage on its products, providing parts necessary to repair the systems during the warranty period. The Company accounts for the estimated warranty cost as a charge to networked charging systems cost of revenue when revenue is recognized. The estimated warranty cost is based on historical and predicted product failure rates and repair expenses. Warranty expense for the years ended January 31, 2022, 2021, and 2020 was $3.8 million, $3.4 million, and $2.8 million, respectively.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">In addition, the Company offers paid-for subscriptions to extended maintenance service plans under Assure. Assure provides both the labor and parts to maintain the products over the subscription terms of typically <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjg1ZWM5MGRjMTYxNzRmZmY4MGFmNjRkYTY2ZjhkOTY5L3NlYzo4NWVjOTBkYzE2MTc0ZmZmODBhZjY0ZGE2NmY4ZDk2OV8xMDYvZnJhZzoyZGViNDRjMzJhNTg0M2E2OGFhYjFhYjU5ZTQwMzNkNy90ZXh0cmVnaW9uOjJkZWI0NGMzMmE1ODQzYTY4YWFiMWFiNTllNDAzM2Q3XzQxMDYz_57be9afe-553f-4d10-bbdf-f848ebc481e7">one</span> to five years. The costs related to the Assure program are expensed as incurred and charged to subscriptions cost of revenue.</span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Foreign Currency</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The functional currency of the Company’s foreign subsidiaries is generally the local currency. The translation of foreign currencies into U.S. dollars is performed for monetary assets and liabilities at the end of each reporting period based on the then current exchange rates. Non-monetary items are translated using historical exchange rates. For revenue and expense accounts, an average foreign currency rate during the period is applied. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as part of a separate component of stockholders’ equity (deficit) and reported in the consolidated statements of comprehensive loss. Foreign currency transaction gains and losses are included in other income (expense), net for the period.</span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Income Taxes</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company uses the asset and liability method in accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax asset and liability. Valuation allowances are established when necessary to reduce deferred tax assets where it is more likely than not that the deferred tax assets will not be realized. In evaluating the Company’s ability to recover deferred tax assets, the Company considers all available positive and negative evidence, including historical operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. Based on the level of historical losses, the Company has established a valuation allowance to reduce its net deferred tax assets to the amount that is more likely than not to be realized.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination by the taxing authorities, including resolutions of any related appeals or litigation processes, based on the technical merits of the position.</span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Net Loss per Share Attributable to Common Stockholders</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The Company considers all series of its redeemable convertible preferred stock to be participating securities. The Company also considers any shares issued on the early exercise of stock options subject to repurchase to be participating securities because holders of such shares have nonforfeitable dividend rights in the event a dividend is paid on common stock. Under the two-class method, net income is attributed to common stockholders and participating securities based on their participation rights. The holders of the redeemable convertible preferred stock, as well as the holders of early exercised shares subject to repurchase, do not have a contractual obligation to share in the losses of the Company. As such, the Company’s net losses for the years ended January 31, 2022, 2021, and 2020 were not allocated to these participating securities. </span></div><div><span><br/></span></div><div style="text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, less shares subject to repurchase. Diluted net loss per share attributable to common stockholders adjusts basic net loss per share for the effect of dilutive securities, including stock options. </span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Net loss amount is computed by adding deemed dividends and cumulative dividends on redeemable convertible preferred stock, to net loss. As such, the amount of the loss is increased by those instruments. When computing dilutive net loss, the numerator is also adjusted by changes in fair value attributable to dilutive warrants and gains attributable to Earnout Shares issued. As a result, some of the liability classified Company’s common stock warrants and Earnout Shares issued were dilutive, even though the Company reported losses for all periods presented.</span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Accounting Pronouncements</span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Recently Adopted Accounting Standards</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">In June 2016, the FASB issued ASU No. 2016-13, “</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Financial Instruments — Credit Losses </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">(Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), and has since released various amendments including ASU No. 2019-04. The guidance modifies the measurement of expected credit losses on certain financial instruments. This guidance was effective for the Company, prior to losing its status as an emerging growth company, after December 15, 2022. Early adoption was permitted. Effective January 31, 2022, the Company is no longer an emerging growth company and adopted the amendments effective February 1, 2021. The adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated financial statements.</span></div><div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">In October 2021, the FASB issued ASU No. 2021-08, “</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Business Combinations </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">(Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”), which requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Revenue from Contracts with Customers</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">. The guidance will be effective for annual reporting periods beginning after December 15, 2022, including interim periods therein. Early adoption is permitted, including in an interim period for which the financial statements have not been issued. If early adopting in an interim period, the Company is required to apply the amendments to all prior business combinations that have occurred since the beginning of the fiscal year that includes the interim period of application. As a result, the Company adopted ASU 2021-08 effective as of October 31, 2021, retroactively applying the new guidance for all business combinations that occurred since February 1, 2021. The adoption of ASU 2021-08 did not have a material impact on the Company’s consolidated financial statements.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">In December 2019, the FASB issued ASU 2019-12, “</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Income Taxes</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> (Topic 740): Simplifying the Accounting for Income Taxes”, which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as the elimination of exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, the recognition of deferred tax liabilities for outside basis differences, ownership changes in investments, and tax basis step-up in goodwill obtained in a transaction that is not a business combination. This guidance was effective for the Company, prior to losing its status as an emerging growth company, after December 15, 2021. Early adoption is permitted. Effective January 31, 2022, the Company is no longer an emerging growth company and adopted the amendments effective February 1, 2021. The adoption of ASU 2019-12 did not have a material impact on the Company’s consolidated financial statements. </span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Recently Issued Accounting Standards Not Yet Adopted</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">In August 2020, the FASB issued ASU 2020-06, “</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Debt — Debt with Conversion and Other Options</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40),” which modifies and simplifies accounting for convertible instruments. The new guidance eliminates certain separation models that require separating embedded conversion features from convertible instruments. The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation. The guidance will be effective for fiscal years beginning after December 15, 2021. Early adoption is permitted, but no earlier than for fiscal years beginning after December 15, 2020. The Company is currently assessing the impact of this guidance on its consolidated financial statements and disclosures.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">In November 2021, the FASB issued ASU No. 2021-10, “</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Government Assistance</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> (Topic 832): Disclosures by Business Entities about Government Assistance,” which requires entities to disclose annually its transactions with a government accounted for by applying a grant or contribution accounting model by analogy. The disclosure requirement includes information about the nature of the transactions and the related accounting policy used to account for the transactions, the line items on the balance sheet and income statement that are affected by the transactions, and the amounts applicable to each financial statement line, and significant terms and conditions of the transactions, including commitments and contingencies. The guidance will be effective for annual reporting periods beginning after December 15, 2021. Early application is permitted. The Company does not expect the adoption of the guidance to have a material impact on its consolidated financial statements and disclosures.</span></div> The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results and outcomes could differ significantly from the Company’s estimates, judgments, and assumptions. Significant estimates include determining standalone selling price for performance obligations in contracts with customers, the estimated expected benefit period for deferred contract acquisition costs, allowances for expected credit losses, inventory reserves, the useful lives of long-lived assets, the determination of the incremental borrowing rate used for operating lease liabilities, the valuation of redeemable convertible preferred stock warrants and common stock warrants, including common stock warrants as a result of the Merger, contingent earnout liability, valuation of acquired goodwill and intangible assets, the value of common stock and other assumptions used to measure stock-based compensation, and the valuation of deferred income tax assets and uncertain tax positions. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions. <div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. Cash and cash equivalents are held in domestic and foreign cash accounts with large, creditworthy financial institutions. The Company has not experienced any losses on its deposits of cash and cash equivalents through deposits with federally insured commercial banks and at times cash balances may be in excess of federal insurance limits. Short-term investments consist of U.S. treasury bills that carry high-credit ratings and accordingly, minimal credit risk exists with respect to these balances.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Accounts receivable are stated at the amount the Company expects to collect. The Company generally does not require collateral or other security in support of accounts receivable. To reduce credit risk, management performs ongoing credit evaluations of its customers’ financial condition.</span></div> 0.10 Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company operates as one operating segment because its CODM, who is its Chief Executive Officer, reviews its financial information on a consolidated basis for purposes of making decisions regarding allocating resources and assessing performance. The Company has no segment managers who are held accountable by the CODM for operations, operating results, and planning for levels of components below the consolidated unit level. 1 The Company considers all highly liquid investments with an original maturity of three months or less, when purchased, to be cash equivalents. Cash equivalents may be invested in money market funds. Cash and cash equivalents are carried at cost, which approximates their fair value. 400000 400000 400000 <div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The reconciliation of cash, cash equivalents, and restricted cash to amounts presented in the consolidated statements of cash flows were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Cash and cash equivalents</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">315,235 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">145,491 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">72,753 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Restricted cash</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">400 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">400 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">400 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total cash, cash equivalents, and restricted cash</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">315,635</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">145,891</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">73,153</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> <div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The reconciliation of cash, cash equivalents, and restricted cash to amounts presented in the consolidated statements of cash flows were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Cash and cash equivalents</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">315,235 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">145,491 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">72,753 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Restricted cash</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">400 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">400 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">400 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total cash, cash equivalents, and restricted cash</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">315,635</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">145,891</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">73,153</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 315235000 145491000 72753000 400000 400000 400000 315635000 145891000 73153000 Accounts receivable are recorded at the invoiced amount and are non-interest bearing. The Company performs ongoing credit evaluations of its customers and maintains an allowance for expected credit losses related to its existing accounts receivable and net realizable value to ensure trade receivables are not overstated due to uncollectibility. Allowances are provided for individual accounts receivable when the Company becomes aware of a customer’s inability to meet its financial obligations, such as in the case of bankruptcy, deterioration in the customer’s operating results, or change in financial position. If circumstances related to customers change, estimates of the recoverability of receivables are further adjusted. The Company also considers broader factors in evaluating the sufficiency of its allowances, including the length of time receivables are past due, macroeconomic conditions, significant one-time events, and historical experience. When the Company determines that there are accounts receivable that are uncollectible, they are written off against the allowance. The change in the allowance for expected credit losses for the years ended January 31, 2022, 2021, and 2020 was as follows:<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:44.354%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.085%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Beginning<br/>Balance</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Additions<br/>Charged To<br/>Expense</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Write-offs</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Ending<br/>Balance</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Year ended January 31, 2022</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Allowance for expected credit losses</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,835 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(251)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5,584 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Year ended January 31, 2021</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Allowance for expected credit losses</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">121 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(121)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Year ended January 31, 2020</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Allowance for expected credit losses</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,124 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">339 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(1,463)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 2000000 3835000 251000 5584000 2000000 121000 121000 2000000 3124000 339000 1463000 2000000 Inventories are stated at the lower of cost or net realizable value. Cost is computed using standard cost, which approximates actual cost, on a first-in, first-out basis. Inventory levels are analyzed periodically and written down to their net realizable value if they have become obsolete, have a cost basis in excess of expected net realizable value or are in excess of expected demand. The Company analyzes current and future product demand relative to the remaining product life to identify potential excess inventories. The write-down is measured as the difference between the cost of the inventories and net realizable value and charged to inventory reserves, which is a component of cost of revenue. At the point of the loss recognition, a new, lower cost basis for those inventories is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, as follows:<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:98.030%"><tr><td style="width:1.0%"/><td style="width:55.005%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:42.795%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Useful Lives</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Furniture and fixtures</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3 to 5 years</span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Computers and software</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3 to 5 years</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Machinery and equipment</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3 to 5 years</span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Tooling</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3 to 5 years</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Leasehold improvements</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Shorter of the estimated lease term or useful life</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Owned and operated systems</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5 to 7 years</span></div></td></tr></table><div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Property and equipment, net consisted of the following:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2022</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Furniture and fixtures</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">903 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,594 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Computers and software</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">6,147 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5,384 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Machinery and equipment</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">16,193 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">10,605 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Tooling</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">10,572 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">7,705 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Leasehold improvements</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">10,549 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">9,398 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Owned and operated systems</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">22,546 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">17,703 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Construction in progress</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,720 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,462 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">69,630 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">54,851 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Less: Accumulated depreciation</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(35,037)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(24,863)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Total Property and Equipment, Net</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">34,593</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">29,988</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> P3Y P5Y P3Y P5Y P3Y P5Y P3Y P5Y P5Y P7Y <div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Leasehold improvements are amortized over the shorter of estimated useful lives of the assets or the lease term. Expenditures for repairs and maintenance are charged to expense as incurred. Upon disposition, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is reflected in the consolidated statements of operations.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">ChargePoint-as-a-Service (“CPaaS”) combines the customer’s use of the Company’s owned and operated systems with Cloud subscription software (“Cloud”) and the Company’s Assure program (“Assure”) into a single subscription. When CPaaS contracts contain a lease, the underlying asset is carried at its carrying value within property and equipment, net on the consolidated balance sheets.</span></div> The Company capitalizes qualifying internal-use software development costs incurred during the application development stage for internal tools and cloud-based applications used to deliver its services, provided that management with the relevant authority authorizes and commits to the funding of the project, it is probable the project will be completed, and the software will be used to perform the function intended. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Capitalized internal-use software development costs are included in property and equipment and are amortized on a straight-line basis over their estimated useful lives once it is ready for its intended use. Amortization of capitalized internal-use software development costs is included within cost of revenue for networked charging systems and subscriptions, research and development expense, sales and marketing expense, and general and administrative expense based on the use of the software. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized. <div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Lessee</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company determines if a contract is a lease or contains a lease at the inception of the contract and reassesses that conclusion if the contract is modified. All leases are assessed for classification as an operating lease or a finance lease. Operating lease right-of-use (“ROU”) assets are presented separately on the Company’s consolidated balance sheets. Operating lease liabilities are separated into a current portion, included within <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjg1ZWM5MGRjMTYxNzRmZmY4MGFmNjRkYTY2ZjhkOTY5L3NlYzo4NWVjOTBkYzE2MTc0ZmZmODBhZjY0ZGE2NmY4ZDk2OV8xMDYvZnJhZzoyZGViNDRjMzJhNTg0M2E2OGFhYjFhYjU5ZTQwMzNkNy90ZXh0cmVnaW9uOjJkZWI0NGMzMmE1ODQzYTY4YWFiMWFiNTllNDAzM2Q3XzM1MTg0MzcyMjI5NTk2_715c83e0-d551-4917-ab1d-c08f6ae785e8"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjg1ZWM5MGRjMTYxNzRmZmY4MGFmNjRkYTY2ZjhkOTY5L3NlYzo4NWVjOTBkYzE2MTc0ZmZmODBhZjY0ZGE2NmY4ZDk2OV8xMDYvZnJhZzoyZGViNDRjMzJhNTg0M2E2OGFhYjFhYjU5ZTQwMzNkNy90ZXh0cmVnaW9uOjJkZWI0NGMzMmE1ODQzYTY4YWFiMWFiNTllNDAzM2Q3XzM1MTg0MzcyMjI5NTk0_3b9565d4-8910-4694-9d5f-89840cc8a39f">accrued and other current liabilities</span></span> on the Company’s consolidated balance sheets, and a noncurrent portion included within operating lease liabilities on the Company’s consolidated balance sheets. The Company does not have material finance leases. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. The Company does not obtain and control its right to use the asset until the lease commencement date.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company’s lease liabilities are recognized at the applicable lease commencement date based on the present value of the lease payments required to be paid over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate to discount the lease payments to present value. The estimated incremental borrowing rate is derived from information available at the lease commencement date. The Company’s ROU assets are also recognized at the applicable lease </span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">commencement date. The ROU asset equals the carrying amount of the related lease liability, adjusted for any lease payments made prior to lease commencement and lease incentives provided by the lessor. Variable lease payments are expensed as incurred and do not factor into the measurement of the applicable ROU asset or lease liability.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The term of the Company’s leases equals the non-cancellable period of the lease, including any rent-free periods provided by the lessor, and also includes options to renew or extend the lease (including by not terminating the lease) that the Company is reasonably certain to exercise. The Company establishes the term of each lease at lease commencement and reassesses that term in subsequent periods when one of the triggering events outlined in ASC 842 occurs. Operating lease cost for lease payments is recognized on a straight-line basis over the lease term.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company’s lease contracts often include lease and non-lease components. The Company has elected the practical expedient offered by the standard to not separate the lease from non-lease components and accounts for them as a single lease component.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company elected the package of practical expedients permitted under the transition guidance, which allows the Company to carry forward its historical lease classification, its assessment on whether a contract is or contains a lease, and its initial direct costs for any leases that existed prior to adoption of the new standard. The Company has elected, for all classes of underlying assets, not to recognize ROU assets and lease liabilities for leases with a term of twelve months or less. Lease cost for short-term leases is recognized on a straight-line basis over the lease term.</span></div> The Company leases networked charging systems to customers within certain CPaaS contracts. The leasing arrangements the Company enters into with lessees are operating leases, and as a result, the underlying asset is carried at its carrying value as owned and operated systems within property and equipment, net on the consolidated balance sheets. Adoption of ASC 842 did not have a material impact on the Company’s accounting as a lessor. The Company evaluates long-lived assets or asset groups for impairment whenever events indicate that the carrying amount of an asset or asset group may not be recoverable based on expected future cash flows attributable to that asset or asset group. Recoverability of assets held and used is measured by comparison of the carrying amounts of an asset or an asset group to the estimated future undiscounted cash flows which the asset or asset group is expected to generate. If the carrying amount of an asset or asset group exceeds estimated undiscounted future cash flows, then an impairment charge would be recognized based on the excess of the carrying amount of the asset or asset group over its fair value. Assets to be disposed of are reported at the lower of their carrying amount or fair value less costs to sell. 0 0 0 The total purchase consideration for an acquisition is measured as the fair value of the assets transferred, equity instruments issued, and liabilities assumed at the acquisition date. Costs that are directly attributable to the acquisition are expensed as incurred and included in general and administrative expense in the Company’s consolidated statements of operations. Identifiable assets (including intangible assets), liabilities assumed (including contingent liabilities), and noncontrolling interests in an acquisition are measured initially at their fair values at the acquisition date. The Company recognizes goodwill if the fair value of the total purchase consideration and any noncontrolling interests is in excess of the net fair value of the identifiable assets acquired and the liabilities assumed. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, cost of capital, future cash flows, and discount rates. The Company’s estimates of fair value are based on assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. The Company includes the results of operations of the acquired business in the consolidated financial statements beginning on the acquisition date. Goodwill represents the excess of the purchase price of an acquired business over the fair value of the net tangible and identifiable intangible assets acquired. The carrying amount of goodwill is reviewed for impairment at least annually, in the fourth quarter, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. As of January 31, 2022 and 2021, the Company had a single operating segment and reporting unit structure. As part of the annual goodwill impairment test performed in the fourth quarter, the Company first performs a qualitative assessment to determine whether further impairment testing is necessary. If, as a result of the qualitative assessment, it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the quantitative impairment test will be required. If the Company has determined it necessary to perform a quantitative impairment assessment, the Company will compare the fair value of the reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, limited to the total amount of goodwill of the reporting unit. 218500000 1200000 0 Intangible assets consist primarily of customer relationships and developed technology. Acquired intangible assets are initially recorded at the acquisition-date fair value and amortized on a straight line basis over their estimated useful lives ranging from 6 to 10 years. P6Y P10Y <div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Fair value is defined as an exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Assets and liabilities measured at fair value are classified into the following categories based on the inputs used to measure fair value:</span></div><div style="margin-top:6pt;padding-left:49.5pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:14.85pt">(Level 1) — Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;</span></div><div style="margin-top:6pt;padding-left:49.5pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:14.85pt">(Level 2) — Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly; and</span></div><div style="margin-top:6pt;padding-left:49.5pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:14.85pt">(Level 3) — Inputs that are unobservable for the asset or liability.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company classifies financial instruments in Level 3 of the fair value hierarchy when there is reliance on at least one significant unobservable input to the valuation model. In addition to these unobservable inputs, the valuation models for Level 3 financial instruments typically also rely on a number of inputs that are readily observable, either directly or indirectly. The Company’s assessment of a particular input to the fair value measurement requires management to make judgments and consider factors specific to the asset or liability. The fair value hierarchy requires the use of observable market data when available in determining fair value. The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each period. There were no transfers between levels during the periods presented. The Company had no material non-financial assets valued on a non-recurring basis that resulted in an impairment in any period presented.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The carrying values of the Company’s cash equivalents, accounts receivable, net, accounts payable, and accrued and other current liabilities approximate fair value based on the highly liquid, short-term nature of these instruments.</span></div> During the fiscal year ended January 31, 2021 and 2020, warrants to purchase shares of the Company’s Series B, D, and E redeemable convertible preferred stock were classified as liabilities as the underlying redeemable convertible preferred stock was considered redeemable and may require the Company to transfer assets upon exercise. Redeemable convertible preferred stock warrants are recorded within noncurrent liabilities on the consolidated balance sheets. The warrants were recorded at fair value upon issuance and are subject to remeasurement to fair value at each balance sheet date. Changes in fair value of the redeemable convertible preferred stock warrant liability are recorded in the consolidated statements of operations. During the fiscal year ended January 31, 2022, all redeemable convertible preferred stock were converted to common stock after the Merger. 10470562 6521568 1000000 0.0001 11.50 10226081 6511133 244481 The Public Warrants, prior to their redemption, were publicly traded and were exercisable for cash unless certain conditions occurred<span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">, such as the redemption by the Company under certain conditions, at which time the warrants could be cashlessly exercised, or the Company’s failure to have an effective registration statement related to the shares issuable upon exercise. The Private Placement Warrants are not redeemable for cash so long as they are held by the initial purchasers or their permitted transferees but may be redeemable for Common Stock if certain other conditions are met. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Pu</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">blic Warrants.</span>The Company evaluated the Common Stock Warrants and concluded that they do not meet the criteria to be classified within stockholders’ equity. The agreement governing the Common Stock Warrants includes a provision (“Replacement of Securities Upon Reorganization”), the application of which could result in a different settlement value for the Common Stock Warrants depending on their holder. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Company’s ordinary shares, the Private Placement Warrants are not considered to be “indexed to the Company’s own stock.” In addition, the provision provides that in the event of a tender or exchange offer accepted by holders of more than 50% of the outstanding shares of the Company’s ordinary shares, all holders of the Common Stock Warrants (both the Public Warrants and the Private Placement Warrants) would be entitled to receive cash for all of their Common Stock Warrants. Specifically, in the event of a qualifying cash tender offer (which could be outside of the Company’s control), all Common Stock Warrant holders would be entitled to cash, while only certain of the holders of the Company’s ordinary shares may be entitled to cash. These provisions preclude the Company from classifying the Common Stock Warrants in stockholders’ equity. As the Common Stock Warrants meet the definition of a derivative, the Company recorded these warrants as liabilities on the consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of operations and comprehensive loss at each reporting date. <div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">In connection with the Reverse Recapitalization and pursuant to the Merger Agreement, eligible ChargePoint equity holders were entitled to receive as additional merger consideration shares of the Company’s Common Stock upon the Company achieving certain Earnout Triggering Events (as described in the Merger Agreement and Note 11, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Stock Warrants and Earnout</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">). In accordance with ASC 815-40, the earnout shares were not indexed to the Common Stock and therefore were accounted for as a liability at the Reverse Recapitalization date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of other income (expense), net in the consolidated statements of operations.</span></div><div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The estimated fair value of the contingent consideration was determined using a Monte Carlo simulation using a distribution of potential outcomes on a monthly basis over the Earnout Period (as defined in Note 11, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Stock Warrants and Earnout</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">) prioritizing the most reliable information available. The assumptions utilized in the calculation were based on the achievement of certain stock price milestones, including the current Company Common Stock price, expected volatility, risk-free rate, expected term and dividend rate. </span></div><div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Until its settlement, the contingent earnout liability was categorized as a Level 3 fair value measurement (see Fair Value of Financial Instruments accounting policy as described above) because the Company estimated projections during the Earnout Period utilizing unobservable inputs. Contingent earnout payments involve certain assumptions requiring significant judgment and actual results can differ from assumed and estimated amounts.</span></div> <div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">ChargePoint accounts for revenue in accordance with ASC 606, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Revenue from Contracts with Customer</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">s (“ASC 606”). The Company recognizes revenue using the following five-step model as prescribed by ASC 606:</span></div><div style="margin-top:12pt;padding-left:49.5pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:14.85pt">Identification of the contract, or contracts, with a customer;</span></div><div style="margin-top:12pt;padding-left:49.5pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:14.85pt">Identification of the performance obligations in the contract;</span></div><div style="margin-top:12pt;padding-left:49.5pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:14.85pt">Determination of the transaction price;</span></div><div style="margin-top:12pt;padding-left:49.5pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:14.85pt">Allocation of the transaction price to the performance obligations in the contract; and</span></div><div style="margin-top:12pt;padding-left:49.5pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:14.85pt">Recognition of revenue when, or as, the Company satisfies a performance obligation.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Significant judgment and estimates are necessary for the allocation of the proceeds received from an arrangement to the multiple performance obligations and the appropriate timing of revenue recognition. The Company enters into contracts with customers that regularly include promises to transfer multiple products and services, such as charging systems, software subscriptions, extended maintenance, and professional services. For arrangements with multiple products or services, the Company evaluates whether the individual products or services qualify as distinct performance obligations. In its assessment of whether products or services are a distinct performance obligation, the Company determines whether the customer can benefit from the product or service on its own or with other readily available resources and whether the service is separately identifiable from other products or services in the contract. This evaluation requires the Company to assess the nature of each of its networked charging systems, subscriptions, and other offerings and how each is provided in the context of the contract, including whether they are significantly integrated which may require judgment based on the facts and circumstances of the contract.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The transaction price for each contract is determined based on the amount the Company expects to be entitled to receive in exchange for transferring the promised products or services to the customer. Collectability of revenue is reasonably assured based on historical evidence of collectability of fees the Company charges its customers. The transaction price in the contract is allocated to each distinct performance obligation in an amount that represents the relative amount of consideration expected to be received in exchange for </span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">satisfying each performance obligation. Revenue is recognized when performance obligations are satisfied. Revenue is recorded based on the transaction price excluding amounts collected on behalf of third parties such as sales taxes, which are collected on behalf of and remitted to governmental authorities, or driver fees, collected on behalf of customers who offer public charging for a fee.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">When agreements involve multiple distinct performance obligations, the Company accounts for individual performance obligations separately if they are distinct. The Company applies significant judgment in identifying and accounting for each performance obligation, as a result of evaluating terms and conditions in contracts. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. The Company determines SSP based on observable standalone selling price when it is available, as well as other factors, including the price charged to its customers, its discounting practices, and its overall pricing objectives, while maximizing observable inputs. In situations where pricing is highly variable, or a product is never sold on a stand-alone basis, the Company estimates the SSP using the residual approach.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company usually bills its customers at the onset of the arrangement for both the products and a predetermined period of time for services. Contracts for services typically range from annual to multi-year agreements with typical payment terms of 30 to 90 days.</span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Networked charging systems revenue</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Networked charging systems revenue includes revenue related to the deliveries of EV charging system infrastructure. The Company recognizes revenue from sales of networked charging systems upon shipment to the customer, which is when the performance obligation has been satisfied.</span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Subscriptions revenue</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Subscriptions revenue consists of services related to Cloud, as well as extended maintenance service plans under Assure. Subscriptions revenue is recognized over time on a straight-line basis as the Company has a stand-ready obligation to deliver such services to the customer.</span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Subscriptions revenue also consists of CPaaS revenue, which combines the customer’s use of the Company’s owned and operated systems with Cloud and Assure programs into a single subscription. CPaaS subscriptions contain a lease for the customer’s use of the Company’s owned and operated systems unless the location allows the Company to receive incremental economic benefit from regulatory credits earned on that owned and operated system. The leasing arrangements the Company enters into with lessees are operating leases. The Company recognizes operating lease revenue on a straight-line basis over the lease term and expenses deferred initial direct costs on the same basis. Lessor revenue relates to operating leases and historically has not been material. </span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Other revenue</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Other revenue consists of fees received for transferring regulatory credits earned for participating in low carbon fuel programs in jurisdictions with such programs, charging related fees received from drivers using charging sites owned and operated by the Company, net transaction fees earned for processing payments collected on driver charging sessions at charging sites owned by ChargePoint customers, and other professional services. Revenue from regulatory credits is recognized at the point in time the regulatory credits are transferred. Revenue from fees for owned and operated sites is recognized over time on a straight-line basis over the performance period of the service contract as the Company has a stand-ready obligation to deliver such services. Revenue from driver charging sessions and charging transaction fees is recognized at the point in time the charging session or transaction is completed. Revenue from professional services is recognized as the services are rendered.</span></div>Remaining performance obligations represents the amount of contracted future revenue not yet recognized as the amounts relate to undelivered performance obligations, including both deferred revenue and non-cancelable contracted amounts that will be invoiced and recognized as revenue in future periods.Deferred revenue represents billings or payments received in advance of revenue recognition and is recognized in revenue upon transfer of control. Balances consist primarily of software subscription services and extended Assure maintenance services not yet provided as of the balance sheet date. Contract assets, which represent services provided or products transferred to customers in advance of the date the Company has a right to invoice, are netted against deferred revenue on a customer-by-customer basis. Deferred revenue that will be recognized during the succeeding twelve-month period is recorded as deferred revenue with the remainder recorded as deferred revenue, noncurrent on the consolidated balance sheets. P30D P90D P5Y 163900000 0.50 P12M 146800000 89800000 40900000 39400000 25500000 <div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Cost of networked charging systems revenue includes the material costs for parts and manufacturing costs for the hardware products, compensation, including salaries and related personnel expenses, including stock-based compensation, warranty provisions, depreciation of manufacturing related equipment and facilities, amortization of capitalized internal-use software development costs, and allocated overhead costs. Costs for shipping and handling are recorded in cost of revenue as incurred.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Cost of subscriptions revenue includes network and wireless connectivity costs for subscription services, field maintenance costs for Assure to support the Company’s network of systems, depreciation of owned and operated systems used in CPaaS arrangements, amortization of capitalized internal-use software development costs, allocated overhead costs, and support costs to manage the systems and helpdesk services for drivers and site hosts.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Cost of other revenue includes costs for the Company’s owned and operated charging sites, as well as costs of environmental and professional services.</span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Costs to Obtain a Customer Contract</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Sales commissions are considered incremental and recoverable costs of acquiring customer contracts. Beginning at the Company’s adoption of ASC 606 on February 1, 2019, incremental and recoverable costs for the sale of cloud enabled software and extended maintenance service plans are capitalized as deferred contract acquisition costs within prepaid expenses and other current assets and other assets on the consolidated balance sheets and amortized on a straight-line basis over the anticipated benefit period of five years. The benefit period was estimated by taking into consideration the length of customer contracts, renewals, technology lifecycle, and other factors. This amortization is recorded within sales and marketing expense in the Company’s consolidated statements of operations. The sales commissions paid related to the sale of networked charging systems are expensed as incurred.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company elected the practical expedient that permits the Company to apply ASC Subtopic 340-40, “Other Assets and Deferred Costs-Contracts with Customers,” (“ASC 340”) to a portfolio containing multiple contracts, as they are similar in their characteristics, and the financial statement effects of applying ASC Subtopic 340-40 to that portfolio would not differ materially from applying it to the individual contracts within that portfolio.</span></div> P5Y <div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Changes in the deferred contract acquisition costs during the years ended January 31, 2022 and 2021 were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:85.718%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.082%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Balance as of January 31, 2020</span></div></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">3,832</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Capitalization of deferred contract acquisition costs</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,908 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Amortization of deferred contract acquisition costs</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(1,206)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Balance as of January 31, 2021</span></div></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">5,534</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Capitalization of deferred contract acquisition costs</span></td><td colspan="2" style="background-color:#cceeff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,381 </span></td><td style="background-color:#cceeff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Amortization of deferred contract acquisition costs</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(1,786)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Balance as of January 31, 2022</span></div></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">7,129</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Deferred acquisition costs capitalized on the consolidated balance sheets were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">January 31</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Deferred contract acquisition costs, current</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,104 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,550 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Deferred contract acquisition costs, noncurrent</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5,025 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,984 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total deferred contract acquisition costs</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">7,129</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">5,534</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 3832000 2908000 1206000 5534000 3381000 1786000 7129000 2104000 1550000 5025000 3984000 7129000 5534000 Research and development expenses consist primarily of salary and related expenses, including stock-based compensation, for personnel related to the development of improvements and expanded features for the Company’s products and services, as well as quality assurance, testing, product management, amortization of capitalized internal-use software, and allocated overhead. Research and development costs are expensed as incurred. <div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company measures and recognizes stock-based compensation expense for all stock-based awards granted to employees and directors based on the estimated fair value of the awards on the date of grant, which for options is using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of highly subjective assumptions, including the fair value of the underlying common stock, the expected term of the option, the expected volatility of the price of the Company’s common stock, risk-free interest rates, and the expected dividend yield of the Company’s common stock. The assumptions used to determine the fair value of the awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. The fair values of restricted stock units were determined based on the fair value of the Company’s common stock on grant date.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The determination of the grant date fair value of stock option awards issued is affected by a number of variables, including the fair value of ChargePoint’s underlying Common Stock, expected Common Stock price volatility over the term of the option award, the expected term of the award, risk-free interest rates, and the expected dividend yield of ChargePoint Common Stock.</span></div><div style="margin-top:12pt;padding-left:36pt;text-align:justify;text-indent:-18pt"><span style="color:#231f20;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">•</span><span style="color:#231f20;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:14.85pt">Fair value of the underlying common stock: For the fiscal year ended January 31, 2021 and 2020, the absence of a public market for Legacy ChargePoint’s common stock required its board of directors to estimate the fair value of its common stock for purposes of granting options and for determining stock-based compensation expense by considering several objective and subjective factors, including contemporaneous third-party valuations, actual and forecasted operating and financial results, market conditions and performance of comparable publicly traded companies, developments and milestones in Legacy ChargePoint, the rights and preferences of common and redeemable convertible preferred stock, and transactions involving the Legacy ChargePoint’s stock. The fair value of the Legacy ChargePoint’s common stock was determined in accordance with applicable elements of the American Institute of Certified Public Accountants guide, Valuation of Privately Held Company Equity Securities Issued as Compensation.</span></div><div style="margin-top:12pt;padding-left:36pt;text-align:justify;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:14.85pt">Expected volatility (Stock Options): As Legacy ChargePoint was not publicly traded, the expected volatility for Legacy ChargePoint’s stock options were determined by using an average of historical volatilities of selected industry peers deemed to be comparable to the Legacy ChargePoint’s business corresponding to the expected term of the awards. The Company did not grant any options during the year ended January 31, 2022.</span></div><div style="margin-top:12pt;padding-left:36pt;text-align:justify;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:14.85pt">Expected volatility (Employee Stock Purchase Plan): The expected volatility for employee stock purchase plans was determined by using a blended volatility approach of peer volatility and implied volatility. Peer volatility was calculated as the average of historical volatilities of selected industry peers deemed to be comparable to ChargePoint’s business corresponding to the expected term of the awards.</span></div><div style="margin-top:12pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:14.85pt">Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the awards.</span></div><div style="margin-top:12pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:14.85pt">Expected dividend yield: The expected dividend rate is zero as ChargePoint currently has no history or expectation of declaring dividends on its Common Stock.</span></div><div style="margin-top:12pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:14.85pt">Expected term: The expected term represented the period these stock awards were expected to remain outstanding and is based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules, and expectations of future employee behavior.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company amortizes the fair value of each stock award on a straight-line basis over the requisite service period of the awards. Stock-based compensation expense is based on the value of the portion of stock-based awards that is ultimately expected to vest. As such, the Company’s stock- based compensation is reduced for the estimated forfeitures at the date of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.</span></div> The Company expenses the costs of advertising, including promotional expenses, as incurred. 0 0 0 The Company provides standard warranty coverage on its products, providing parts necessary to repair the systems during the warranty period. The Company accounts for the estimated warranty cost as a charge to networked charging systems cost of revenue when revenue is recognized. The estimated warranty cost is based on historical and predicted product failure rates and repair expenses. 3800000 3400000 2800000 In addition, the Company offers paid-for subscriptions to extended maintenance service plans under Assure. Assure provides both the labor and parts to maintain the products over the subscription terms of typically <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjg1ZWM5MGRjMTYxNzRmZmY4MGFmNjRkYTY2ZjhkOTY5L3NlYzo4NWVjOTBkYzE2MTc0ZmZmODBhZjY0ZGE2NmY4ZDk2OV8xMDYvZnJhZzoyZGViNDRjMzJhNTg0M2E2OGFhYjFhYjU5ZTQwMzNkNy90ZXh0cmVnaW9uOjJkZWI0NGMzMmE1ODQzYTY4YWFiMWFiNTllNDAzM2Q3XzQxMDYz_57be9afe-553f-4d10-bbdf-f848ebc481e7">one</span> to five years. The costs related to the Assure program are expensed as incurred and charged to subscriptions cost of revenue. P5Y The functional currency of the Company’s foreign subsidiaries is generally the local currency. The translation of foreign currencies into U.S. dollars is performed for monetary assets and liabilities at the end of each reporting period based on the then current exchange rates. Non-monetary items are translated using historical exchange rates. For revenue and expense accounts, an average foreign currency rate during the period is applied. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as part of a separate component of stockholders’ equity (deficit) and reported in the consolidated statements of comprehensive loss. Foreign currency transaction gains and losses are included in other income (expense), net for the period. <div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company uses the asset and liability method in accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax asset and liability. Valuation allowances are established when necessary to reduce deferred tax assets where it is more likely than not that the deferred tax assets will not be realized. In evaluating the Company’s ability to recover deferred tax assets, the Company considers all available positive and negative evidence, including historical operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. Based on the level of historical losses, the Company has established a valuation allowance to reduce its net deferred tax assets to the amount that is more likely than not to be realized.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination by the taxing authorities, including resolutions of any related appeals or litigation processes, based on the technical merits of the position.</span></div> <div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The Company considers all series of its redeemable convertible preferred stock to be participating securities. The Company also considers any shares issued on the early exercise of stock options subject to repurchase to be participating securities because holders of such shares have nonforfeitable dividend rights in the event a dividend is paid on common stock. Under the two-class method, net income is attributed to common stockholders and participating securities based on their participation rights. The holders of the redeemable convertible preferred stock, as well as the holders of early exercised shares subject to repurchase, do not have a contractual obligation to share in the losses of the Company. As such, the Company’s net losses for the years ended January 31, 2022, 2021, and 2020 were not allocated to these participating securities. </span></div><div><span><br/></span></div><div style="text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, less shares subject to repurchase. Diluted net loss per share attributable to common stockholders adjusts basic net loss per share for the effect of dilutive securities, including stock options. </span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Net loss amount is computed by adding deemed dividends and cumulative dividends on redeemable convertible preferred stock, to net loss. As such, the amount of the loss is increased by those instruments. When computing dilutive net loss, the numerator is also adjusted by changes in fair value attributable to dilutive warrants and gains attributable to Earnout Shares issued. As a result, some of the liability classified Company’s common stock warrants and Earnout Shares issued were dilutive, even though the Company reported losses for all periods presented.</span></div> <div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Recently Adopted Accounting Standards</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">In June 2016, the FASB issued ASU No. 2016-13, “</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Financial Instruments — Credit Losses </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">(Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), and has since released various amendments including ASU No. 2019-04. The guidance modifies the measurement of expected credit losses on certain financial instruments. This guidance was effective for the Company, prior to losing its status as an emerging growth company, after December 15, 2022. Early adoption was permitted. Effective January 31, 2022, the Company is no longer an emerging growth company and adopted the amendments effective February 1, 2021. The adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated financial statements.</span></div><div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">In October 2021, the FASB issued ASU No. 2021-08, “</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Business Combinations </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">(Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”), which requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Revenue from Contracts with Customers</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">. The guidance will be effective for annual reporting periods beginning after December 15, 2022, including interim periods therein. Early adoption is permitted, including in an interim period for which the financial statements have not been issued. If early adopting in an interim period, the Company is required to apply the amendments to all prior business combinations that have occurred since the beginning of the fiscal year that includes the interim period of application. As a result, the Company adopted ASU 2021-08 effective as of October 31, 2021, retroactively applying the new guidance for all business combinations that occurred since February 1, 2021. The adoption of ASU 2021-08 did not have a material impact on the Company’s consolidated financial statements.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">In December 2019, the FASB issued ASU 2019-12, “</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Income Taxes</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> (Topic 740): Simplifying the Accounting for Income Taxes”, which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as the elimination of exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, the recognition of deferred tax liabilities for outside basis differences, ownership changes in investments, and tax basis step-up in goodwill obtained in a transaction that is not a business combination. This guidance was effective for the Company, prior to losing its status as an emerging growth company, after December 15, 2021. Early adoption is permitted. Effective January 31, 2022, the Company is no longer an emerging growth company and adopted the amendments effective February 1, 2021. The adoption of ASU 2019-12 did not have a material impact on the Company’s consolidated financial statements. </span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Recently Issued Accounting Standards Not Yet Adopted</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">In August 2020, the FASB issued ASU 2020-06, “</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Debt — Debt with Conversion and Other Options</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40),” which modifies and simplifies accounting for convertible instruments. The new guidance eliminates certain separation models that require separating embedded conversion features from convertible instruments. The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation. The guidance will be effective for fiscal years beginning after December 15, 2021. Early adoption is permitted, but no earlier than for fiscal years beginning after December 15, 2020. The Company is currently assessing the impact of this guidance on its consolidated financial statements and disclosures.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">In November 2021, the FASB issued ASU No. 2021-10, “</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Government Assistance</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> (Topic 832): Disclosures by Business Entities about Government Assistance,” which requires entities to disclose annually its transactions with a government accounted for by applying a grant or contribution accounting model by analogy. The disclosure requirement includes information about the nature of the transactions and the related accounting policy used to account for the transactions, the line items on the balance sheet and income statement that are affected by the transactions, and the amounts applicable to each financial statement line, and significant terms and conditions of the transactions, including commitments and contingencies. The guidance will be effective for annual reporting periods beginning after December 15, 2021. Early application is permitted. The Company does not expect the adoption of the guidance to have a material impact on its consolidated financial statements and disclosures.</span></div> Fair Value Measurements<div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company’s assets and liabilities that were measured at fair value on a recurring basis were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:59.506%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.263%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.021%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.021%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.265%"/><td style="width:0.1%"/></tr><tr style="height:11pt"><td colspan="3" rowspan="2" style="padding:0 1pt"/><td colspan="3" rowspan="2" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Fair Value Measured as of January 31, 2022</span></td></tr><tr style="height:11pt"><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Level 1</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Level 2</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Level 3</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Total</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">( in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Money market funds</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">254,716 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">254,716 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Total financial assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">254,716</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">254,716</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Common stock warrant liabilities (Private Placement)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">25 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">25 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Contingent earnout liability recognized upon acquisition of ViriCiti (ViriCiti Earnout)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5,993 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5,993 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Total financial liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">6,018</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">6,018</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:59.506%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.263%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.021%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.021%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.265%"/><td style="width:0.1%"/></tr><tr style="height:11pt"><td colspan="3" rowspan="2" style="padding:0 1pt"/><td colspan="3" rowspan="2" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Fair Value Measured as of January 31, 2021</span></td></tr><tr style="height:11pt"><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Level 1</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Level 2</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Level 3</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Total</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">( in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Money market funds</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">109,703 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">109,703 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Total financial assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">109,703</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">109,703</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Redeemable convertible preferred stock warrant liability</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">75,843 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">75,843 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Total financial liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">75,843</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">75,843</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The money market funds were classified as cash and cash equivalents on the consolidated balance sheets and were within Level 1 of the fair value hierarchy. The aggregate fair value of the Company’s money market funds approximated amortized cost and, as such, there were no unrealized gains or losses on money market funds as of January 31, 2022 and 2021. Realized gains and losses, net of tax, were not material for any of the periods presented.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">As of January 31, 2022 and 2021, the Company had no investments with a contractual maturity of greater than one year.</span></div><div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments:</span></div><div><span><br/></span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:39.960%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.557%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.990%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.990%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.990%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.995%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Redeemable convertible preferred stock warrant liability</span></td><td colspan="3" style="border-bottom:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Private placement warrant liability</span></td><td colspan="3" style="border-bottom:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Earnout liability</span></td><td colspan="3" style="border-bottom:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">ViriCiti Earnout liability</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="21" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Fair value as of January 31, 2019</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(1,843)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Change in fair value included in other income (expense), net</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(875)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Fair value as of January 31, 2020</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(2,718)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Change in fair value included in other income (expense), net</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(73,125)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Fair value as of January 31, 2021</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(75,843)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Private placement warrant liability acquired as part of the merger</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(127,888)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Contingent earnout liability recognized upon the closing of the reverse recapitalization</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(828,180)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Contingent earnout liability recognized upon the acquisition of ViriCiti (“ViriCiti Earnout”)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(3,856)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Change in fair value</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">9,237 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">63,746 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">84,420 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(2,137)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Reclassification of warrants to stockholders’ equity (deficit) due to exercise</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">64,117 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Reclassification of Legacy ChargePoint preferred stock warrant liability upon the reverse capitalization</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">66,606 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Issuance of earnout shares upon triggering events</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">501,120 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Reclassification of remaining contingent earnout liability upon triggering event</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">242,640 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Fair value as of January 31, 2022</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-bottom:3pt double #000;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(25)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-bottom:3pt double #000;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(5,993)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Redeemable Convertible Preferred Stock Warrant Liability, Private Placement Warrant Liability, and Earnout Liability</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The fair values of the private placement warrant liability, redeemable convertible preferred stock warrant liability and earnout liability are based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. The significant unobservable inputs used in the fair value measurements of the private placement warrant liability, the redeemable convertible preferred stock warrant liability and the earnout liability include the expected volatility and dividend yield. In determining the fair value of the private placement warrant liability, the Company used the Binomial Lattice Model (“BLM”) that assumes optimal exercise of the Company's redemption option at the earliest possible date. In determining the fair value of the redeemable convertible preferred stock warrant liability, the Company used the Black-Scholes Option Pricing Model (“Black-Scholes”) to estimate the fair value using unobservable inputs including the expected term, expected volatility, risk-free interest rate and dividend yield. In determining the fair value of the earnout liability, the Company used the Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the Earnout Period using the most reliable information available. See Note 11,</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%"> Stock Warrants and Earnout, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">for information on the valuations.</span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">ViriCiti Earnout Liability</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">On August 11, 2021, the Company acquired all of the outstanding shares of ViriCiti Group B.V. (“ViriCiti”). The purchase price consideration included an earnout consideration contingent on meeting certain revenue targets through January 21, 2023. The fair value of ViriCiti Earnout liability is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. See Note 4, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Reverse Capitalization and Business Combination</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">s,</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">for information on the valuation of ViriCiti Earnout liability.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">During the quarter ended January 31, 2022 the Company revalued the ViriCiti Earnout liability based on updated revenue expectations for the earnout period through January 2023 and increased the ViriCiti Earnout liability by $2.1 million.</span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Non-Recurring Fair Value Measurements</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company has certain assets, including goodwill and other intangible assets, which are measured at fair value on a non-recurring basis and are adjusted to fair value only if an impairment charge is recognized. The categorization of the framework used to measure fair value of the assets is considered to be within the Level 3 valuation hierarchy due to the subjective nature of the unobservable inputs used.</span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Disclosure of Fair Values</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company has financial instruments that are not re-measured at fair value including accounts receivable, accounts payable, and accrued and other current liabilities. The carrying values of these financial instruments approximate their fair values.</span></div> <div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company’s assets and liabilities that were measured at fair value on a recurring basis were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:59.506%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.263%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.021%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.021%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.265%"/><td style="width:0.1%"/></tr><tr style="height:11pt"><td colspan="3" rowspan="2" style="padding:0 1pt"/><td colspan="3" rowspan="2" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Fair Value Measured as of January 31, 2022</span></td></tr><tr style="height:11pt"><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Level 1</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Level 2</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Level 3</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Total</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">( in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Money market funds</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">254,716 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">254,716 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Total financial assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">254,716</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">254,716</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Common stock warrant liabilities (Private Placement)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">25 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">25 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Contingent earnout liability recognized upon acquisition of ViriCiti (ViriCiti Earnout)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5,993 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5,993 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Total financial liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">6,018</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">6,018</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:59.506%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.263%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.021%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.021%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.265%"/><td style="width:0.1%"/></tr><tr style="height:11pt"><td colspan="3" rowspan="2" style="padding:0 1pt"/><td colspan="3" rowspan="2" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Fair Value Measured as of January 31, 2021</span></td></tr><tr style="height:11pt"><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Level 1</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Level 2</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Level 3</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Total</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">( in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Money market funds</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">109,703 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">109,703 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Total financial assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">109,703</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">109,703</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Redeemable convertible preferred stock warrant liability</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">75,843 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">75,843 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Total financial liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">75,843</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">75,843</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 254716000 0 0 254716000 254716000 0 0 254716000 0 0 25000 25000 0 0 5993000 5993000 0 0 6018000 6018000 109703000 0 0 109703000 109703000 0 0 109703000 0 0 75843000 75843000 0 0 75843000 75843000 <div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments:</span></div><div><span><br/></span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:39.960%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.557%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.990%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.990%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.990%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.995%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Redeemable convertible preferred stock warrant liability</span></td><td colspan="3" style="border-bottom:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Private placement warrant liability</span></td><td colspan="3" style="border-bottom:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Earnout liability</span></td><td colspan="3" style="border-bottom:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">ViriCiti Earnout liability</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="21" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Fair value as of January 31, 2019</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(1,843)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Change in fair value included in other income (expense), net</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(875)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Fair value as of January 31, 2020</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(2,718)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Change in fair value included in other income (expense), net</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(73,125)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Fair value as of January 31, 2021</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(75,843)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Private placement warrant liability acquired as part of the merger</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(127,888)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Contingent earnout liability recognized upon the closing of the reverse recapitalization</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(828,180)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Contingent earnout liability recognized upon the acquisition of ViriCiti (“ViriCiti Earnout”)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(3,856)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Change in fair value</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">9,237 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">63,746 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">84,420 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(2,137)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Reclassification of warrants to stockholders’ equity (deficit) due to exercise</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">64,117 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Reclassification of Legacy ChargePoint preferred stock warrant liability upon the reverse capitalization</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">66,606 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Issuance of earnout shares upon triggering events</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">501,120 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Reclassification of remaining contingent earnout liability upon triggering event</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">242,640 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Fair value as of January 31, 2022</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-bottom:3pt double #000;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(25)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-bottom:3pt double #000;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(5,993)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 1843000 0 0 0 -875000 0 0 0 2718000 0 0 0 -73125000 0 0 0 75843000 0 0 0 -127888000 828180000 3856000 -9237000 -63746000 -84420000 2137000 64117000 66606000 501120000 242640000 0 25000 0 5993000 2100000 Reverse Capitalization and Business Combinations<div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Reverse Recapitalization</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">On February 26, 2021, Lightning Merger Sub, a wholly-owned subsidiary of Switchback, merged with Legacy ChargePoint, with Legacy ChargePoint surviving as a wholly-owned subsidiary of Switchback. As a result of the Merger, Switchback was renamed ChargePoint Holdings, Inc. Immediately prior to the closing of the Merger: </span></div><div style="margin-top:12pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:14.85pt">all 22,427,306 shares of Legacy ChargePoint’s outstanding Series H-1 redeemable convertible preferred stock were converted into an equivalent number of shares of Legacy ChargePoint common stock on a one-to-one basis and an additional 1,026,084 shares of Common Stock were issued to settle the accumulated dividend to the Series H-1 redeemable convertible preferred stockholders of $21.1 million;</span></div><div style="margin-top:12pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:14.85pt">all 160,925,957 shares of Legacy ChargePoint’s outstanding Series H, Series G, Series F, Series E, and Series D redeemable convertible preferred stock were converted into an equivalent number of shares of Legacy ChargePoint common stock on a one-to-one basis;</span></div><div style="margin-top:12pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:14.85pt">all 45,376 shares of Legacy ChargePoint’s outstanding Series C redeemable convertible preferred stock were converted into an equivalent number of shares of Legacy ChargePoint common stock on a 1:73.4403 basis;</span></div><div style="margin-top:12pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:14.85pt">all 130,590 shares of Legacy ChargePoint’s outstanding Series B redeemable convertible preferred stock were converted into an equivalent number of shares of Legacy ChargePoint common stock on a 1:42.9220 basis; and</span></div><div style="margin-top:12pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:14.85pt">all 29,126 shares of Legacy ChargePoint’s outstanding Series A redeemable convertible preferred stock were converted into an equivalent number of shares of Legacy ChargePoint common stock on a 1:48.2529 basis.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">At the Merger, eligible ChargePoint equity holders received or had the right to receive shares of Common Stock at a deemed value of $10.00 per share after giving effect to the exchange ratio of 0.9966 as defined in the Merger Agreement (“Exchange Ratio”). Accordingly, immediately following the consummation of the Merger, Legacy ChargePoint common stock exchanged into 217,021,368 shares of Common Stock, 68,896,516 shares were reserved for the issuance of Common Stock upon the potential future exercise of Legacy ChargePoint stock options and warrants that were exchanged into ChargePoint stock options and warrants, and 27,000,000 shares of Common Stock were reserved for the potential future issuance of the earnout shares. </span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">In connection with the execution of the Merger Agreement, Switchback entered into separate subscription agreements (each a “Subscription Agreement”) with a number of investors (each a “New PIPE Investor”), pursuant to which the New PIPE Investors agreed to purchase, and Switchback agreed to sell to the New PIPE Investors, an aggregate of 22,500,000 shares of Common Stock (“PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $225.0 million, in a private placement pursuant to the subscription agreements (“PIPE Financing”). The PIPE Financing closed simultaneously with the consummation of the Merger.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Pursuant to the terms of a letter agreement the initial Switchback stockholders entered into in connection with the execution of the Merger Agreement (“Founders Stock Letter”), the initial stockholders surrendered 984,706 of Switchback Class B common stock shares purchased by NGP Switchback, LLC, a Delaware limited liability company (“Sponsor”) prior to the Switchback Public Offering </span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">on May 16, 2019 (“Founder Shares”) for no consideration, whereupon such Founder Shares were immediately cancelled. Additionally, 900,000 Founder Shares, which were previously subjected to potential forfeiture until the closing volume weighted average price per share of the Company’s Common Stock achieved $12.00 for any ten trading days within any twenty consecutive trading day period during the five-year period following the Closing (“Founder Earn Back Triggering Event” and such Founder Shares the “Founder Earn Back Shares”), met the Founder Earn Back Triggering Event on March 12, 2021.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">At the Closing, the Sponsor exercised its right to convert a portion of the working capital loans made by the Sponsor to Switchback into an additional 1,000,000 Private Placement Warrants at a price of $1.50 per warrant in satisfaction of $1.5 million principal amount of such loans.</span></div><div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The number of shares of Common Stock issued immediately following the consummation of the Merger was as follows:</span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:72.990%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:24.810%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Shares</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Common stock of Switchback, outstanding prior to Merger</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">39,264,704 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Less redemption of Switchback shares</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(33,009)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Less surrender of Switchback Founder Shares</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(984,706)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Common stock of Switchback</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">38,246,989 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Shares issued in PIPE</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">22,500,000 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Merger and PIPE financing shares (1)</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">60,746,989 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Legacy ChargePoint shares (2)</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">217,021,368 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Total shares of common stock immediately after Merger</span></td><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">277,768,357 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:10pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">_______________</span></div><div><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:120%">(1) This includes 900,000 contingently forfeitable Founder Earn Back Shares pending the occurrence of the Founder Earn Back Triggering Event, which was met on March 12, 2021</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:120%">(2) The number of Legacy ChargePoint shares was determined by converting the 217,761,738 shares of Legacy ChargePoint common stock outstanding immediately prior to the closing of the Merger using the Exchange Ratio of 0.9966. All fractional shares were rounded down.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Merger is accounted for as a reverse recapitalization under U.S. GAAP. This determination is primarily based on Legacy ChargePoint stockholders comprising a relative majority of the voting power of ChargePoint and having the ability to nominate the members of the Board of Directors, Legacy ChargePoint’s operations prior to the acquisition comprising the only ongoing operations of ChargePoint, and Legacy ChargePoint’s senior management comprising a majority of the senior management of ChargePoint. Under this method of accounting, Switchback is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of ChargePoint represent a continuation of the financial statements of Legacy ChargePoint with the Merger being treated as the equivalent of ChargePoint issuing stock for the net assets of Switchback, accompanied by a recapitalization. The net assets of Switchback are stated at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the Merger are presented as those of ChargePoint. All periods prior to the Merger have been retrospectively adjusted using the Exchange Ratio for the equivalent number of shares outstanding immediately after the Merger to effect the reverse recapitalization. Additionally, upon the consummation of the Merger, the Company gave effect to the issu</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">ance of 60,746,989 shares o</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">f Common Stock for the previously issued Switchback common stock and PIPE Shares that were outstanding at the Closing Date.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">In connection with the Merger, the Company raised $511.6 million of proceeds including the contribution of $286.6 million of cash held in Switchback’s trust account from its initial public offering, net of redemptions of Switchback public stockholders of $0.3 million, and $225.0 million of cash in connection with the PIPE financing. The Company incurred $36.5 million of transaction costs, consisting of banking, legal, and other professional fees, of which $29.5 million was recorded as a reduction to additional paid-in capital of proceeds and the remaining $7.0 million was expensed in the consolidated statements of operations.</span></div><div style="margin-top:12pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Acquisition of ViriCiti</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">On August 11, 2021, the Company acquired all of the outstanding shares of ViriCiti for $79.4 million in cash, subject to adjustments, as well as up to $7.7 million of additional earnout consideration contingent on meeting certain revenue targets through January 31, 2023 (“ViriCiti Earnout”). ViriCiti is a Netherlands-based provider of electrification solutions for eBus and commercial fleets with offices in the Netherlands and the United States. The acquisition is expected to enhance ChargePoint’s fleet solutions portfolio of hardware, software and services by integrating information sources to optimize electric fleet operations. </span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The acquisition of ViriCiti was considered a business combination and was accounted for under the acquisition method of accounting. The total purchase price was allocated to the net tangible and intangible assets acquired and liabilities assumed based on their respective fair values on the acquisition date and the excess was recorded as goodwill. The ViriCiti Earnout liability was valued using a Monte Carlo simulation valuation model using a distribution of potential outcomes over the earnout period based on the most reliable information available. The liability is remeasured to fair value based upon the attainment against the revenue targets and changes in the fair value of earnout liabilities is presented in the consolidated statements of operations using Level 3 fair value inputs.</span></div><div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Level 3 fair value inputs used in the valuation of ViriCiti Earnout liability were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:64.051%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.324%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.325%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">January 31, 2022</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">August 11, 2021<br/>(ViriCiti Acquisition Date)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Expected volatility</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">35.3 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">34.2 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Risk-free interest rate</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Expected term (years)</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1.13</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1.60</span></td></tr></table></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company incurred acquisition-related expenses of $2.3 million, which were recorded as general and administrative expenses in the consolidated statement of operations.</span></div><div style="margin-bottom:10pt;margin-top:10pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The following table summarized the purchase consideration (in thousands):</span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:78.293%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:19.507%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Amount</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Cash consideration</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">79,415 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">ViriCiti Earnout consideration (1)</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,908 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total purchase consideration</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">83,323</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:10pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:112%">_______________</span></div><div><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:120%">(1) Values are translated into U.S. Dollars at period-end foreign exchange rates. Changes in the fair value of contingent earnout liability is presented in Note 3, </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%">Fair Value Measurements</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:120%">.</span></div><div style="margin-bottom:12pt;margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The assets acquired and liabilities assumed in connection with the acquisition were recorded at their fair value at the acquisition date as follows (in thousands):</span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:78.293%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:19.507%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Amount</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Cash and cash equivalents</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">623 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Accounts receivable, net</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,248 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Other assets</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,215 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Customer relationships</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">17,683 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Developed technology</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">6,558 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Goodwill</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">62,839 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Deferred tax liabilities, net</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(3,514)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Other liabilities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(5,329)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total acquired assets and assumed liabilities</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">83,323</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The results of operations of ViriCiti are included in the accompanying consolidated statements of operations from the date of acquisition. ViriCiti’s results of operations since the date of acquisition were not material to the Company’s consolidated results of operations. </span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Acquisition of has•to•be gmbh</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">On October 6, 2021, the Company acquired all of the outstanding shares of has•to•be gmbh (“HTB”) for approximately $235.0 million, consisting of $132.9 million in cash and $102.1 million in the form of 5,695,176 shares of ChargePoint Common Stock valued at $17.92 per share on the acquisition date. Of the cash component $2.8 million were paid on February 3, 2022 as part of a working capital adjustment and 885,692 shares, valued at $15.9 million, are held in escrow to cover indemnity claims the Company may make within eighteen months from the closing date. HTB is an Austria-based e-mobility provider with a European charging software platform. The acquisition is intended to expand the Company’s market share in Europe.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The acquisition of HTB was considered a business combination and was accounted for under the acquisition method of accounting. The total purchase price was allocated to the net tangible and intangible assets acquired and liabilities assumed based on their respective fair values on the acquisition date, and the excess was recorded as goodwill. At the acquisition date, t</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">he allocation of the purchase price consideration was incomplete as the Company continued to review the detailed valuation analyses to derive the fair value of assets acquired and liabilities assumed from the acquisitions, including developed technology, customer relationships, and the related tax impacts. Therefore, the acquisition date purchase price allocations previously disclosed were based on provisional estimates and subject to continuing management analysis. As of January 31, 2022, the Company completed its review of the detailed valuation analysis and measurement period adjustments were recognized in the fourth quarter of the current year.</span></div><div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company incurred acquisition-related expenses of $2.7 million, which were recorded as general and administrative expenses in the consolidated statement of operations. </span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The following table summarized the purchase consideration (in thousands):</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:78.293%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:19.507%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Amount</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Cash consideration</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">132,947 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Common Stock consideration</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">102,057 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total purchase consideration</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">235,004</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:112%">The assets acquired and liabilities assumed in connection with the acquisition were recorded at their fair value at the acquisition date as follows (in thousands):</span></div><div style="text-indent:36pt"><span><br/></span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:78.293%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:19.507%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Amount</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Cash and cash equivalents</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,663 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Accounts receivable, net</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,764 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Other assets</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">4,259 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Customer relationships</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">78,726 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Technology</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">12,712 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Goodwill</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">158,997 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Other liabilities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(8,762)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Deferred tax liability, net</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(18,355)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total acquired assets and assumed liabilities</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">235,004</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:700;line-height:112%">Supplemental Pro Forma Information</span></div><div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:112%">The following unaudited pro forma financial information summarizes the combined results of operations for the Company and HTB as if the companies were combined as of February 1, 2020 (in thousands):</span></div><div style="margin-top:10pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:76.778%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:9.960%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.962%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="6" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Year Ended<br/> January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Revenue</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">249,063 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">152,930 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Net Loss</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(138,047)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(212,354)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The unaudited pro forma information above include the following adjustments to net loss in the pro forma periods presented (in thousands):</span></div><div style="margin-top:10pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:77.990%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:9.354%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.356%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="6" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Twelve Months Ended<br/> January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">An (increase) in amortization expense</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(6,876)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(9,845)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">An (increase) decrease in expenses related to transaction</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,669 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(2,669)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">An (increase) decrease in tax provision</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,719 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,461 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Overall (increase) decrease in net loss</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(2,488)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(10,053)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">ChargePoint net loss</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(132,241)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(197,024)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">HTB net loss</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(3,318)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(5,278)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Pro forma net loss</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(138,047)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(212,355)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The unaudited supplemental pro forma information presented for HTB is for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisitions taken place on the date indicated, or of the Company’s future consolidated results of operations. The supplemental pro forma information presented above has been derived from the Company’s historical consolidated financial statements and from the historical unaudited accounting records of HTB.</span></div><div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Pro forma results of operations for ViriCiti have not been presented because the effect of the acquisition was not material to the consolidated statements of operations.</span></div><div style="margin-top:10pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:700;line-height:112%">Goodwill and Intangible Assets</span></div><div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The following table summarizes the changes in carrying amounts of goodwill (in thousands):</span></div><div style="margin-top:10pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:83.748%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.052%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Balance as of January 31, 2021</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,215 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Goodwill acquired with ViriCiti acquisition</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">62,839 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Goodwill acquired with HTB acquisition</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">158,997 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Foreign exchange fluctuations</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(4,567)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Balance as of January 31, 2022</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">218,484</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Goodwill from these acquisitions represents the future economic benefits arising from other assets that could not be individually identified and separately recognized, such as the acquired assembled workforce. Goodwill is not deductible for tax purposes</span><span style="color:#000000;font-family:'Calibri',sans-serif;font-size:9pt;font-weight:400;line-height:120%">.</span></div><div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:112%">The following table presents the details of intangible assets (amounts in thousands, useful lives in years):</span></div><div style="margin-top:10pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:36.778%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.051%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.809%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.809%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.053%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="12" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">January 31, 2022</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Cost (1)</span></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Accumulated Amortization (1)</span></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Net (1)</span></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Useful Life</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:700;line-height:100%">ViriCiti</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Customer relationships</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">17,683 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(832)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">16,851 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">10</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Developed technology</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">6,558 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(514)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">6,044 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">6</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:700;line-height:100%">HTB</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Customer relationships</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">75,382 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(2,391)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">72,991 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">10</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Developed technology</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">12,173 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(850)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">11,323 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">6</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">111,796</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(4,587)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">107,209</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr></table><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">_______________</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:120%">(1) Values are translated into U.S. Dollars at period-end foreign exchange rates.</span></div><div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The fair value assigned to customer relationships was determined using the income approach, specifically using the multi-period excess earnings method (“MPEEM”), and the fair value assigned to developed technology was determined using relief from royalty rate (“RFR”) method, based on analysis of royalty rate licensing data of market participants. </span></div><div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The customer relationship intangible asset was valued using the MPEEM method. The significant assumptions used include the estimated annual net cash flows (including appropriate revenue, cost of revenue and operating expenses attributable to the asset, retention rate, applicable tax rate, and contributory asset charges, among other factors), the discount rate, reflecting the risks inherent in the future cash flow stream, an assessment of the asset’s life cycle, and the tax amortization benefit, among other factors. </span></div><div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The developed technology intangible asset was valued using the RFR method. The significant assumptions used include the estimated annual net cash flows (including appropriate revenue, cost of revenue and operating expenses attributable the asset, applicable tax rate, royalty rate, gross royalty charges and other factors such as technology related obsolescence rate), the discount rate, reflecting the risks inherent in the future cash flow stream, and the tax amortization benefit, among other factors. </span></div><div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Amortization expense for customer relationships and developed technology is shown as sales and marketing and cost of revenue, respectively, in the consolidated statement of operations. The acquired intangible assets and goodwill are subject to impairment review at least annually on December 31st. Based on the annual impairment analysis completed during the last quarter of the fiscal year ended January 31, 2022, the Company determined that there was no impairment of acquired intangible assets and goodwill.</span></div><div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Acquisition-related intangible assets included in the above table are finite-lived and are carried at cost less accumulated amortization. Intangible assets are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized. Amortization expense was $4.6 million for the year ended January 31, 2022. There was no amortization expense for the year ended January 31, 2021.</span></div><div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company recorded net deferred tax liabilities of $3.5 million and $18.4 million associated with the acquisitions of ViriCiti and HTB, respectively. Deferred tax assets and liabilities are netted and presented in the consolidated balance sheets.</span></div> 22427306 1 1026084 21100000 160925957 1 45376 73.4403 130590 42.9220 29126 48.2529 10.00 0.9966 217021368 68896516 27000000 22500000 10.00 225000000 984706 900000 12.00 10 20 P5Y 1000000 1.50 1500000 <div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The number of shares of Common Stock issued immediately following the consummation of the Merger was as follows:</span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:72.990%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:24.810%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Shares</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Common stock of Switchback, outstanding prior to Merger</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">39,264,704 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Less redemption of Switchback shares</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(33,009)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Less surrender of Switchback Founder Shares</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(984,706)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Common stock of Switchback</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">38,246,989 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Shares issued in PIPE</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">22,500,000 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Merger and PIPE financing shares (1)</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">60,746,989 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Legacy ChargePoint shares (2)</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">217,021,368 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Total shares of common stock immediately after Merger</span></td><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">277,768,357 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:10pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">_______________</span></div><div><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:120%">(1) This includes 900,000 contingently forfeitable Founder Earn Back Shares pending the occurrence of the Founder Earn Back Triggering Event, which was met on March 12, 2021</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:120%">(2) The number of Legacy ChargePoint shares was determined by converting the 217,761,738 shares of Legacy ChargePoint common stock outstanding immediately prior to the closing of the Merger using the Exchange Ratio of 0.9966. All fractional shares were rounded down.</span></div> 39264704 33009 984706 38246989 22500000 60746989 217021368 277768357 900000 217761738 0.9966 60746989 511600000 286600000 300000 225000000 36500000 29500000 7000000 79400000 7700000 The Level 3 fair value inputs used in the valuation of ViriCiti Earnout liability were as follows:<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:64.051%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.324%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.325%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">January 31, 2022</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">August 11, 2021<br/>(ViriCiti Acquisition Date)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Expected volatility</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">35.3 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">34.2 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Risk-free interest rate</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Expected term (years)</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1.13</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1.60</span></td></tr></table><div style="margin-bottom:12pt;margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Level 3 fair value inputs used in the recurring valuation of the redeemable convertible preferred stock warrant liability were as follows:</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">February 26, 2021 <br/>(Merger Date)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">January 31, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">January 31, 2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Expected volatility</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">84.3 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">80.5 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">58.4 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Risk-free interest rate</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.0 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1.6 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Dividend rate</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Expected term (years)</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1.4</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2.0</span></td></tr></table></div> 0.353 0.342 0.008 0.008 1.13 1.60 2300000 <div style="margin-bottom:10pt;margin-top:10pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The following table summarized the purchase consideration (in thousands):</span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:78.293%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:19.507%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Amount</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Cash consideration</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">79,415 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">ViriCiti Earnout consideration (1)</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,908 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total purchase consideration</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">83,323</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:10pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:112%">_______________</span></div><div><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:120%">(1) Values are translated into U.S. Dollars at period-end foreign exchange rates. Changes in the fair value of contingent earnout liability is presented in Note 3, </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-style:italic;font-weight:400;line-height:120%">Fair Value Measurements</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:120%">.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The following table summarized the purchase consideration (in thousands):</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:78.293%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:19.507%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Amount</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Cash consideration</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">132,947 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Common Stock consideration</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">102,057 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total purchase consideration</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">235,004</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 79415000 3908000 83323000 <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The assets acquired and liabilities assumed in connection with the acquisition were recorded at their fair value at the acquisition date as follows (in thousands):</span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:78.293%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:19.507%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Amount</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Cash and cash equivalents</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">623 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Accounts receivable, net</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,248 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Other assets</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,215 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Customer relationships</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">17,683 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Developed technology</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">6,558 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Goodwill</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">62,839 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Deferred tax liabilities, net</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(3,514)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Other liabilities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(5,329)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total acquired assets and assumed liabilities</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">83,323</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table><div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:112%">The assets acquired and liabilities assumed in connection with the acquisition were recorded at their fair value at the acquisition date as follows (in thousands):</span></div><div style="text-indent:36pt"><span><br/></span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:78.293%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:19.507%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Amount</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Cash and cash equivalents</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,663 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Accounts receivable, net</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,764 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Other assets</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">4,259 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Customer relationships</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">78,726 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Technology</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">12,712 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Goodwill</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">158,997 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Other liabilities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(8,762)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Deferred tax liability, net</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(18,355)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total acquired assets and assumed liabilities</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">235,004</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 623000 1248000 3215000 17683000 6558000 62839000 3514000 5329000 83323000 235000000 132900000 102100000 5695176 17.92 2800000 885692 15900000 P18M 2700000 132947000 102057000 235004000 3663000 3764000 4259000 78726000 12712000 158997000 8762000 18355000 235004000 <div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:112%">The following unaudited pro forma financial information summarizes the combined results of operations for the Company and HTB as if the companies were combined as of February 1, 2020 (in thousands):</span></div><div style="margin-top:10pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:76.778%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:9.960%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.962%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="6" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Year Ended<br/> January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Revenue</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">249,063 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">152,930 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Net Loss</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(138,047)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(212,354)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The unaudited pro forma information above include the following adjustments to net loss in the pro forma periods presented (in thousands):</span></div><div style="margin-top:10pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:77.990%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:9.354%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.356%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="6" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Twelve Months Ended<br/> January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">An (increase) in amortization expense</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(6,876)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(9,845)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">An (increase) decrease in expenses related to transaction</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,669 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(2,669)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">An (increase) decrease in tax provision</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,719 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,461 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Overall (increase) decrease in net loss</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(2,488)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(10,053)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">ChargePoint net loss</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(132,241)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(197,024)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">HTB net loss</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(3,318)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(5,278)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Pro forma net loss</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(138,047)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(212,355)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 249063000 152930000 -138047000 -212354000 -6876000 -9845000 2669000 -2669000 1719000 2461000 -2488000 -10053000 -132241000 -132241000 -197024000 -197024000 -3318000 -5278000 -138047000 -212355000 <div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The following table summarizes the changes in carrying amounts of goodwill (in thousands):</span></div><div style="margin-top:10pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:83.748%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.052%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Balance as of January 31, 2021</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,215 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Goodwill acquired with ViriCiti acquisition</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">62,839 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Goodwill acquired with HTB acquisition</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">158,997 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Foreign exchange fluctuations</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(4,567)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Balance as of January 31, 2022</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">218,484</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 1215000 62839000 158997000 -4567000 218484000 0 <div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:112%">The following table presents the details of intangible assets (amounts in thousands, useful lives in years):</span></div><div style="margin-top:10pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:36.778%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.051%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.809%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.809%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.053%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="12" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">January 31, 2022</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Cost (1)</span></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Accumulated Amortization (1)</span></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Net (1)</span></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Useful Life</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:700;line-height:100%">ViriCiti</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Customer relationships</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">17,683 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(832)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">16,851 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">10</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Developed technology</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">6,558 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(514)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">6,044 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">6</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:700;line-height:100%">HTB</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Customer relationships</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">75,382 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(2,391)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">72,991 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">10</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Developed technology</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">12,173 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(850)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">11,323 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">6</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">111,796</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(4,587)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">107,209</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr></table><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">_______________</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:120%">(1) Values are translated into U.S. Dollars at period-end foreign exchange rates.</span></div> 17683000 832000 16851000 P10Y 6558000 514000 6044000 P6Y 75382000 2391000 72991000 P10Y 12173000 850000 11323000 P6Y 111796000 4587000 107209000 0 4600000 0 3500000 18400000 Balance Sheet Components<div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Inventories</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Inventories consisted of the following:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="background-color:#ffffff;border-bottom:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">January 31,</span></td></tr></table></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2022</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Raw materials</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">9,712 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">13,029 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Work-in-progress</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">68 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Finished goods</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">26,167 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">20,495 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total Inventories</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">35,879</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">33,592</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:10pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Prepaid expense and other current assets</span></div><div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Prepaid expense and other current assets consisted of the following:</span></div><div style="margin-top:10pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2022</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Prepaid expense</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">16,951 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,986 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Other current assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">19,652 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">8,088 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total Prepaid Expense and Other Current Assets</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">36,603</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">12,074</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:10pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Property and equipment, net</span></div><div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Property and equipment, net consisted of the following:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2022</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Furniture and fixtures</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">903 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,594 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Computers and software</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">6,147 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5,384 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Machinery and equipment</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">16,193 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">10,605 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Tooling</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">10,572 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">7,705 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Leasehold improvements</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">10,549 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">9,398 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Owned and operated systems</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">22,546 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">17,703 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Construction in progress</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,720 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,462 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">69,630 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">54,851 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Less: Accumulated depreciation</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(35,037)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(24,863)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Total Property and Equipment, Net</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">34,593</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">29,988</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Depreciation expense for the years ended January 31, 2022, 2021, and 2020 was $11.8 million, $10.1 million, and $7.1 million, respectively.</span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Accrued and other current liabilities</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Accrued and other current liabilities consisted of the following:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2022</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Accrued expenses</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">31,865 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">18,404 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Refundable customer deposits</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">9,409 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">6,482 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Payroll and related expenses</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">16,131 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">7,547 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Taxes payable</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">8,955 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5,213 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Other current liabilities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">17,968 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">9,516 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Total Accrued and Other Current Liabilities</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">84,328</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">47,162</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> <div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Inventories consisted of the following:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="background-color:#ffffff;border-bottom:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">January 31,</span></td></tr></table></div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2022</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Raw materials</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">9,712 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">13,029 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Work-in-progress</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">68 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Finished goods</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">26,167 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">20,495 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total Inventories</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">35,879</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">33,592</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 9712000 13029000 0 68000 26167000 20495000 35879000 33592000 <div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Prepaid expense and other current assets consisted of the following:</span></div><div style="margin-top:10pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2022</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Prepaid expense</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">16,951 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,986 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Other current assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">19,652 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">8,088 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total Prepaid Expense and Other Current Assets</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">36,603</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">12,074</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 16951000 3986000 19652000 8088000 36603000 12074000 903000 1594000 6147000 5384000 16193000 10605000 10572000 7705000 10549000 9398000 22546000 17703000 2720000 2462000 69630000 54851000 35037000 24863000 34593000 29988000 11800000 10100000 7100000 <div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Accrued and other current liabilities consisted of the following:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2022</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Accrued expenses</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">31,865 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">18,404 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Refundable customer deposits</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">9,409 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">6,482 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Payroll and related expenses</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">16,131 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">7,547 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Taxes payable</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">8,955 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5,213 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Other current liabilities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">17,968 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">9,516 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Total Accrued and Other Current Liabilities</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">84,328</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">47,162</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 31865000 18404000 9409000 6482000 16131000 7547000 8955000 5213000 17968000 9516000 84328000 47162000 LeasesThe Company leases its office facilities under non-cancellable operating leases with various lease terms. The Company also leases certain office equipment under operating lease agreements. As of January 31, 2022, non-cancellable leases expire on various dates between fiscal years 2023 and 2030.<div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Generally, the Company's non-cancellable leases include renewal options to extend the lease term from <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjg1ZWM5MGRjMTYxNzRmZmY4MGFmNjRkYTY2ZjhkOTY5L3NlYzo4NWVjOTBkYzE2MTc0ZmZmODBhZjY0ZGE2NmY4ZDk2OV8xMTgvZnJhZzo4YTdiYzFmMmY0MTg0NDYxOTc0MWI3MWJmZGIxYjdkOS90ZXh0cmVnaW9uOjhhN2JjMWYyZjQxODQ0NjE5NzQxYjcxYmZkYjFiN2Q5XzM5Nw_e201480f-91b4-4f88-b2c4-0c1369979a8e">one</span> to five years. The Company has not included any renewal options in its lease terms as these options are not reasonably certain of being exercised. The lease agreements do not contain any material residual value guarantees or material restrictive covenants.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">As of January 31, 2022 and 2021, lease balances were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2022</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Operating leases</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Operating lease right-of-use assets</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">25,535</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">21,817</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Operating lease liabilities, current</span></td><td colspan="2" style="background-color:#cceeff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,876 </span></td><td style="background-color:#cceeff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,286 </span></td><td style="background-color:#cceeff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Operating lease liabilities, noncurrent</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">25,370 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">22,459 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Total operating lease liabilities</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">29,246</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">24,745</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company recognizes operating lease costs on a straight-line basis over the lease period. Lease expense for the years ended January 31, 2022, 2021, and 2020 was $6.1 million, $5.1 million, and $4.5 million, respectively. Operating lease costs for short-term leases and variable lease costs were not material during the years ended January 31, 2022, 2021 and 2020.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Future payments of operating lease liabilities under the Company’s non-cancellable operating leases as of January 31, 2022 were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:85.718%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.082%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Years Ending January 31,</span></div></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">2023</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">6,719 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">2024</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">6,177 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">2025</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5,779 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">2026</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">4,775 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">2027</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">4,589 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Thereafter</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">10,347 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Total undiscounted operating lease payments</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">38,386</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Less: imputed interest</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(9,140)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Total operating lease liabilities</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">29,246</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Other supplemental information as of January 31, 2022 and 2021 was as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2022</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Lease Term and Discount Rate</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Weighted-average remaining operating lease term (years)</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">6.5</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">7.5</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Weighted-average operating lease discount rate</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">7.3 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">7.9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td></tr></table></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Other supplemental cash flow information for the years ended January 31, 2022, 2021 and 2020 was as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Year ended January 31,</span></div></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2022</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2021</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="15" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Supplemental Cash Flow Information</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Cash paid for amounts in the measurement of operating lease liabilities</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5,164 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">4,226 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">4,527 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div>As of January 31, 2022, the Company has no additional operating leases that have not yet commenced and as such, have not yet been recognized on the Company’s Consolidated Balance Sheet. P5Y <div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">As of January 31, 2022 and 2021, lease balances were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2022</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Operating leases</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Operating lease right-of-use assets</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">25,535</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">21,817</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Operating lease liabilities, current</span></td><td colspan="2" style="background-color:#cceeff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,876 </span></td><td style="background-color:#cceeff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,286 </span></td><td style="background-color:#cceeff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Operating lease liabilities, noncurrent</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">25,370 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">22,459 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Total operating lease liabilities</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">29,246</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">24,745</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 25535000 21817000 3876000 2286000 25370000 22459000 29246000 24745000 6100000 5100000 4500000 <div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Future payments of operating lease liabilities under the Company’s non-cancellable operating leases as of January 31, 2022 were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:85.718%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.082%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Years Ending January 31,</span></div></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">2023</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">6,719 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">2024</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">6,177 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">2025</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5,779 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">2026</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">4,775 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">2027</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">4,589 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Thereafter</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">10,347 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Total undiscounted operating lease payments</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">38,386</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Less: imputed interest</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(9,140)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Total operating lease liabilities</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">29,246</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 6719000 6177000 5779000 4775000 4589000 10347000 38386000 9140000 29246000 <div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Other supplemental information as of January 31, 2022 and 2021 was as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2022</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Lease Term and Discount Rate</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Weighted-average remaining operating lease term (years)</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">6.5</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">7.5</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Weighted-average operating lease discount rate</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">7.3 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">7.9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td></tr></table></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Other supplemental cash flow information for the years ended January 31, 2022, 2021 and 2020 was as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Year ended January 31,</span></div></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2022</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2021</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="15" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Supplemental Cash Flow Information</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Cash paid for amounts in the measurement of operating lease liabilities</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5,164 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">4,226 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">4,527 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> P6Y6M P7Y6M 0.073 0.079 5164000 4226000 4527000 Debt<div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">In July 2018, the Company entered into a term loan facility with certain lenders (the “2018 Loan”) with a borrowing capacity of $45.0 million to finance working capital and repay all outstanding amounts owed under previous loans. The Company borrowed $35.0 million, with issuance costs of $1.1 million and net proceeds of $33.9 million. The 2018 Loan is secured by substantially all of the Company’s assets, contains customary affirmative and negative covenants, and requires the Company to maintain minimum cash balances and attain certain customer billing targets. The 2018 Loan has a <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjg1ZWM5MGRjMTYxNzRmZmY4MGFmNjRkYTY2ZjhkOTY5L3NlYzo4NWVjOTBkYzE2MTc0ZmZmODBhZjY0ZGE2NmY4ZDk2OV8xMjEvZnJhZzo2Nzc0Zjg0ZTRiNDY0Y2NmOTc4MzQ0NmYxN2I5MWZlZS90ZXh0cmVnaW9uOjY3NzRmODRlNGI0NjRjY2Y5NzgzNDQ2ZjE3YjkxZmVlXzExMjk_d222aea8-e3bc-4ba0-aedc-543fdf0b6ac7">five</span>-year maturity and interest is calculated at LIBOR plus 6.55%. The 2018 Loan agreement was amended on March 20, 2019 to extend the interest only monthly payments through June 30, 2021 to be followed by equal monthly payments of principal and interest. As of January 31, 2021 the Company was in compliance with all financial and non-financial debt covenants.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Transaction costs upon entering into the 2018 Loan were recorded as debt discount and are amortized over the term of the 2018 Loan.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Total interest expense incurred during the years ended January 31, 2022, 2021, and 2020 was $1.5 million, $3.3 million, and $3.5 million, respectively. There was no accrued interest as of January 31, 2022 and 2021.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">In March 2021, the Company repaid the entire loan balance of $35.0 million, accrued interest and prepayment fees of $1.2 million.</span></div> 45000000 35000000 1100000 33900000 0.0655 1500000 3300000 3500000 0 0 35000000 1200000 Commitments and Contingencies<div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Purchase Commitments</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Open purchase commitments are for the purchase of goods and services related to, but not limited to, manufacturing, facilities, and professional services under non-cancellable contracts. They were not recorded as liabilities on the consolidated balance sheets as of January 31, 2022 and 2021 as the Company had not yet received the related goods or services. The Company had open purchase commitments for goods and services of $167.0 million as of January 31, 2022. All of them are expected to be received by January 31, 2024.</span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Legal Proceedings</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company may be involved in various lawsuits, claims, and proceedings, including intellectual property, commercial, securities, and employment matters that arise in the normal course of business. The Company accrues a liability when management believes information available prior to the issuance of the consolidated financial statements indicates it is probable a loss has been incurred as of the date of the consolidated financial statements and the amount of loss can be reasonably estimated. The Company adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. Legal costs are expensed as incurred.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company believes it has recorded adequate provisions for any such lawsuits, claims, and proceedings and, as of January 31, 2022, it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized in the consolidated financial statements. Based on its experience, the Company believes that damage amounts claimed in these matters are not meaningful indicators of potential liability. Given the inherent uncertainties of litigation, the ultimate outcome of the ongoing matters described herein cannot be predicted with certainty. While litigation is inherently unpredictable, the Company believes it has valid defenses with respect to the legal matters pending against it. Nevertheless, the consolidated financial statements could be materially adversely affected in a particular period by the resolution of one or more of these contingencies. Liabilities established to provide for contingencies are adjusted as further information develops, circumstances change, or contingencies are resolved; and such changes are recorded in the accompanying consolidated statements of operations during the period of the change and reflected in accrued and other current liabilities on the accompanying consolidated balance sheets.</span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Guarantees and Indemnifications</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company has service level commitments to its customers warranting certain levels of uptime reliability and performance and permitting those customers to receive credits in the event that the Company fails to meet those levels. To date, the Company has not incurred any material costs as a result of such commitments.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company’s arrangements generally include certain provisions for indemnifying customers against liabilities if its products or services infringe a third-party’s intellectual property rights. Additionally, the Company may be required to indemnify for claims caused by its negligence or willful misconduct. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. To date, the Company has not incurred any material costs as a result of such obligations and has not accrued any liabilities related to such obligations in the consolidated financial statements.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines, and settlement amounts incurred by them in any action or proceeding to which any of them are, or are threatened to be, made a party by reason of their service as a director or officer. The Company maintains director and officer insurance coverage that would generally enable it to recover a portion of any future amounts paid. The Company also may be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions.</span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Letters of Credit</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company had $0.4 million of secured letters of credit outstanding as of January 31, 2022 and 2021. These primarily relate to support of customer agreements and are fully collateralized by cash deposits which the Company recorded in restricted cash on its consolidated balance sheets based on the term of the remaining restriction.</span></div> 167000000 400000 400000 Redeemable Convertible Preferred Stock<div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">In fiscal year 2022, upon the closing of the Merger on February 26, 2021, all outstanding redeemable convertible preferred stock were converted into shares of Legacy ChargePoint common stock pursuant to the conversion rate effective immediately prior to the Merger (see Note 4, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Reverse Capitalization and Business Combinations).</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">In fiscal year 2021, Legacy ChargePoint issued 22.4 million shares of Series H-1 redeemable convertible preferred stock and 22.4 million common stock warrants for total cash proceeds of $127.0 million, net of issuance costs of $0.2 million. On issuance, Legacy ChargePoint’s redeemable convertible preferred stock and common stock warrants were recorded at fair value of the amount of allocated proceeds, net of issuance costs. Legacy ChargePoint performed a valuation of the Series H-1 redeemable convertible preferred stock as well as the common stock warrants. The common stock warrants were valued using the Black-Scholes option pricing model. Based upon that valuation, Legacy ChargePoint allocated the net proceeds between the Series H-1 redeemable convertible preferred stock and common stock warrants of $95.5 million and $31.5 million, respectively, based on their relative fair values. In addition, the Company evaluated the conversion feature of the Series H-1 redeemable convertible preferred stock to assess whether it met the definition of a beneficial conversion feature (“BCF”). As the fair value of a share of common stock exceeded the effective conversion price at the issuance date, the Series H-1 redeemable convertible preferred stock contained a BCF. The intrinsic value of $60.4 million was recorded as a discount to the Series H-1 redeemable convertible preferred stock and a credit to additional paid-in capital. As a result of the shares being readily convertible into shares of the Company’s common stock at the option of the holders, the full value of the BCF was immediately recorded as a deemed dividend through additional paid-in capital to reflect the accretion of the discount resulting from the at-issuance BCF embedded within the redeemable convertible preferred stock.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">In fiscal year 2020, Legacy ChargePoint issued 2.6 million shares of Series H redeemable convertible preferred stock and 0.9 million common stock warrants for total cash proceeds of $14.9 million, net of issuance costs of $0.1 million. Of the total proceeds, $14.8 million, net of $0.1 million of issuance costs, was allocated to the Series H redeemable convertible preferred stock, based on the estimated fair value of the redeemable convertible preferred stock relative to the estimated fair value of the common stock warrants. </span></div><div style="text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">As of January 31, 2022, the Company does not have any redeemable convertible preferred stock outstanding. Redeemable convertible preferred stock as of January 31, 2021 and 2020 consisted of the following (in thousands, except for number of shares):</span></div><div><span><br/></span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:44.354%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.085%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">January 31, 2021</span></td></tr><tr style="height:11pt"><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Shares</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" rowspan="2" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Liquidation<br/>Preference</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" rowspan="2" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Carrying<br/>Value</span></td></tr><tr style="height:11pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Authorized</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Outstanding</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Series A</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">29,027 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">29,027 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,746 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,697 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Series B</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">132,831 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">130,146 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">13,993 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">13,947 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Series C</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">45,222 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">45,222 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">13,068 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">13,039 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Series D</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">45,744,194 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">44,307,263 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">54,946 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">49,469 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Series E</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">22,578,525 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">21,772,150 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">54,000 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">26,795 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Series F</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">23,611,372 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">23,611,372 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">59,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">58,624 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Series G</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">28,533,636 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">28,533,636 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">125,000 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">124,745 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Series H</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">42,154,388 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">42,154,388 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">240,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">229,925 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Series H-1 (for liquidation preference including unpaid accumulated dividends)</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">22,351,053 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">22,351,053 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">146,594 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">95,456 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">185,180,248</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">182,934,257</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">710,347</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">615,697</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:44.354%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.085%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">January 31, 2020</span></td></tr><tr style="height:11pt"><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Shares</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" rowspan="2" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Liquidation<br/>Preference</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" rowspan="2" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Carrying<br/>Value</span></td></tr><tr style="height:11pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Authorized</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Outstanding</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Series A</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">29,027 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">29,027 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,746 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,697 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Series B</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">132,831 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">130,146 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">13,993 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">13,947 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Series C</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">45,222 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">45,222 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">13,068 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">13,039 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Series D</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">45,744,194 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">44,307,262 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">54,946 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">49,469 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Series E</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">22,578,525 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">21,772,150 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">54,000 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">26,795 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Series F</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">23,611,372 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">23,611,372 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">59,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">58,624 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Series G</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">28,533,636 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">28,533,636 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">125,000 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">124,745 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Series H</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">42,154,388 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">42,154,388 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">240,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">229,925 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">162,829,195</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">160,583,203</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">563,753</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">520,241</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The significant features of the Legacy ChargePoint’s redeemable convertible preferred stock were as follows:</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Dividend provisions </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">— The holders of the outstanding shares of Series A, Series B, Series C, Series D, Series E, Series F, Series G, and Series H redeemable convertible preferred stock are entitled to receive, when and if declared by Legacy ChargePoint’s board of directors, a noncumulative dividend at the annual rate per share of $10.3251, $8.5792, $23.1286, $0.0992, $0.0992, $0.1999, $0.3505, and $0.4554, respectively, per annum, adjustable for certain events, such as stock splits and combinations. The holders of the outstanding shares of Series H-1 redeemable convertible preferred stock are entitled to receive a cumulative dividend accrued at the annual rate of $0.4539 per share, accruing on a daily basis through the second anniversary of the issuance of the Series H-1 redeemable convertible preferred stock. In addition, holders of redeemable convertible preferred stock participate in any distribution in excess of preferred dividends on an as converted basis. The Company has declared no dividends as of January 31, 2022 and 2021. As of January 31, 2022 and 2021, total unpaid accumulated dividends due to the Series H-1 redeemable convertible preferred stockholders were zero and $16.8 million, respectively. Upon the closing of the Merger on February 26, 2021, 1,026,084 shares of Common Stock were issued to settle the accumulated dividend to the Series H-1 redeemable convertible preferred stockholders (see Note 4, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Reverse Capitalization and Business Combinations).</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Liquidation preference </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">— In the event of any liquidation, dissolution, winding up or change of control of the Company, whether voluntary or involuntary, the holders of Series H-1 redeemable convertible preferred stock shall be entitled to receive on a pari passu basis, and prior and in preference to any distribution of any of the assets, the amount of $5.6934 per share for each share of Series H-1 redeemable convertible preferred stock then held, as applicable, adjusted for any stock dividends, combinations, splits, or recapitalization, plus all declared but unpaid dividends.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">After payments to the holders of Series H-1 redeemable convertible preferred stock, the holders of Series H redeemable convertible preferred stock shall be entitled to receive on a pari passu basis, and prior and in preference to any distribution of any of the assets, the amount of $5.6934 per share for each share of Series H redeemable convertible preferred stock then held, as applicable, adjusted for any stock dividends, combinations, splits, or recapitalization, plus all declared but unpaid dividends.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">After payments to the holders of Series H redeemable convertible preferred stock, holders of Series G redeemable convertible preferred stock shall be entitled to receive on a pari passu basis, and prior and in preference to any distribution of any of the assets, the </span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">amount of $4.3808 per share for each share of Series G redeemable convertible preferred stock then held, as applicable, adjusted for any stock dividends, combinations, splits, or recapitalization, plus all declared but unpaid dividends.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">After payments to the holders of Series G redeemable convertible preferred stock, holders of Series F redeemable convertible preferred stock shall be entitled to receive on a pari passu basis, and prior and in preference to any distribution of any of the assets, the amount of $2.4988 per share for each share of Series F redeemable convertible preferred stock then held, as applicable, adjusted for any stock dividends, combinations, splits, or recapitalization, plus all declared but unpaid dividends.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">After payments to the holders of Series F redeemable convertible preferred stock, holders of Series E redeemable convertible preferred stock shall be entitled to receive on a pari passu basis, and prior and in preference to any distribution of any of the assets, the amount of $2.4802 per share for each share of Series E redeemable convertible preferred stock then held, as applicable, adjusted for any stock dividends, combinations, splits, or recapitalization, plus all declared but unpaid dividends.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">After payments to the holders of Series E redeemable convertible preferred stock, holders of Series D redeemable convertible preferred stock shall be entitled to receive on a pari passu basis, and prior and in preference to any distribution of any of the assets, the amount of $1.2401 per share for each share of Series D redeemable convertible preferred stock then held, as applicable, adjusted for any stock dividends, combinations, splits, or recapitalization, plus all declared but unpaid dividends.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">After payments to the holders of Series D redeemable convertible preferred stock, the holders of the Series C and Series B redeemable convertible preferred stock are entitled to receive the amount of $288.9825 and $107.5156 per share, respectively, for each share of Series C and Series B redeemable convertible preferred stock then held, as applicable, adjusted for any stock dividends, combinations, splits, or recapitalization, plus all declared but unpaid dividends.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">After payments to the holders of Series C and Series B redeemable convertible preferred stock, the holders of the Series A redeemable convertible preferred stock are entitled to receive the amount of $129.0387 per share, respectively, for each share of Series A redeemable convertible preferred stock share then held, as applicable, adjusted for any stock dividends, combinations, splits, or recapitalization, plus all declared but unpaid dividends.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">After payments to the holders of Series A redeemable convertible preferred stock, the entire remaining assets and surplus funds of the Company legally available for distribution, if any, shall be distributed pro rata among the holders of the then outstanding common stock and redeemable convertible preferred stock on an as-converted basis, rounded down to the next whole number of shares on a pari passu basis according to the number of shares of common stock held by such holders, until such time as each holder of then outstanding Series A, Series B, Series C, Series D, Series E, Series F, Series G, Series H, and Series H-1 redeemable convertible preferred stock have received an aggregate amount equal to 2, 4, 4, 4, 2.5, 4, 2, 2, and 2 times the preference amount, respectively, of each share of redeemable convertible preferred stock held by each holder. After these distributions have been paid to all holders of redeemable convertible preferred stock, then the holders of then outstanding common stock will be entitled to receive all remaining assets of the Company legally available for distribution pro rata according to the number of outstanding shares of common stock then held by each holder. The redeemable convertible preferred stock will be deemed to have been automatically converted into common stock if the redemption amount per share on an as-converted basis would be greater than such holder would otherwise be entitled to.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Conversion rights </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">— Each share of Series A, Series B, Series C, Series D, Series E, Series F, Series G, Series H, and Series H-1 redeemable convertible preferred stock are convertible, at the option of the holder thereof, at any time after the date of issuance of such share, into such number of fully paid and non-assessable shares of common stock as is determined by dividing $91.7319, $81.5974, $139.6147, $1.2401, $1.2401, $2.4988, $4.3808, $5.6934, and $5.6934, respectively, by the conversion price of $1.9011, $1.9011, $1.9011, $1.2401, $1.2401, $2.4988, $4.3808, $5.6934, and $5.6934, respectively, in effect on the date the certificate is surrendered for conversion.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The holders of each series of redeemable convertible preferred stock shall benefit from certain anti-dilution adjustments in the event the Company issues shares at a per share price lower than the respective issuance price of each series of redeemable convertible preferred stock.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The redeemable convertible preferred stock will automatically convert into shares of common stock at the then effective conversion price for each such share immediately upon the Company’s sale of its common stock in a firm commitment of an underwritten initial public offering pursuant to a registration statement under the Securities Act of 1933, as amended, that has a public offering price of not less than $11.3867 per share, adjusted for any stock dividends, combinations, splits, or recapitalization, and which result in aggregate gross proceeds to the Company of not less than $100.0 million, net of underwriting discounts, commissions, and expenses.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Redemption and Balance Sheet Classification </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">— While the redeemable convertible preferred stock does not have mandatory redemption provisions, the deemed liquidation preference provisions of the redeemable convertible preferred stock are considered contingent redemption provisions that are not solely within the Company’s control. These elements primarily relate to deemed liquidation events such as a change of control. Accordingly, the Company’s redeemable convertible preferred stock has been presented outside of permanent equity in the mezzanine section of the consolidated balance sheets.</span></div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Voting rights </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">— The holders of each share of redeemable convertible preferred stock are entitled to the number of votes equal to the number of shares of common stock into which such shares of redeemable convertible preferred stock could be converted. The holder of each share of common stock shall have the right to one vote for each such share and shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Company. Holders of Series A, Series B, Series D, Series, F, and Series H redeemable convertible preferred stock have the right to appoint one, two, three, two, and two directors to the Company’s board of directors, respectively.</span> 22400000 22400000 127000000 200000 95500000 31500000 60400000 2600000 900000 14900000 100000 14800000 100000 <div style="text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">As of January 31, 2022, the Company does not have any redeemable convertible preferred stock outstanding. Redeemable convertible preferred stock as of January 31, 2021 and 2020 consisted of the following (in thousands, except for number of shares):</span></div><div><span><br/></span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:44.354%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.085%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">January 31, 2021</span></td></tr><tr style="height:11pt"><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Shares</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" rowspan="2" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Liquidation<br/>Preference</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" rowspan="2" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Carrying<br/>Value</span></td></tr><tr style="height:11pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Authorized</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Outstanding</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Series A</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">29,027 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">29,027 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,746 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,697 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Series B</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">132,831 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">130,146 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">13,993 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">13,947 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Series C</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">45,222 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">45,222 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">13,068 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">13,039 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Series D</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">45,744,194 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">44,307,263 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">54,946 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">49,469 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Series E</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">22,578,525 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">21,772,150 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">54,000 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">26,795 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Series F</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">23,611,372 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">23,611,372 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">59,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">58,624 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Series G</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">28,533,636 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">28,533,636 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">125,000 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">124,745 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Series H</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">42,154,388 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">42,154,388 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">240,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">229,925 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Series H-1 (for liquidation preference including unpaid accumulated dividends)</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">22,351,053 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">22,351,053 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">146,594 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">95,456 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">185,180,248</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">182,934,257</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">710,347</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">615,697</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:44.354%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.085%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">January 31, 2020</span></td></tr><tr style="height:11pt"><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Shares</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" rowspan="2" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Liquidation<br/>Preference</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" rowspan="2" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Carrying<br/>Value</span></td></tr><tr style="height:11pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Authorized</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Outstanding</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Series A</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">29,027 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">29,027 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,746 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,697 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Series B</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">132,831 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">130,146 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">13,993 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">13,947 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Series C</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">45,222 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">45,222 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">13,068 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">13,039 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Series D</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">45,744,194 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">44,307,262 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">54,946 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">49,469 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Series E</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">22,578,525 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">21,772,150 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">54,000 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">26,795 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Series F</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">23,611,372 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">23,611,372 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">59,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">58,624 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Series G</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">28,533,636 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">28,533,636 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">125,000 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">124,745 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Series H</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">42,154,388 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">42,154,388 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">240,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">229,925 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">162,829,195</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">160,583,203</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">563,753</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">520,241</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 29027 29027 3746000 3697000 132831 130146 13993000 13947000 45222 45222 13068000 13039000 45744194 44307263 54946000 49469000 22578525 21772150 54000000 26795000 23611372 23611372 59000000 58624000 28533636 28533636 125000000 124745000 42154388 42154388 240000000 229925000 22351053 22351053 146594000 95456000 185180248 182934257 710347000 615697000 29027 29027 3746000 3697000 132831 130146 13993000 13947000 45222 45222 13068000 13039000 45744194 44307262 54946000 49469000 22578525 21772150 54000000 26795000 23611372 23611372 59000000 58624000 28533636 28533636 125000000 124745000 42154388 42154388 240000000 229925000 162829195 160583203 563753000 520241000 10.3251 8.5792 23.1286 0.0992 0.0992 0.1999 0.3505 0.4554 0.4539 0 16800000 1026084 5.6934 5.6934 4.3808 2.4988 2.4802 1.2401 288.9825 107.5156 129.0387 2 4 4 4 2.5 4 2 2 2 91.7319 81.5974 139.6147 1.2401 1.2401 2.4988 4.3808 5.6934 5.6934 1.9011 1.9011 1.9011 1.2401 1.2401 2.4988 4.3808 5.6934 5.6934 11.3867 100000000 1 2 3 2 2 Common Stock<div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">On February 26, 2021, the Merger was consummated and the Company issued 60,746,989 shares for an aggregate purchase price of $200.5 million, net of issuance costs of $29.4 million. Immediately following the Merger, there were 277,768,357 shares of Common Stock outstanding with a par value of $0.0001.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company has retroactively adjusted the shares issued and outstanding prior to February 26, 2021, to give effect to the Exchange Ratio established in the Merger Agreement to determine the number of shares of Common Stock into which they were converted. Immediately prior to the Merger, 484,951,532 shares were authorized to issue at $0.0001 par value, with 299,771,284 shares designated as Common Stock and 185,180,248 shares of redeemable convertible preferred stock.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">As of January 31, 2022 and 2021, the Company was authorized to issue 1,000,000,000 and 299,771,284 shares of common stock, respectively, with a par value of $0.0001 per share. There were 334,760,615 and 22,961,032 shares issued and outstanding as of January 31, 2022 and 2021, respectively. </span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. The holders of common stock are not entitled to cumulative voting rights with respect to the election of directors, and as a consequence, minority stockholders are not able to elect directors on the basis of their votes alone. Subject to preferences that may be applicable to any shares of redeemable convertible preferred stock currently outstanding or issued in the future, holders of common stock are entitled to receive ratably such dividends as may be declared by the Company’s board of directors out of funds legally available therefor. In the event of the Company’s liquidation, dissolution, or winding up, holders of the Company’s common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preference of any then outstanding redeemable convertible preferred stock. Holders of common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock.</span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Common Stock Reserved for Future Issuance</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Shares of common stock reserved for future issuance on an as-if converted basis, were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2022</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Conversion of redeemable convertible preferred stock</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">193,037,715 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Stock options issued and outstanding</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">22,200,869 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">30,167,178 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Restricted stock units outstanding</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">4,033,418 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Redeemable convertible preferred stock warrants outstanding</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,358,546 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Common stock warrants outstanding</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">35,549,024 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">36,402,515 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Shares available for grant under 2017 Stock Option Plan</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">4,528,391 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Shares available for grant under 2021 Equity Incentive Plan</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">36,370,596 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Shares available for grant under 2021 ESPP</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">8,177,683 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total shares of common stock reserved</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">106,331,590</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">266,494,345</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">On February 26, 2021, upon the closing of the Merger as referenced in Note 4, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Reverse Capitalization and Business Combinations,</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> all of the outstanding redeemable convertible preferred stock was converted to Common Stock pursuant to the conversion ratio effective immediately prior to the Merger, and the remaining fair value was reclassified to additional paid-in capital.</span></div> 60746989 200500000 29400000 277768357 0.0001 484951532 0.0001 299771284 185180248 1000000000 299771284 0.0001 0.0001 334760615 334760615 22961032 22961032 1 <div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Shares of common stock reserved for future issuance on an as-if converted basis, were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2022</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Conversion of redeemable convertible preferred stock</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">193,037,715 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Stock options issued and outstanding</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">22,200,869 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">30,167,178 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Restricted stock units outstanding</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">4,033,418 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Redeemable convertible preferred stock warrants outstanding</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,358,546 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Common stock warrants outstanding</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">35,549,024 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">36,402,515 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Shares available for grant under 2017 Stock Option Plan</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">4,528,391 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Shares available for grant under 2021 Equity Incentive Plan</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">36,370,596 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Shares available for grant under 2021 ESPP</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">8,177,683 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total shares of common stock reserved</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">106,331,590</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">266,494,345</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 0 193037715 22200869 30167178 4033418 0 0 2358546 35549024 36402515 0 4528391 36370596 0 8177683 0 106331590 266494345 Stock Warrants and Earnout<div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Redeemable Convertible Preferred Stock Warrants</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Warrants to purchase a total of 2,358,528 shares of Series B, D and E redeemable convertible preferred stock were initially recognized as a liability recorded at fair value upon issuance and were subject to remeasurement to fair value at each balance sheet date. As part of the Merger, Legacy ChargePoint redeemable convertible preferred stock was converted into Legacy ChargePoint common stock pursuant to the conversion rate effective immediately prior to the Merger while all related Legacy ChargePoint preferred stock warrants were converted into warrants exercisable for shares of Common Stock with terms consistent with the Legacy ChargePoint preferred stock warrants except for the number of shares exercisable therefor and the exercise price, each of which was adjusted using the Exchange Ratio. At that time, the redeemable convertible preferred stock warrant liability was remeasured and reclassified to additional paid-in capital.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The liability associated with these warrants was subject to remeasurement at each balance sheet date using the Level 3 fair value inputs. See Note 3, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Fair Value Measurements</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">,</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">for further details.</span></div><div style="margin-bottom:12pt;margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Level 3 fair value inputs used in the recurring valuation of the redeemable convertible preferred stock warrant liability were as follows:</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">February 26, 2021 <br/>(Merger Date)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">January 31, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">January 31, 2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Expected volatility</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">84.3 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">80.5 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">58.4 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Risk-free interest rate</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.0 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1.6 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Dividend rate</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Expected term (years)</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1.4</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2.0</span></td></tr></table></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Common Stock Warrants</span></div><div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> In addition to the warrants to purchase 2,358,528 shares of Legacy ChargePoint preferred stock described above, Legacy ChargePoint had outstanding warrants to purchase 36,402,503 shares of Legacy ChargePoint common stock (collectively, “Legacy Warrants”), which now represent warrants to purchase Common Stock. Immediately following the Merger, there were 38,761,031 Legacy Warrants outstanding which are classified as equity.</span></div><div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">During the fiscal year ended January 31, 2022, 3,222,442 Legacy Warrants were net exercised resulting in the issuance of 2,906,689 shares of Common Stock. During the fiscal year ended January 31, 2022, proceeds received for the exercise of Legacy Warrants were $1.2 million. As of January 31, 2022, there were 35,538,589 Legacy Warrants outstanding which are classified as equity.</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:51.475%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.751%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">January 31, 2022</span></td></tr><tr style="height:11pt"><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Outstanding Warrants</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" rowspan="2" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Expiration Date</span></td></tr><tr style="height:18pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Number of</span></div><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Warrants</span></div></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Exercise</span></div><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Price</span></div></td><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Common Stock</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">21,727,177 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$1.25 - $6.03</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">3/4/2022 – 8/6/2030</span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Common Stock</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">13,811,412 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">9.04 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">11/16/2028 – 2/14/2029</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Total outstanding common stock warrants</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">35,538,589</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr></table></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:51.475%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.751%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">February 26, 2021 (Merger Date)</span></td></tr><tr style="height:11pt"><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Outstanding Warrants</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" rowspan="2" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Expiration Date</span></td></tr><tr style="height:18pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Number of</span></div><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Warrants</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:4.55pt;font-weight:700;line-height:120%;position:relative;top:-2.44pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Exercise</span></div><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Price</span></div></td><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Common Stock</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">24,709,575 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$1.00 - $6.03</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">3/4/2022 - 8/6/2030</span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Common Stock</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">14,051,456 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">9.04 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">11/16/2028 – 2/14/2029</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Total outstanding common stock warrants</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">38,761,031</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr></table><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">______________</span></div><div style="margin-top:5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:400;line-height:120%">(1) The shares (and the warrants' exercise prices) subject to the Company's Legacy Warrants were restated to reflect the Exchange Ratio of approximately 0.9966 established in the Merger Agreement as discussed in Note 4.</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:51.475%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.751%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">January 31, 2021</span></td></tr><tr style="height:11pt"><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Outstanding Warrants</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" rowspan="2" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Expiration Date</span></td></tr><tr style="height:18pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Number of</span></div><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Warrants </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:4.55pt;font-weight:700;line-height:120%;position:relative;top:-2.44pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Exercise</span></div><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Price</span></div></td><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Common Stock</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">22,351,053 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">6.03 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3/4/2022 - 8/6/2030</span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Common Stock</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">14,051,462 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">9.04 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">11/16/2028 - 2/14/2029</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Total outstanding common stock warrants</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">36,402,515</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr></table><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">_____________</span></div><div style="margin-top:5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:400;line-height:120%">(1) The shares (and the warrants' exercise prices) subject to the Company's Legacy Warrants were restated to reflect the Exchange Ratio of approximately 0.9966 established in the Merger Agreement as discussed in Note 4.</span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Private Placement Warrants</span></div><div style="margin-bottom:10pt;margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Private Placement Warrants were initially recognized as a liability on February 26, 2021, at a fair value of $127.9 million and the Private Placement Warrant liability was remeasured to fair value as of any respective exercise dates and as of January 31, 2022. The Company recorded a gain of $63.7 million for the fiscal year ended January 31, 2022, classified within change in fair value of warrant liabilities in the consolidated statements of operations. As of January 31, 2022, there were 10,435 Private Placement Warrants outstanding.</span></div><div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Private Placement Warrants were valued using the following assumptions under the BLM that assumes optimal exercise of the Company’s redemption option at the earliest possible date:</span></div><div style="margin-top:10pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">January 31,<br/>2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">February 26, 2021 (Merger Date)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Market price of public stock</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">13.85 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">30.83 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Exercise price</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">11.50 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">11.50 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Expected term (years)</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">4.1</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5.0</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Volatility</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">70.5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">73.5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Risk-free interest rate</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Dividend rate</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.0 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.0 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td></tr></table></div><div style="margin-top:12pt;padding-left:27pt;text-indent:-27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Public Warrants</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> The Public Warrants became exercisable 30 days after the completion of the Merger. The Public Warrants were exercisable for a whole number of shares.</span></div><div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Public Warrants were initially recognized as a liability on February 26, 2021 at a fair value of $153.7 million and the public warrant liability was remeasured to fair value based upon the market price as warrants were exercised. On June 4, 2021 the Company issued a redemption notice pursuant to which all but 244,481 Public Warrants were exercised by the Public Warrant holders. At the conclusion of the redemption notice period on July 6, 2021, the Company redeemed the remaining 244,481 Public Warrants outstanding for $0.01 per warrant. The Company recognized a loss of $15.9 million for the fiscal year ended January 31, 2022, classified within change in fair value of warrant liabilities in the consolidated statements of operations.</span></div><div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">During the fiscal year ended January 31, 2022, proceeds received for the exercise of Public Warrants were $117.6 million. As of January 31, 2022, no Public Warrants remained outstanding.</span></div><div style="margin-top:18pt;padding-left:27pt;text-indent:-27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Warrants Activity</span></div><div style="margin-bottom:12pt;margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Activity of warrants is set forth below:</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:40.718%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.869%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.933%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Legacy Warrants</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:700;line-height:100%;position:relative;top:-3.15pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Private Placement Warrants</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Public Warrants</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Total</span></div><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Common Stock Warrants</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:700;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(1)</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Outstanding as of January 31, 2021</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">38,761,031 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">38,761,031 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Common Stock Warrants as Part of the Merger</span></div></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">—</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">6,521,568</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">10,470,562</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">16,992,130</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Warrants Exercised</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(3,222,442)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(6,511,133)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(10,226,081)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(19,959,656)</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Warrants Redeemed</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">—</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">—</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(244,481)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(244,481)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Outstanding as of January 31, 2022</span></td><td colspan="3" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">35,538,589</span></td><td colspan="3" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">10,435</span></td><td colspan="3" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span></td><td colspan="3" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">35,549,024</span></td></tr></table></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">_______________</span></div><div style="margin-top:5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:120%">(1) The shares (and the warrants' exercise prices) subject to the Company's Legacy Warrants were restated to reflect the Exchange Ratio of approximately 0.9966 established in the Merger Agreement as discussed in Note 4.</span></div><div style="margin-top:5pt"><span><br/></span></div><div style="margin-top:5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Contingent Earnout Liability</span></div><div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">During the five year period starting at the closing of the Merger (“Earnout Period”), eligible former equity holders of Legacy ChargePoint were eligible to receive up to 27,000,000 additional shares of Common Stock (“Earnout Shares”) in three equal tranches if the Earnout Triggering Events (as described in the Merger Agreement) were fully satisfied. The three Earnout Triggering Events were the dates on which the closing volume weighted-average price (“VWAP”) per share of common stock quoted on the NYSE (or the exchange on which the shares of the Company’s Common Stock are then listed) is greater or equal to $15.00, $20.00 and $30.00, respectively, for any <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjg1ZWM5MGRjMTYxNzRmZmY4MGFmNjRkYTY2ZjhkOTY5L3NlYzo4NWVjOTBkYzE2MTc0ZmZmODBhZjY0ZGE2NmY4ZDk2OV8xMzMvZnJhZzowZGJhMjA4MDM3YmY0NTliOGNlZGNkNjA5OTM3YWZmYi90ZXh0cmVnaW9uOjBkYmEyMDgwMzdiZjQ1OWI4Y2VkY2Q2MDk5MzdhZmZiXzEwOTk1MTE2NTMxNjA_f7c2566f-526b-4617-8ff0-1d8b7f35bab2">ten</span> trading days within any 20 consecutive trading day period within the Earnout Period. </span></div><div style="margin-bottom:12pt;margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Upon the closing of the Merger, the contingent obligation to issue Earnout Shares was accounted for as a liability because the Earnout Triggering Events that determine the number of Earnout Shares required to be issued include events that are not solely indexed to the Common Stock of ChargePoint. The estimated fair value of the total Earnout Shares at the closing of the Merger on February 26, 2021, was $828.2 million based on a Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the Earnout Period using the most reliable information available. Assumptions used in the valuation are described below.</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">March 12,<br/>2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">February 26,<br/>2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Current stock price</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:112%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:112%">27.84 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:112%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:112%">30.83 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Expected volatility</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:112%">72.00 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:112%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:112%">71.60 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:112%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Risk-free interest rate</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:112%">0.85 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:112%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:112%">0.75 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:112%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Dividend rate</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:112%">0.00 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:112%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:112%">0.00 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:112%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Expected term (years)</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:112%">4.96</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5.00</span></td></tr></table></div><div style="margin-bottom:12pt;margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The first two Earnout Triggering Events for up to 18,000,000 of the Earnout Shares occurred on March 12, 2021, and, after withholding some of these Earnout Shares to cover employee withholding tax obligations, 17,539,657 Earnout Shares were issued on March 19, 2021, and the estimated fair value of the earnout liability was remeasured to $743.7 million, including (i) $501.1 million related to the Earnout Shares issuable upon the occurrence of the Earnout Triggering Event associated with the $15.00 and $20.00 VWAP per share thresholds based on the Common Stock price as of March 12, 2021, and (ii) $242.6 million related to the estimated fair value of earnout liability related to the remaining 9,000,000 Earnout Shares issuable upon the occurrence of the Earnout Triggering Event associated with the $30.00 VWAP per share threshold based on a Monte Carlo simulation valuation model as of March 12, 2021, as described above. The change in fair value resulted in a gain of $84.4 million recognized in the consolidated statement of operations for the three months ended April 30, 2021. Upon settlement of the first two tranches, the classification of the remaining 9,000,000 Earnout Shares of the third tranche was changed to equity on March 12, 2021, because the Earnout Shares became an instrument contingently issuable upon the occurrence of the Earnout Triggering Event into a fixed number of Common Shares that is not based on an observable market price or index other than the Company’s own stock price. </span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The third and final Earnout Triggering Event for up to 9,000,000 of the Earnout Shares associated with the $30.00 VWAP per share threshold occurred on June 29, 2021, and, after the withholding of some of these Earnout Shares to cover employee withholding tax obligations, 8,773,596 Earnout Shares were issued on July 1, 2021. No further Earnout Shares remained contingently issuable as of January 31, 2022.</span></div> 2358528 0.843 0.805 0.584 0.000 0.001 0.016 0.000 0.000 0.000 0 1.4 2.0 2358528 36402503 38761031 3222442 2906689 1200000 35538589 <div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:51.475%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.751%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">January 31, 2022</span></td></tr><tr style="height:11pt"><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Outstanding Warrants</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" rowspan="2" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Expiration Date</span></td></tr><tr style="height:18pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Number of</span></div><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Warrants</span></div></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Exercise</span></div><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Price</span></div></td><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Common Stock</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">21,727,177 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$1.25 - $6.03</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">3/4/2022 – 8/6/2030</span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Common Stock</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">13,811,412 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">9.04 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">11/16/2028 – 2/14/2029</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Total outstanding common stock warrants</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">35,538,589</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr></table></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:51.475%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.751%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">February 26, 2021 (Merger Date)</span></td></tr><tr style="height:11pt"><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Outstanding Warrants</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" rowspan="2" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Expiration Date</span></td></tr><tr style="height:18pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Number of</span></div><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Warrants</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:4.55pt;font-weight:700;line-height:120%;position:relative;top:-2.44pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Exercise</span></div><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Price</span></div></td><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Common Stock</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">24,709,575 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$1.00 - $6.03</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">3/4/2022 - 8/6/2030</span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Common Stock</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">14,051,456 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">9.04 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">11/16/2028 – 2/14/2029</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Total outstanding common stock warrants</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">38,761,031</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr></table><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">______________</span></div><div style="margin-top:5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:400;line-height:120%">(1) The shares (and the warrants' exercise prices) subject to the Company's Legacy Warrants were restated to reflect the Exchange Ratio of approximately 0.9966 established in the Merger Agreement as discussed in Note 4.</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:51.475%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.751%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">January 31, 2021</span></td></tr><tr style="height:11pt"><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Outstanding Warrants</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" rowspan="2" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Expiration Date</span></td></tr><tr style="height:18pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Number of</span></div><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Warrants </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:4.55pt;font-weight:700;line-height:120%;position:relative;top:-2.44pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Exercise</span></div><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Price</span></div></td><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Common Stock</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">22,351,053 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">6.03 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3/4/2022 - 8/6/2030</span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Common Stock</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">14,051,462 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">9.04 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">11/16/2028 - 2/14/2029</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Total outstanding common stock warrants</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">36,402,515</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr></table><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">_____________</span></div><div style="margin-top:5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:400;line-height:120%">(1) The shares (and the warrants' exercise prices) subject to the Company's Legacy Warrants were restated to reflect the Exchange Ratio of approximately 0.9966 established in the Merger Agreement as discussed in Note 4.</span></div><div style="margin-top:10pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Private Placement Warrants were valued using the following assumptions under the BLM that assumes optimal exercise of the Company’s redemption option at the earliest possible date:</span></div><div style="margin-top:10pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">January 31,<br/>2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">February 26, 2021 (Merger Date)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Market price of public stock</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">13.85 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">30.83 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Exercise price</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">11.50 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">11.50 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Expected term (years)</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">4.1</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5.0</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Volatility</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">70.5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">73.5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Risk-free interest rate</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Dividend rate</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.0 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.0 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td></tr></table></div> 21727177 1.25 6.03 13811412 9.04 35538589 24709575 1.00 6.03 14051456 9.04 38761031 0.9966 22351053 6.03 14051462 9.04 36402515 0.9966 127900000 63700000 10435 13.85 30.83 11.50 11.50 4.1 5.0 0.705 0.735 0.010 0.008 0.000 0.000 P30D 153700000 244481 244481 0.01 15900000 117600000 0 38761031 0 0 38761031 0 6521568 10470562 16992130 3222442 6511133 10226081 19959656 0 0 244481 244481 35538589 10435 0 35549024 0.9966 P5Y 27000000 15.00 20.00 30.00 P20D 828200000 27.84 30.83 0.7200 0.7160 0.0085 0.0075 0.0000 0.0000 4.96 5.00 18000000 17539657 743700000 501100000 15.00 20.00 242600000 9000000 30.00 84400000 9000000 9000000 30.00 8773596 Equity Plans and Stock-Based Compensation<div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The following sets forth the total stock-based compensation expense for employee equity plans included in the Company’s consolidated statements of operations:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Year Ended January 31,</span></div></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2020</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Cost of revenue</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,782 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">115 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">39 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Research and development</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">25,461 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,807 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">871 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Sales and marketing</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">9,154 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,501 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,164 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">General and administrative</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">28,934 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,524 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">863 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total stock-based compensation expense</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">67,331</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">4,947</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2,937</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The following set forth the total stock-based compensation expense by award type is as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Year Ended January 31,</span></div></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2020</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Stock Options</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">20,705 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">4,947 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,937 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">ESPP</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,272 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">RSU</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">45,354 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total stock-based compensation expense</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">67,331</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">4,947</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2,937</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt"><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">2021 Employee Stock Purchase Plan</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">On February 25, 2021, the stockholders of the Company approved the 2021 Employee Stock Purchase Plan (“2021 ESPP”). The 2021 ESPP permits participants to purchase shares of the Company’s Common Stock, up to the IRS allowable limit, through contributions (in the form of payroll deductions or otherwise to the extent permitted by the administrator) of up to 15% of their eligible compensation. The 2021 ESPP provides for consecutive, overlapping 24-month offering periods, subject to certain rollover and reset mechanisms as defined in the ESPP. Participants are permitted to purchase shares of the Company’s Common Stock at the end of each 6-month purchase period at 85% of the lower of the fair market value of the Company’s Common Stock on the first trading day of an offering period or on the last trading date of each purchase period. A participant may purchase a maximum of 10,000 shares of the Company’s Common Stock during a purchase period. Participants may end their participation at any time during an offering and will be refunded any accumulated contributions that have not yet been used to purchase shares. Participation ends automatically upon termination of employment with the Company. The initial offering period is from October 1, 2021 through September 9, 2023.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Further, on the first day of each March during the term of the 2021 ESPP, commencing on March 1, 2021 and ending on (and including) March 1, 2040, the aggregate number of shares of Common Stock that may be issued under the 2021 ESPP shall automatically increase by a number equal to the lesser of (i) one percent (1%) of the total number of shares of Common Stock issued and outstanding on the last day of the preceding month, (ii) 5,400,000 shares (subject to standard anti-dilution adjustments), or (iii) a number of shares determined by the Company’s Board of Directors. As of January 31, 2022, 8,177,683 shares of Common Stock were available under the 2021 ESPP.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">As of January 31, 2022, unrecognized stock-based compensation expense for ESPP was $6.1 million and is expected to be recognized over the weighted average period of 1.83 years. </span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">2021 Equity Incentive Plan</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">On February 25, 2021, the stockholders of the Company approved the 2021 Equity Incentive Plan (“2021 EIP”). Under the 2021 EIP, the Company can grant stock options, stock appreciation rights, restricted stock, restricted stock units (“RSU”) and certain other awards which are settled in the form of shares of Common Stock issued under this 2021 EIP. On the first day of each March, beginning on March 1, 2021 and continuing through March 1, 2030, the 2021 EIP reserve will automatically increase by a number equal to the lesser of (a) 5% of the total number of shares actually issued and outstanding on the last day of the preceding month and (b) a number of shares determined by the Company’s Board of Directors. As of January 31, 2022, 36,370,596 shares of Common Stock were available under the 2021 EIP.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">There were no options granted for the year ended January 31, 2022. </span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Restricted Stock Units</span></div><div style="margin-bottom:12pt;margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The 2021 EIP provides for the issuance of RSUs to employees and directors. A summary of activity of RSUs under the 2021 EIP at January 31, 2022 and changes during the periods then ended is presented in the following table:</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.112%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.990%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.992%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Number of Shares</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Weighted Average Grant Date Fair Value per Share</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Outstanding as of January 31, 2021</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">RSU granted</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5,664,811 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">26.57 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">RSU vested</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(1,380,988)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">27.36 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">RSU forfeited</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(250,405)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">27.05 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Outstanding as of January 31, 2022</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">4,033,418</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">26.27 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The weighted-average grant date fair value of RSUs granted in the years ended January 31, 2022 was $26.57. The total grant date fair value of RSUs vested during the year ended January 31, 2022 was $37.8 million.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">As of January 31, 2022, unrecognized stock-based compensation expense for RSU was $81.5 million and is expected to be recognized over a weighted-average period of 2.83 years. </span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">2017 Plan and 2007 Plan</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">In fiscal year 2022, the Company terminated its 2017 Stock Option Plan (the “2017 Plan”) and 2007 Stock Option Plan (the “2007 Plan”). No further awards will be granted under the 2017 and 2007 Plans. As of January 31, 2022, 19,071,585 shares and 3,129,284 shares of Common Stock remain reserved for outstanding awards issued under the 2017 and 2007 Plans, respectively. Stock-based awards forfeited, cancelled or repurchased from the above plans generally are returned to the pool of shares of Common Stock available for issuance under the 2021 EIP Plan.</span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:120%">Stock Options Activity</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> A summary of option activity under the 2017 and 2007 Plans at January 31, 2022 and changes during the periods then ended is presented in the following table:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:44.354%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.085%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Number of<br/>Stock Option<br/>Awards</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Weighted<br/>Average<br/>Exercise Price</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Weighted<br/>Average<br/>Remaining Contractual term<br/>(in years)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Aggregate<br/>Intrinsic Value<br/>(in thousands)</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Outstanding as of January 31, 2021</span></div></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">30,166,792</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.71 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">7.3</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,064,539 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Granted</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Exercised</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(7,238,656)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.62 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Cancelled</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(727,267)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2.39 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Outstanding as of January 31, 2022</span></div></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">22,200,869</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.68 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">6.6</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">292,362 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Options vested and expected to vest as of January 31, 2022</span></div></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">21,801,260 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.68 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">6.6</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">287,130 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Exercisable as of January 31, 2022</span></div></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">15,162,200 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.65 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">6.0</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">200,088 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The options outstanding as of January 31, 2022, include the June 2020 grant of a stock option under the 2017 Plan to the Company’s Chief Executive Officer to purchase a total of 1,500,000 shares of Common Stock (“CEO Award”) originally subject to both service and performance-based vesting conditions. No stock-based compensation expense had been recorded prior to the Merger as the CEO Awards were improbable of vesting before and after two modifications in each of September 2020 and December 2020, because the performance-based vesting condition was contingent upon the closing of the Merger. Accordingly, the Company commenced recognition of stock-based compensation expense for the CEO Award following the Merger in February 2021 when the only remaining vesting condition was service-based. As of January 31, 2022 and 2021, the total unrecognized compensation expense related to the unvested portion of the CEO Award was $28.4 million and $44.3 million, respectively, which is expected to be recognized over a period of 2 years.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The weighted-average grant date fair value of options granted in the years ended January 31, 2022, 2021, and 2020 was zero, $0.94, and $0.31 per share, respectively. The total fair value of options vested during the years ended January 31, 2022, 2021, and 2020 was $3.4 million, $5.4 million, and $2.5 million, respectively.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">As of January 31, 2022, unrecognized stock-based compensation expense for options was $32.4 million and is expected to be recognized over a weighted-average period of 1.63 years. </span></div><div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Determination of Fair Value</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company records stock-based compensation based on the fair value of stock options and ESPP on grant date using the Black-Scholes option-pricing model.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The weighted-average assumptions in the Black-Scholes option-pricing models used to determine the fair value of stock options granted during the years ended January 31, 2021, and 2020 were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="9" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Year Ended January 31,</span></div></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Expected volatility</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">49.1% - 51.6%</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">40.3% - 40.9%</span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Risk-free interest rate</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.3% - 1.6%</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1.4% - 2.4%</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Dividend rate</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Expected term (in years)</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5.6 - 5.8</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5.0 - 5.9</span></div></td></tr></table></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#231f20;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Fair value of the underlying common stock: For the fiscal year ended January 31, 2021 and 2020, the absence of a public market for Legacy ChargePoint’s common stock required its board of directors to estimate the fair value of its common stock for purposes of granting options and for determining stock-based compensation expense by considering several objective and subjective factors, including contemporaneous third-party valuations, actual and forecasted operating and financial results, market conditions and performance of comparable publicly traded companies, developments and milestones in Legacy ChargePoint, the rights and preferences of common and redeemable convertible preferred stock, and transactions involving the Legacy ChargePoint’s stock. The fair value of the Legacy ChargePoint’s common stock was determined in accordance with applicable elements of the American Institute of Certified Public Accountants guide, Valuation of Privately Held Company Equity Securities Issued as Compensation.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Expected volatility: As Legacy ChargePoint was not publicly traded, the expected volatility for Legacy ChargePoint’s stock options were determined by using an average of historical volatilities of selected industry peers deemed to be comparable to the Legacy ChargePoint’s business corresponding to the expected term of the awards.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the awards.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Expected dividend yield: The expected dividend rate is zero as Legacy ChargePoint had no history or expectation of declaring dividends on its common stock.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Expected term: The expected term represents the period these stock awards are expected to remain outstanding and is based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules, and expectations of future employee behavior.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company did not grant any options during the year ended January 31, 2022. </span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The weighted-average assumptions in the Black-Scholes option-pricing models used to determine the fair value of ESPP rights granted during the year ended January 31, 2022 were as follows:</span></div><div><span><br/></span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:81.324%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.476%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Year Ended January 31,</span></div></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Expected volatility</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">61.8% - 73.5%</span></div></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Risk-free interest rate</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.1% - 0.3%</span></div></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Dividend rate</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Expected term (in years)</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.4 - 1.9</span></div></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#231f20;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Expected volatility: The expected volatility was determined by using a blended volatility approach of peer volatility and implied volatility. Peer volatility was calculated as the average of historical volatilities of selected industry peers deemed to be comparable to ChargePoint’s business corresponding to the expected term of the awards.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#231f20;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the awards.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#231f20;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Expected dividend yield: The expected dividend rate is zero as ChargePoint currently has no history or expectation of declaring dividends on its Common Stock.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#231f20;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Expected term: The expected term represents the length of time the ESPP rights under each purchase period are outstanding.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#231f20;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> The Company estimates the fair value of RSUs as the closing market value of its Common Stock on the grant date.</span></div> <div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The following sets forth the total stock-based compensation expense for employee equity plans included in the Company’s consolidated statements of operations:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Year Ended January 31,</span></div></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2020</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Cost of revenue</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,782 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">115 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">39 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Research and development</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">25,461 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,807 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">871 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Sales and marketing</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">9,154 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,501 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,164 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">General and administrative</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">28,934 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,524 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">863 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total stock-based compensation expense</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">67,331</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">4,947</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2,937</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The following set forth the total stock-based compensation expense by award type is as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Year Ended January 31,</span></div></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2020</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Stock Options</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">20,705 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">4,947 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,937 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">ESPP</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,272 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">RSU</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">45,354 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total stock-based compensation expense</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">67,331</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">4,947</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2,937</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 3782000 115000 39000 25461000 1807000 871000 9154000 1501000 1164000 28934000 1524000 863000 67331000 4947000 2937000 20705000 4947000 2937000 1272000 0 0 45354000 0 0 67331000 4947000 2937000 0.15 P24M P6M 0.85 10000 0.01 5400000 8177683 6100000 P1Y9M29D 0.05 36370596 0 0 0 5664811 26.57 1380988 27.36 250405 27.05 4033418 26.27 26.57 37800000 81500000 P2Y9M29D 19071585 3129284 A summary of option activity under the 2017 and 2007 Plans at January 31, 2022 and changes during the periods then ended is presented in the following table:<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:44.354%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.085%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Number of<br/>Stock Option<br/>Awards</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Weighted<br/>Average<br/>Exercise Price</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Weighted<br/>Average<br/>Remaining Contractual term<br/>(in years)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Aggregate<br/>Intrinsic Value<br/>(in thousands)</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Outstanding as of January 31, 2021</span></div></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">30,166,792</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.71 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">7.3</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,064,539 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Granted</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Exercised</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(7,238,656)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.62 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Cancelled</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(727,267)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2.39 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">Outstanding as of January 31, 2022</span></div></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">22,200,869</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.68 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">6.6</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">292,362 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Options vested and expected to vest as of January 31, 2022</span></div></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">21,801,260 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.68 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">6.6</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">287,130 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Exercisable as of January 31, 2022</span></div></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">15,162,200 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.65 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">6.0</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">200,088 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 30166792 0.71 P7Y3M18D 1064539000 0 0 7238656 0.62 727267 2.39 22200869 0.68 P6Y7M6D 292362000 21801260 0.68 P6Y7M6D 287130000 15162200 0.65 P6Y 200088000 1500000 28400000 44300000 P2Y 0 0.94 0.31 3400000 5400000 2500000 32400000 P1Y7M17D <div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The weighted-average assumptions in the Black-Scholes option-pricing models used to determine the fair value of stock options granted during the years ended January 31, 2021, and 2020 were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="9" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Year Ended January 31,</span></div></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Expected volatility</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">49.1% - 51.6%</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">40.3% - 40.9%</span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Risk-free interest rate</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.3% - 1.6%</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1.4% - 2.4%</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Dividend rate</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Expected term (in years)</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5.6 - 5.8</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5.0 - 5.9</span></div></td></tr></table></div> 0.491 0.516 0.403 0.409 0.003 0.016 0.014 0.024 0.000 0.000 P5Y7M6D P5Y9M18D P5Y P5Y10M24D <div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The weighted-average assumptions in the Black-Scholes option-pricing models used to determine the fair value of ESPP rights granted during the year ended January 31, 2022 were as follows:</span></div><div><span><br/></span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:81.324%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.476%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Year Ended January 31,</span></div></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Expected volatility</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">61.8% - 73.5%</span></div></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Risk-free interest rate</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.1% - 0.3%</span></div></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Dividend rate</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Expected term (in years)</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.4 - 1.9</span></div></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div> 0.618 0.735 0.001 0.003 0.000 P0Y4M24D P1Y10M24D Income Taxes<div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The components of net loss before income taxes were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Year Ended January 31,</span></div></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2020</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Domestic</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(131,916)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(197,908)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(134,578)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(3,255)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,082 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">475 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Net loss before income taxes</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(135,171)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(196,826)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(134,103)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The components of the provision for (benefit from) income taxes were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Year Ended January 31,</span></div></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2020</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Current</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Federal</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">State</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">17 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">47 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">35 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">359 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">151 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">189 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total current</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">376</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">198</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">224</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Deferred</span></td><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Federal</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(1,242)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">State</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(423)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(1,641)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total deferred</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(3,306)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total provision for income taxes</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(2,930)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">198</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">224</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">A reconciliation of the U.S. federal statutory rate to the Company’s effective tax rate was as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Year Ended January 31,</span></div></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Tax at federal statutory rate</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">21.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">21.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">21.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">State tax rate, net</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Permanent differences</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(0.6 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(1.5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%)</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Warrant and earnout revaluation</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">20.9 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(7.8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(0.1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Stock-based compensation</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">8.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(0.2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(0.2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%)</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Intangible assets amortization</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1.3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Change in valuation allowance</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(45.5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(13.6 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(21.1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%)</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Transaction cost</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(1.2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Research and development tax credits</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2.8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1.1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1.8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:112%">Section 162(m) executive compensation limitation</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(5.3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Effective tax rate</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2.2</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(0.1)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(0.1)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">%</span></td></tr></table></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The significant components of the Company’s deferred tax assets and liabilities as of January 31, 2022 and 2021 were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Year Ended January 31,</span></div></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Deferred tax assets:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Net operating losses</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">199,299 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">114,154 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Research &amp; development credits</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">25,725 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">12,054 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Deferred revenue</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">10,691 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">15,270 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Accruals and reserves</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">10,882 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">8,102 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Stock-based compensation</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,445 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">980 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Operating lease liabilities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">7,490 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">6,999 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total deferred tax assets</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">256,532</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">157,559</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Less: valuation allowance</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(240,584)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(150,991)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Deferred tax liabilities:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Depreciation and amortization</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(177)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(375)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Operating lease right-of-use assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(6,550)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(6,186)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Acquired intangible assets</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(26,918)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total deferred tax liabilities</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(33,645)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(6,561)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Net deferred tax assets (liabilities)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(17,697)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">7</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company determines its valuation allowance on deferred tax assets by considering both positive and negative evidence in order to ascertain whether it is more likely than not that deferred tax assets will be realized. Realization of deferred tax assets is dependent upon the generation of future taxable income, if any, the timing and amount of which are uncertain. Due to the Company’s historical operating losses in the United States (“US”), the Company believes that it is more likely than not that the US deferred taxes will not be realized; accordingly, the Company has recorded a full valuation allowance on its net US deferred tax assets as of January 31, 2022 and 2021. The valuation allowance increased by $89.6 million, $16.7 million, and $36.2 million during the years ended January 31, 2022, 2021, and 2020, respectively. The increases were primarily driven by losses and tax credits generated in the United States. </span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">As of January 31, 2022, the Company had federal and California state net operating loss (“NOL”) carryforwards of $737.8 million and $312.6 million, respectively, of which $549.0 million of the federal NOL carryforwards can be carried forward indefinitely. The federal and California state net operating loss carryforwards begin to expire in 2028 and 2029, respectively. In addition, the Company had NOLs for other states of $270.9 million, which expire beginning in the year 2023.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">As of January 31, 2022, the Company had federal and California state research credit carryforwards of $24.5 million and $23.2 million, respectively. The federal credit carryforwards will begin to expire in 2038. The California research credit carryforwards can be carried forward indefinitely. The Company had alternative refueling property tax credits that are permanently limited by Section 382.</span></div><div style="text-indent:27pt"><span><br/></span></div><div style="text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Under Internal Revenue Code Section 382 (“Section 382”) , the Company’s ability to utilize NOL carryforwards or other tax attributes such as research tax credits, in any taxable year may be limited if the Company experiences, or has experienced, an “ownership change.” A Section 382 ownership change generally occurs if one or more stockholders or groups of stockholders, who own at least 5% of the Company’s stock, increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Similar rules may apply under state tax laws. In the prior year, the Company estimated the Section 382 impact on its tax attributes through January 31, 2021. As of January 31, 2022, the Company completed its Section 382 analysis and determined it had experienced ownership changes in some periods through January 31, 2021. As a result of the ownership changes, approximately $17.1 million of Federal NOLs, $17.9 million of California NOLs, and $4.7 million of federal tax credits are expected to expire unutilized for income tax purposes. As such, these amounts are excluded from the above-mentioned carryforward balance as of January 31, 2022. The Company expects to complete the Section 382 analysis of ownership changes that occurred during the year ending January 31, 2022 during the year ending January 31, 2023 and has not reduced NOLs for such changes as of January 31, 2022. Subsequent ownership changes may affect the limitation in future years.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The following table summarizes the activity related to unrecognized tax benefits as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr style="height:11pt"><td colspan="3" rowspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Year Ended January 31,</span></div></td></tr><tr style="height:12pt"><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2020</span></td></tr><tr style="height:12pt"><td colspan="15" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:112%">Unrecognized tax benefits - beginning</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">9,402 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">10,153 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">6,884 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:112%">Gross changes - prior period tax position</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,039 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(3,620)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:112%">Gross changes - current period tax position</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">7,797 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,869 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,269 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:112%">Unrecognized tax benefits — ending</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">19,238</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">9,402</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">10,153</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">As of January 31, 2022, the Company had unrecognized tax benefits of $19.2 million, which would not impact the effective tax rate, if recognized, due to the valuation allowance. The Company does not expect its unrecognized tax benefits will significantly change over the next twelve months. The Company recognizes interest and penalties related to the underpayment of income taxes as a component of income tax expense or benefit. To date, there have been no interest or penalties charged in relation to unrecongized tax benefits. </span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company is subject to income taxes in United States federal and various state, local, and foreign jurisdictions. The fiscal years from 2008 to 2022 remain open to examination due to the carryover of unused net operating losses or tax credits. </span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The Company intends to indefinitely reinvest the undistributed earnings of its foreign subsidiaries in those operations. Therefore, the Company has not accrued any provision for taxes associated with the repatriation of undistributed earnings from its foreign subsidiaries as of January 31, 2022. The amount of unrecognized deferred tax liability on these undistributed earnings was not material as of January 31, 2022.</span></div> <div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The components of net loss before income taxes were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Year Ended January 31,</span></div></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2020</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Domestic</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(131,916)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(197,908)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(134,578)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(3,255)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,082 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">475 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Net loss before income taxes</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(135,171)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(196,826)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(134,103)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> -131916000 -197908000 -134578000 -3255000 1082000 475000 -135171000 -196826000 -134103000 <div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The components of the provision for (benefit from) income taxes were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Year Ended January 31,</span></div></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2020</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Current</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Federal</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">State</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">17 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">47 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">35 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">359 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">151 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">189 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total current</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">376</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">198</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">224</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Deferred</span></td><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Federal</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(1,242)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">State</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(423)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(1,641)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total deferred</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(3,306)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total provision for income taxes</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(2,930)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">198</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">224</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 0 0 0 17000 47000 35000 359000 151000 189000 376000 198000 224000 -1242000 0 0 -423000 0 0 -1641000 0 0 -3306000 0 0 -2930000 198000 224000 <div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">A reconciliation of the U.S. federal statutory rate to the Company’s effective tax rate was as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Year Ended January 31,</span></div></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Tax at federal statutory rate</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">21.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">21.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">21.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">State tax rate, net</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Permanent differences</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(0.6 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(1.5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%)</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Warrant and earnout revaluation</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">20.9 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(7.8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(0.1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Stock-based compensation</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">8.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(0.2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(0.2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%)</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Intangible assets amortization</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1.3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Change in valuation allowance</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(45.5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(13.6 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(21.1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%)</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Transaction cost</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(1.2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Research and development tax credits</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2.8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1.1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1.8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:112%">Section 162(m) executive compensation limitation</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(5.3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Effective tax rate</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2.2</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(0.1)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(0.1)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">%</span></td></tr></table></div> 0.210 0.210 0.210 0 0 0 0.002 -0.006 -0.015 0.209 -0.078 -0.001 0.080 -0.002 -0.002 0.013 0 0 -0.455 -0.136 -0.211 -0.012 0 0 0.028 0.011 0.018 -0.053 0 0 0.022 -0.001 -0.001 <div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The significant components of the Company’s deferred tax assets and liabilities as of January 31, 2022 and 2021 were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">Year Ended January 31,</span></div></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:100%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Deferred tax assets:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Net operating losses</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">199,299 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">114,154 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Research &amp; development credits</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">25,725 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">12,054 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Deferred revenue</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">10,691 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">15,270 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Accruals and reserves</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">10,882 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">8,102 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Stock-based compensation</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,445 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">980 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Operating lease liabilities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">7,490 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">6,999 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total deferred tax assets</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">256,532</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">157,559</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Less: valuation allowance</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(240,584)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(150,991)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Deferred tax liabilities:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Depreciation and amortization</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(177)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(375)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Operating lease right-of-use assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(6,550)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(6,186)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Acquired intangible assets</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(26,918)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total deferred tax liabilities</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(33,645)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(6,561)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Net deferred tax assets (liabilities)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(17,697)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">7</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 199299000 114154000 25725000 12054000 10691000 15270000 10882000 8102000 2445000 980000 7490000 6999000 256532000 157559000 240584000 150991000 177000 375000 6550000 6186000 26918000 0 33645000 6561000 17697000 7000 89600000 16700000 36200000 737800000 312600000 549000000 270900000 24500000 23200000 17100000 17900000 4700000 <div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The following table summarizes the activity related to unrecognized tax benefits as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr style="height:11pt"><td colspan="3" rowspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Year Ended January 31,</span></div></td></tr><tr style="height:12pt"><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2020</span></td></tr><tr style="height:12pt"><td colspan="15" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:112%">Unrecognized tax benefits - beginning</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">9,402 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">10,153 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">6,884 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:112%">Gross changes - prior period tax position</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,039 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(3,620)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:112%">Gross changes - current period tax position</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">7,797 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,869 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,269 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:112%">Unrecognized tax benefits — ending</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">19,238</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">9,402</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">10,153</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 9402000 10153000 6884000 2039000 3620000 0 7797000 2869000 3269000 19238000 9402000 10153000 19200000 Related Party Transactions<div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Daimler AG and its affiliated entities (“Daimler”) is an investor in the Company and one of its employees is a member of the Company’s board of directors. The following revenue transactions took place between the Company and Daimler during the respective fiscal years:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr style="height:11pt"><td colspan="3" rowspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Year Ended January 31,</span></div></td></tr><tr style="height:12pt"><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2020</span></td></tr><tr style="height:12pt"><td colspan="15" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cdeeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:112%">Daimler</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">4,443 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,457 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,112 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:115%">Revenue</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:12pt;font-weight:700;line-height:115%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:115%">from</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:12pt;font-weight:700;line-height:115%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:115%">related</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:12pt;font-weight:700;line-height:115%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:115%">parties</span></div></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">4,443</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">3,457</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">3,112</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Related party accounts receivable as of January 31, 2022 and 2021 from Daimler were $2.2 million and $1.2 million, respectively.</span></div> The following revenue transactions took place between the Company and Daimler during the respective fiscal years:<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr style="height:11pt"><td colspan="3" rowspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Year Ended January 31,</span></div></td></tr><tr style="height:12pt"><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2020</span></td></tr><tr style="height:12pt"><td colspan="15" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cdeeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:112%">Daimler</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">4,443 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,457 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,112 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:115%">Revenue</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:12pt;font-weight:700;line-height:115%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:115%">from</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:12pt;font-weight:700;line-height:115%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:115%">related</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:12pt;font-weight:700;line-height:115%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:115%">parties</span></div></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">4,443</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">3,457</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">3,112</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 4443000 3457000 3112000 4443000 3457000 3112000 2200000 1200000 Geographic Information<div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Revenue by geographic area based on the shipping address of the customers was as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Year Ended January 31,</span></div></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2020</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">United States</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">205,186 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">131,571 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">130,184 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Rest of World</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">35,820 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">14,919 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">14,331 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total revenue</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">241,006</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">146,490</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">144,515</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Long-lived assets by geographic area were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">United States</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">72,026 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">46,759 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Netherlands</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">87,731 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">504 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Rest of World</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">7,580 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">4,542 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total long-lived assets</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">167,337</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">51,805</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> <div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Revenue by geographic area based on the shipping address of the customers was as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Year Ended January 31,</span></div></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2020</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">United States</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">205,186 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">131,571 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">130,184 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Rest of World</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">35,820 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">14,919 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">14,331 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total revenue</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">241,006</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">146,490</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">144,515</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 205186000 131571000 130184000 35820000 14919000 14331000 241006000 146490000 144515000 <div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Long-lived assets by geographic area were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">United States</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">72,026 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">46,759 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Netherlands</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">87,731 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">504 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Rest of World</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">7,580 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">4,542 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total long-lived assets</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">167,337</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">51,805</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 72026000 46759000 87731000 504000 7580000 4542000 167337000 51805000 Basic and Diluted Net Loss per Share<div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the years ended January 31, 2022, 2021, and 2020:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Year Ended January 31,</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2020</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="15" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">(in thousands, except share and per share data)</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:700;line-height:100%">Numerator:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"><span style="font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%"> </span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"><span style="font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%"> </span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"><span style="font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%"> </span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"><span style="font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%"> </span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"><span style="font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%"> </span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Net income (loss)</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(132,241)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(197,024)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(134,327)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:100%">Adjust: Accretion of beneficial conversion feature of redeemable convertible preferred stock</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(60,377)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:100%">Adjust: Cumulative dividends on redeemable convertible preferred stock</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(4,292)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(16,799)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:100%">Adjust: Deemed dividends attributable to vested option holders</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(51,855)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:100%">Adjust: Deemed dividends attributable to common stock warrant holders</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(110,635)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Net loss attributable to common stockholders - Basic</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(299,023)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(274,200)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(134,327)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:100%">Less: Gain attributable to earnout shares issued</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(84,420)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:100%">Less: Change in fair value of dilutive warrants</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(68,223)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Net loss attributable to common stockholders - Diluted</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(451,666)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(274,200)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(134,327)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:700;line-height:100%">Denominator:</span></td><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Weighted average common shares outstanding</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">297,642,999</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">15,116,763 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">8,893,787 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:100%">Less: Weighted-average unvested restricted shares and shares subject to repurchase</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">(221,030)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Weighted average shares outstanding - Basic</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">297,421,969</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">15,116,763</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">8,893,787</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:100%">Add: Earnout Shares under the treasury stock method</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">3,701,427</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:100%">Add: Public and Private Placement Warrants under the treasury stock method</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">1,366,870</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Weighted average shares outstanding - Diluted</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">302,490,266</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">15,116,763</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">8,893,787</span></td></tr><tr style="height:12pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Net loss per share - Basic</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">(1.01)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">(18.14)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">(15.10)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Net loss per share - Diluted</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">(1.49)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">(18.14)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">(15.10)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">As a result of the Merger, the Company has retroactively adjusted the weighted-average number of shares of Common Stock outstanding prior to the Closing Date by multiplying them by the Exchange Ratio of 0.9966 used to determine the number of shares of Common Stock into which they converted. The Common Stock issued as a result of the redeemable convertible preferred stock conversion on the Closing Date was included in the basic net loss per share calculation on a prospective basis.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Redeemable convertible preferred stock and preferred stock warrants outstanding prior to the Merger Closing Date were excluded from the diluted net loss per share calculation for the year ended January 31, 2022, because including them would have had an antidilutive effect.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have had an antidilutive effect were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.596%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.930%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.930%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.932%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Year Ended January 31,</span></div></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Redeemable convertible preferred stock (on an as-converted basis)</span></div></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">193,037,715 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">170,686,661 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Options to purchase common stock</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">22,200,869 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">30,167,178 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">34,883,465 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Unvested restricted common stock</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">166,100 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Restricted stock units</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">4,033,418 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Unvested early exercised common stock options</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">132,180 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">371,193 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">58,830 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Redeemable convertible preferred stock warrants (on an as-converted basis)</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,358,546 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,358,546 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Common stock warrants</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">35,549,024 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">36,402,515 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">14,051,462 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Employee stock purchase plan</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">894,348 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total potentially dilutive common share equivalents</span></div></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">62,809,839</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">262,337,147</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">222,205,064</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> <div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the years ended January 31, 2022, 2021, and 2020:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Year Ended January 31,</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2020</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="15" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">(in thousands, except share and per share data)</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:700;line-height:100%">Numerator:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"><span style="font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%"> </span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"><span style="font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%"> </span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"><span style="font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%"> </span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"><span style="font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%"> </span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"><span style="font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%"> </span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Net income (loss)</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(132,241)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(197,024)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(134,327)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:100%">Adjust: Accretion of beneficial conversion feature of redeemable convertible preferred stock</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(60,377)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:100%">Adjust: Cumulative dividends on redeemable convertible preferred stock</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(4,292)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(16,799)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:100%">Adjust: Deemed dividends attributable to vested option holders</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(51,855)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:100%">Adjust: Deemed dividends attributable to common stock warrant holders</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(110,635)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Net loss attributable to common stockholders - Basic</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(299,023)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(274,200)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(134,327)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:100%">Less: Gain attributable to earnout shares issued</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(84,420)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:100%">Less: Change in fair value of dilutive warrants</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(68,223)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Net loss attributable to common stockholders - Diluted</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(451,666)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(274,200)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(134,327)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:700;line-height:100%">Denominator:</span></td><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Weighted average common shares outstanding</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">297,642,999</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">15,116,763 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">8,893,787 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:100%">Less: Weighted-average unvested restricted shares and shares subject to repurchase</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">(221,030)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Weighted average shares outstanding - Basic</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">297,421,969</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">15,116,763</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">8,893,787</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:100%">Add: Earnout Shares under the treasury stock method</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">3,701,427</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-style:italic;font-weight:400;line-height:100%">Add: Public and Private Placement Warrants under the treasury stock method</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">1,366,870</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Weighted average shares outstanding - Diluted</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">302,490,266</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">15,116,763</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">8,893,787</span></td></tr><tr style="height:12pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Net loss per share - Basic</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">(1.01)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">(18.14)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">(15.10)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Net loss per share - Diluted</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">(1.49)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">(18.14)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">(15.10)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> -132241000 -197024000 -134327000 0 60377000 0 4292000 16799000 0 51855000 0 0 110635000 0 0 -299023000 -274200000 -134327000 84420000 0 0 -68223000 0 0 -451666000 -274200000 -134327000 297642999 15116763 8893787 221030 0 0 297421969 15116763 8893787 3701427 0 0 1366870 0 0 302490266 15116763 8893787 -1.01 -18.14 -15.10 -1.49 -18.14 -15.10 0.9966 <div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have had an antidilutive effect were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.596%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.930%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.930%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.932%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">Year Ended January 31,</span></div></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:700;line-height:120%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Redeemable convertible preferred stock (on an as-converted basis)</span></div></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">193,037,715 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">170,686,661 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Options to purchase common stock</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">22,200,869 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">30,167,178 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">34,883,465 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Unvested restricted common stock</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">166,100 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Restricted stock units</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">4,033,418 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Unvested early exercised common stock options</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">132,180 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">371,193 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">58,830 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Redeemable convertible preferred stock warrants (on an as-converted basis)</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,358,546 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,358,546 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Common stock warrants</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">35,549,024 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">36,402,515 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">14,051,462 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Employee stock purchase plan</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">894,348 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total potentially dilutive common share equivalents</span></div></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">62,809,839</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">262,337,147</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">222,205,064</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 0 193037715 170686661 22200869 30167178 34883465 0 0 166100 4033418 0 0 132180 371193 58830 0 2358546 2358546 35549024 36402515 14051462 894348 0 0 62809839 262337147 222205064 Employee Benefit PlansThe Company has a defined-contribution plan intended to qualify under Section 401 of the Internal Revenue Code (the “401(k) Plan”). The Company contracted with a third-party provider to act as a custodian and trustee, and to process and maintain the records of participant data. Substantially all of the expenses incurred for administering the 401(k) Plan are paid by ChargePoint. The Company has not made any matching contributions to date. 0 Subsequent EventsOn February 2, 2022, in connection with its acquisition of has•to•be on October 6, 2021, the Company paid the closing working capital adjustment amount of $2.8 million. 2800000 EXCEL 135 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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�@[JRUV:QW&%;QRH[#?7>28< M5M^]BD)IHDAL';9UDU0U6-D9@XI@/=#LO+:.WR*X@T$&B"5]6U&5!CR,C^G0 M4?JP-)IS0_8V@0'YO0PWDS]+KFH M,=G26EYZNJ:[HV_>.R&;,9^,+O4RLNW6:H]^:>EO)2N4ENM/UP")&M1%Y)VR MC;RFC;W(.XG,<7NZJ>4,ZK7)/XKH-UFYG<=JT):[ Q#M<6,K Q73^XS$[[0" MEUY<:.HKH.&2:OE9C^=_[K9'G^\QLAT&+;X\RZ"_]!J)9J+;WF7 M0[IC0E# 0[L;WZXX,@C9Z*=NI]R/NR-OI6IFP/T M'I! (U_ 9N^)2K1Y&,4E#I(L7-!F8*R]J+-K%K+ E5K0>7&7Q'32YMNRPKHS%-9X7 MT;0^LPC,5?G68'&(5:PBZWU5@1V75",W1J@X(,QQ*:O*T11V2^AAD\L@U*<> M:>*BHX>9V8M$@CRY'%B!]2H;'2FX R:\49%#.7$4,>_-;8-@-!@U:2+Q9MXZ M6S0\F(J 0K=6)"B4MO;)7-\3C95_<<\CE3VAC]Q_0%(,=C9]>K41[B,$.1'0 MPV$S)2<92WJ'4YO,P<*2&#"9H,OH?G)U7SODALI79T+H)PV MPHS*--+IR%FM6:RA%PYR%^T'61_0#N& 67@"7X31B_L\= TGR]E>Y1?L%M#G M^^4^[W:TEOXIV)I&R?F#3M_QLU3Y<^ 2 M:^]8DG@*,/!L&Y A9'&,SBVFM!/TR5@ 1N:&*#]K>TFB]'V8D'XWNM4W2]%] M?1!5K=GLEDPTZF*LC+P-S0QHR#\R2U;RD6E5-3+;Q8G+$9AC:8G81)9$(XJ^(N /JQN/FB_#5K1 MP_FJ!]TS_XS_9 ^6]8%1,*72XP^Q6P;NYWLZ3K;2CX/ # M70?Y DY*^1R'W/;[BC,7P*KOFSU8EL^^N* D.W&+LCUCJ@]]Z@\P-YA@,W6[*7W3QG'?1RX MUPLZ_/"S:F7HB'8UW[_LG>W];;KX)_7+3Q@JT49\HCZ:5+]CI/A]FKHG-Y.+ MJCCR/H9U8%0XNB2$/0,YL>JUR\.='BF"GLA\,'*46Q=())+S&:3UP<([MT.) MWF?H)E,*)!HL$[ /7?&3C&$.AT(KKJOY%EJWYFANS-$D<>CA;ER^APQG G9> M'HM7: H3/$?6CIKV0;R(K>BR#1H&$I<%:Z\Y.AF?_4!8$AFW69O)>I4AY4EM MB4,SJ/N2KY>4N%5GHA(OJAR6=KO:-I7O .PC)%+P^OZDY^+L""X7A65(B$6* MC*29AJ8;#B-&X[V9(B];9R.IU%&*J+S1[$.F2B+1-*1)29N9M,RT4X7,5']? M(;5C"NPZ7&.E*:I'LD5.&#Z1K.MO]-"6)FG0R+'[^/S#U\*/KYG74*]V>@I] MGORM&9+]59DTOL1$X;+Y]]%B.[8+_96@G$2,_3,D]7TJY6.\WSDHXEN$\*;E M69'*&PP/#6:081BQ!;3<$H^BGR1[62^T==@:.7P DXUS+WCA V;;'&F3^#Q. MG8[P6+7>,?+S^F=H1'[_4XAM'99VI><^4?*G4ZGY6\JI8[WG$VI2:2?+3O-I M<;N,DRW2JG#M,ATD _>!W57^ ID+>U8741AS/7TCF(&]H/Z@GI MIYK<7$9W$(/'EQQP&XCAP3(^T+4=,BU5;CI-2I,#8AE^2JFG4$'PS2J[5!J? M02[#VL>,[%2D'!2M)-+*S=T#K@IV'4YR#;8,IL=0>4+9'U@IN,&]4DVUU'[* M+;Y4>8+]T$&U^\WG.\(+4E8'1_1WI'M5B5YQK= M)43Q8V9M;Y@HGGR+S<3&P"$XT#T>,;9,B_@'*-^R^H04.FK]#Y;4 ,)S@WF3 MQ.=GDE2"SOF[ZPJP(O$"*H>>-$0RGP=GL%XL@ID5^G9W<<-!;3D\R=*'J3_2 M]YJ%'E_./JHKF2F,?N#T7HGB*A+JK;8%>%OE-1SF^YG349U7BXI\\S_R20T0 M/YQ(!N"CE9KA-)V&"K0 [M%O=<%7OD2OG&=O!\]Q31#71(4@RE]V^O_A(_>% M"6EQSBM1N8GTK@_GMX!$+9D\1Y'V0.223TMJD/HX.9HGTHV.]0_7-F? M4##A)1X(T%#[_\O5[*7[,WM]E59,!E@758SA5G&!Q*.B:&LK34XY3BZ'?&>&Q9N5=%%Y7[D3K/7TRK0*[N7P>)H>UY[5S\8.R-[TM.EI0 KHU)G;R\< MVU$Y]J&G>*>*97N@R>N>"6G%$\5C+[)->2?J@75S-E%",>5[:087.0)'9NTB MNY,6B]UJZXI#I;JD@2.G%'"[6\\&,'?UKL3;>BS_4M]OJK,U97(: )W@'B8E MCT(;W@4>!9<5QVX?4L2&-!-)=[F*R]L4L=U/KC.TP"O6)JMC=*8(/NJIB0'J M*+B.>R.4ZU!KM)BX. ?[ M&3%6V+%M*2!?)AS,SSDG3^A$>S7?3O:Z((4-!4+2KS/_=N1_5G<@8[D&>L+X M5G/&8H%&:M:#6_!4%U;H!WDUW\M1RH#3I?[SK]JM285(%Z[J\;%H#B=M?-E- MB(GS2YS6TO9=W"Z4;Q>.8HE&B0B1[M#)*IT0'F.E65772^DXM_W$JX6F PS# MB#.E3B;3#8=%X_&,$\Q2S(>"?1;J,M7.("W7XW%;7 2*XL,L"H3&DU?S+2)G M46#^5=.:+DY,IAH #N><#2/H;-U^:J9GR%9D1//YQU6^I(L*"L$BBD.7G)K8 MV_SD<'">/3CL'FFP'LL]!=Z]E\[ZN?P)(M-W5V0P)_E03P T.00>>O M\A358>6=BJ->,C(C[A H*]<+U>5&@^KHTRG#6*:4H/**APXD#]$P&)*8(_VE'E,7:-6)7] M$].*VYW2$0LG:!V<68?N(+QKG4 <0\TFGVWX*C)$DZ;3^U7M51QSK3R4NXL( MF"/9T/CJV7R7JM<\TWNLI$J2Z\--KD*!A4AZ;BUI:>$HUS.HB\44#,E6J93K M/(20X?,D4<6WI"8T,=9]<0@\.]*J*%5O<%\*:U+\FS: G(H-I^XNHGOAZ+N) MA;*/E_I\8?M-\AGBJI:<"WWJ9GW3&"9OD!VLS<);+"FM@LMQ>[0L\H]2J4, M%F2F] S\H#V^&\J>)H]E>XQ ,KQ_.?3!1W[52E.08K /Y2A8,2/Y'Z6]H('( M)C2XX: #49IS/R5N<)?[:)NDU,/4Q(!L#6LX>"SFKP[> M)\ U%^*!V^\=WH)+#8![3>"6Q'L<)59+,,>*C@F=WL$'KBN>E46A,]NS^59J MO\+1_0QH@ (NN\7N7=GU@&5;)Y#(\J34FI\(D+%<23( P,<5A#653DV-PT;2 MPD8.M 5;:?H"2[DJ:H?D\=1.<&!BG5&K596!/A0VKM[HO+M_T+<[X@&=K[$K M2.BR9F@=B+:=W$8Y.WBQJ?>!3V_$M^[R;<' M7$LQ :^ 6D;6!&=TB="^@Q>2@U,B5^@2&.JY(3^7DF]'298V0^!#N+UV<%K: M1(UE:- AW*@SJ:Y7#;/TY@Q5E='I8_<+6CT?A=D]R\X3 VHA1ZF/1XG/JE!P M)H]HH;=SRWV>UD$9EWLPJ0B\1:6-3;4'G&U*>"8=BU64J4ZR?+N.QJA#=[]A M%7@WA^QSY[TDYO#Y# %M@H-D,A#FJ3+@ASQE(.'O]PYQPA5G:I.%S(C0PC'. MTS#>ZI&IMN!+<>;.'M2Y/\<3^1:P;AJ.7F'G6 >E :"4PE)\?T:CA$!E*E3, M+'!D63Z .?IG<.\<'0IA!"HN.G +PCL7QQ=.)2_VF8FA%^%U?!TG+8^NYUMA M?$;2G4G7MBW-N3$$+YYC'@('G83'AC-'K0V-I8YY,\.8ATUWBQS;.C+TO6V# M*.;HX%EMA'=K>3[M-UQ US4[[Y /5IYI*3Z;3'2?ZL4832=18UGU@G@Y0O"P MV48JHC?6#1.A?@:CMOUS*DIHC/=LOC7==3!>W[8-++OF7KAI+>2A)GLKCHK1 MC)S1_4&7I%G="ZEP MPLXBJ+5C 1)1!F9X8:9,#B,5ZNQ1TC?[^^;LX@N6C7JM/*9%\F4F")9=O'!O MN7*UI1=.X6;OY-T@4B;@IZ"B!=^=>I Q;/IYP_" MFAJN+L\NO@[4D+Q"6/'^ZXLO,3,F=DOYXB93W^"_,XWA9_M,3M %+2[0!7MB M?'(O==HJN?+A?O%,+4C)$!X(/SI5II=-J!)M5UC MHI%N)D/GM[U=]*$E#DV"W+0JW^B?N2H.92XL M78]R/MGQ88M^!^"0XA=)1AY(?;L5Y1H&I\VAYZ29*KEJ;BG6;?683(3/5,=0 M%L/Z\7U (Y7C,_L?;/U4)L4K_2N9E,=A+CA,<2F29Y=7@4-9/[PRIJ^^N #& M=$OY56L/I@&CLB\*3U&6XNJM>$JIXI2&0;;@)6ZWUWHG1@3UQ%L?O9Y([%2#XVV1OAPY*M;Q.64< @#.HGDY.+MON;H0R:Y7.Q_EH@9I MKDTD%\(',_37QBUE(P>AY9A4Q@$6%)@&DMQB/.(+JK9ML63;:MUEC4DE6H5< M%^KBQT:9O=N?'?;X5+CKNF7O-7GZ MP!*9#%?J>(%PX^I,R?S-'OL:QB^^NCB[NG@B58"4?$RW?>+GO[L"C\%4;N+E M#JB/!%"\N:\U.3D,RM2*R7 M/.]\_9_TU.3.JOHSALT DPO.@?> "J6 J.+,+L0O0@SPHB5'.;6-G7B16_Y& MUTAHQ$M<+-CSIL0&M,$[8FX..$FS,L+]86UJGH#Y=OJZ(;6FU"MC/GF2B\$E M[9U) .5&OBK*E.BHRZ=A:Y(X]?#=[.S"[U; W_ 82?K^BE6?)]H(EZ&:.?N; M;PJ*.G_)W7:]C?#L"D3QRS 5>EZ\5?%*5?9\B8Z,Y$@#VDBJ^[(5O>0;^W7V M75P@(;W@0P?3 8(MC5*52^*A=I/7BS8,_7%A(;Y4YWPG\7M"3]VG%?5!;8PN MQ: MD_YF+^^+5ZW53C[Z-+K%06ORY!F48HN:P4A M?._O\;1U9N/Q?3F>!/E-^8?V]TTE!^"2I$.(Z9J:[&F:@$Y1; M)E8^2/-765J!-YA:Q%B^6[(N&L>:"CM:&&Q&Z/9VJ?ZJKY3 _3Q23[GSGA(& MO,S[_,?OZ=JC&X>]/@FC?GB$.3'^6P#0&J^H_O;ZZM%3>#,\_N/W^WSC?J%\ M2+Q$?@VO7IQ_]>4CCL_H!Q!\."2FY8$A3']B@;9K\0'X?=TTO7[ "3#1DI;W MX_\ 4$L#!!0 ( +(QA%3+9PYCU 4 $<2 9 >&PO=V]R:W-H965T M'L=,47< WVR^I*X]VPDU*( M&J012C(-Y=E@'IV<3XC>$?PN8&UVUHPLN57J&]W\7)P-0E((*L@M2>!XN8,+ MJ"H2A&K\O9$YZ"")<7?=2O_@;$=;;KF!"U5]%85=G@TF U9 R9O*?E;KGV!C M3T;RG6JV9)FJ41@MGJN-&Y82DH%Q;C4\%\MG9M0\&4R6[%@LI2I%S:=D\SU4C MK9 +=J4JD0LP[.B&WU9@CD^'%H&)?9AO0,X]2'P )(K9)R7MTK#WLH#BL8 A M:MRI';=JG\>]$G_A\AU+HH#%81SWR$LZ-R1.7G) WCY[_YS?&JLQ;?[J 4@[ M@-0!I(?\C-54-!60HR^X63(N"[]X_W#VZ2'U%S! OI\ [A\6'+Q6/&1>G=$VF3GR0CI(M0$\FCKM,'+_XM+K2. %J M^^#"2(UI1;4=L%_![DO!7L'[4_ 2<)UONI(PV$WJ54-V-X;B3VE&!S'-5V]) M(*L!\Z%@Z@Y\$F*=BII[#BB;BE4XZ;GN8UW;,^1'W,+D,^"J>R<)OWB6CX[E M0Z.EL WU*;2V%/>T-BRA[I=MDOW"JXPO@?VV MEOB<\"F OC4_&&S-!L$0<;Q!?!1@V 98XBL!-79AB'4#[-V&6A_JWD^J]8!# MW[!IF%"!!-DT/>3141"E8RS*!(ORD$,C))HF+ J#49AU'L7;;!RS<3#&S0,> M)9ITRJ9!,IWT^0K[6):.6$3"$E158BXV_I4"346!"S0(R8(Q%G",I1BST11/ MB9!E:3#)(L0WF&;8W)NZJ9SH8C?ACY(L")/Q,78AI*="]B=33]U1Z:?H.?)@ M/ VFDTE?T4^ZHI_T%OTEE*"QT_@)^ $U1E#CVC*:;?:/(KTB]Y?[A3MM3'O< M%"TLYIH;M_%-;0N<$S K&MUV@KX#ISUIHN>CQI.T/.>5:[/<=8EG?=@?#3&. M'2N!L1#_=!/32[2-@VDX8?,:*_:5G-C*XW#T'?4B?U(EZ0^JEV!!13^JWGCR M/?5BFHGP@)JR+J&>2\I;S:FS[)DA;S<([L6V=W(\W'HNOV\13GX-DDCK#L\H M3'U+RL*7,4L:@.ZKXJ'.R_W->B%^X1!AR2. MBOX]O]OMOI+,_<>!+;G_Q/*):QRX#)X9);*&[\;X(J']9PM_8]7*?2JX5=:J MVBV7P O01(#/2Z5L>T, W;>CV;]02P,$% @ LC&$5.2B;&&ULM5=9;^,V$/XKA%NT-B#$ M.GPHB6T@\29HB@0PDC1]*/I 2V.;B$1Z2^V?9%XSGQS?21[ M2R'?U0Q DX\TX:I?FVD]OVHV532#E*H+,0>.,Q,A4ZJQ*Z=--9= 8[LI39J^ MZW::*66\-NC9L9$<]$2F$\9A)(G*TI3*U2TD8MFO>;5RX)E-9]H,- >].9W" M"^@_YB.)O68E)68I<,4$)Q(F_=J-=W7;-NOM@C<&2[71)L:2L1#OIO,0]VNN M 00)1-I(H/A;P!"2Q A"&%\+F;5*I=FXV2ZEWUO;T98Q53 4R9\LUK-^+:R1 M&"8T2_2S6/X&A3T68"029;]D6:QU:R3*E!9IL1D1I(SG?_I1^.&<#7ZQP;>X MJZ: GQ9)(LQJEF88UU>Y&<(R;H+QHB;,,]^G!/662O-$D _($5&42 MT.-:D?HK'2>@&KVF1BUF;3,J)-[F$OTC$CV?/ FN9XK<\1CB;0%-A%=A]$N, MM_Y)B;]3?D$"SR&^Z_LGY 65S8&5%WQN\Q>FHD08LQ7YZV:LM,0T^?N$CE:E MHV5UM([H>,'JB;,$B)B0M3Z'W"@%Z%[*8_+(Z)@E3#/47?@^)IBHSQ!E4C(^ M);=4,74H B=UFSJ^4G,:0;^&A:I +J V>)T!&8IT3OGJEY]"W^M>(XHUF&0# MC)Y1398@@:0E+!R8&"L6UFNFFK B2YAC S/?0!69B 0K75V1_=2*S3PZ! .: M(0-4,26/L("$>,6_[ ?D56B:D#IA'$&)3"%2U2A]B%D&*ZP%^8[<-NM5CF;RYTP3GG$L%4XXMSMFY%#GZ;H#RS4Z)TLJ924ZRUO MUD>2+:@&,DHP)*:Z&D?%YY\AE@_Z%5<2H)(CE58"5\;M8LK9-W1F-K>T]C5C MBEF*0]>^,^/PB[$DXP5[MBKO9IYLJ/9Q.ZX8QB&JH\(K 98YS4:T+Y555!O*_ M/W!DT\R>)H=MO[=%+^/P'INP:DCT0: M_K\@NX'C^?\"IV=PYG7U&=!SXFZ)NJ#%.96ZS,T4Y!2-*$75/;_KA&&XC_N[ MC@5;%GBS,>53*)*8]%*9?T3G#)F&?:/VV-A55 _]T/%"M_'CJH^>2D:B[U[O MIKP=]JZ/!ZL>.&&[TSB<$I>.'W1))W"ZK0X)6TX+TOD(4QJM#'X,]T@P=.7G?%+YLXS=3N0Z':?C=HXZ[4&I#/G-TF 9-X4 MD"ISR9)-,?=,CJ!\XY"]*X+K81&Y)RW#)P,^_HR0Z%2:'-2XI]!O^4ZGY9Y= MI/Y6/=9-O6\-V-M-X]"QV-QX--D:-$]#A39D7.?OIVJT>GW>Y(^N]?+\Z?J$ M,<4#A"0PP:WN11&ULW5EK;]NZ&?XKA-$-,: ZNE^Z)$"2-N=T2'N").TP#,- M2[3-51>7E.SF_/H])"593FPM';!]6!!8%Y+O]7DOI,ZVE?@F5XS5Y$>1E_)\ MLJKK];O34YFN6$'EK%JS$B.+2A2TQJ-8GLJU8#33BXK\U+7M\+2@O)QG*WIDCVP^LOZ3N#I MM*>2\8*5DEG4^B2C6$XZ7RRD,M,,JQKKZX9QLF)"/W+*5K7M.< M_TZUN?Y(B_6?R%4CL4!*04T>*BK]!OA4C8L([PH6,9IS?(GLJAR1"X3$TM0W5))\&_FRW?DP;!HZ4M-'RL>MKQ.5W.:?K,(,H&L:9DIZFO!*T'J MJB/G)98;^E9D^^16@4RPC!7KCN^.2J?*B>=9MIU,S6S9",& (O%L\DW5Z+>M M<"=)K%B$TQ$QB1=;KA]:29QTRSHSE>3NX]T'XKI68-O@;G?"0RXJ7M;]1'=*7">R;->QO# FCQ6\/_!;.A1X MZ#"ZJ"%!*X@;1584QI871.0?^W]:E,<5ASIEFC<9R":M%O!R#9E966L B 4# M]!#5O?D^4%&2*V603RWYL $?BVQ7/%UI M$!6H-]#L$Q5XX;@Z>AUMCWT,'[>=HI(QF %)$7Z:/RF-$$AU)Z(R;!0Z5N3% M Y,>(+AGY2%,L&(T ;,2%9MR]E(B@GZ%!.,)H,;R@7Y2O-&"4@1+ S%M"8? MRS54U.A5@R;*'UFZ*OGWALE#26>7+9+%$:B>.TP/GP8XTJ M#TZ;*@<'3<4+9A[Y _'\F8O+/9??WBX$4X(!- RK!3P+Q\08-;\]%84J_+[&%&WD-7.(_0&K4 ^3![J]R.VH'6MR2L2WH*!W*F M4BR>9!<2@X#1E:VK/H2]B'^4*VWDTK GGRL R[/(X8PFR8S\;SSA>*Z5^-%^ M.[4_R;%=RT8=_C=.<+T 1=@G(^"/>O!'/]%)IM6RU"I_1$C6?,%Q>RDEJ]N M4 E&I?[;UM@<#L)X4SSOQ4U0C+(^'A34<*1#COF (S4@E5&X$\3 *!F@R[_8692H3[5+EJ).5;*FZ85@/BAI1;TB(&+E, M4S5/]:4IPQA099$2G8N#9C$FOX&MZ'3U+!=!>JTW;'@K6&[V2BN^E@2=2!A[ MY+VJ'=A/JU2(>EOEU?*)A%80Q.27JLJV',U!Z%JQEV!J6PUJ^F-H.L/_Q+," MQY^V$@PM>Q(@NM$@&_SM'- ZI,QZVP]7]5GA_\1YGA6&(^[ST!?Z^^[S+3=( MCKDOBJW(#4V39)R&CC7"5K;WFA/$5I)$AQR"M2':VH,.?6K=Z:CF/?AYK[TB MC<1]&HE'T\BANFF1.U$1??B!MM&< !VIGN/$]]-S4](FXRJWKT%>D^WV4-"> M[QCM4KAL-Z;J# +KD&R:O-;]/,))M*<2"]6@8QK2\YJ63]INOSY>*2SQ14< M([SKN'MZ5)/J^ZFN67J.O+^B5)ES"].%ZA9+[=Y+(!G>\!/+!NY0* (4"L\F MG^'P<,L?0"'1>;5BW?S.EM#1I4:%S;8]& M&%J\4BH;G(16'(5:R<2*?6!Z?V7&S)TBT:Z2)MI4:%2F[S#;(^(BBA,82UW& MZ*B(@J8;KD\*L>%S$JSU0X?\AO::(CR/+.S-!1Y^'$_A).R- V^ZMSW;OB<>UH^V@AY9HA/"8':7N6^>=[&+O$GKICOP]*T@A,M&Q755#D J M]^/1C.S8NZ-9^]4NO>$E/+$= ME^*0]]LT8GR?L9KR7%N$[P1KB]=)AX*AXRVU65XT.5,T)E%<#I./&OS,S*0OANPM7[ =.(Y4]3==6X8XC#U7Q:.#[!4X:.+' M6K43W7J%B&&?A!I/Q]H&]&*QJY*+ET"V"#4A.4XLBW\!4$L#!!0 ( +(QA%3K%M$($P4 L- 9 >&PO M=V]R:W-H965T,22 6NM^R9( 2=9B M'=(U2-+U8=@#8]$V44E422I.]NOWD9(5N["- 'V1*/+P.^=\YT+J="75-[WD MW-!3737Z;+(TICV93O5LR6NFW\F6-UB92U4S@T^UF.I6<5:Z374U#7T_G=9, M-)/S4S=WH\Y/96+WDE5V>38+*>N!6+I;$3T_/3EBWX'3=? MVAN%K^F(4HJ:-UK(AA2?GTTN@I/+S,H[@;\%7^F-,5E/'J3\9C\^EF<3WQK$ M*SXS%H'A]%59()CQ?<"3;))U3R M.>LJS ?*RAPSW0 8A?9*-66IZWY2\W :8PK[1R'!M MY&5X$/%/UKRC*/ H],/P %XT.ATYO&@/WF>U8(WXC]F\\.!THV4E2M:G25/2 MC>(:)/03Z93-^-FFM%^J13\XW$&D&;X4VO+2JS)+37%:H M3-$L3@@\=ZC,D6K[".A(-!"4G08U^IANV0H):+@"'YK>4.%EB/@;"B+/#POZ MBB)\*YJWK9(+&*#IUU_R, A_HS2W/ JD:DD+*4M-8>H%:08E7EPD="\-"-XT M]0U%B9=GA1U$7E*$=(#I9&0Z>373G^&_HJM.*>BD"ZVYV4GY0<3=E".%6B9* MXD]HGYJ[M)).W6Q0QYRZGX_'CYH0B=0KDL"RYA5Y.GCY@]J@\-(DI-SS\WR@ M?@WT?L/D70Q9X-1+_5=1A<-%KV,(/2UWY\W MX?W$%E]0E_Z+==NRX=.-<)TJB=\+I[L M6%-$1E)"SYPI[?HRS,/(RF@Y-RNLRG]AL"4M5SQI?L[8M="_1Z>#@UN0U MQ[&VE%5)HD;9/@X-[FXI%72N?7KQN++RA*6:I'KQ?\[I\ZK!NLMU!- )ZV-6@/E+@!N<03]=$'L(1:?J4Q:=)-['*#I2G%'B17F\EU"45U!$ M%/BH@61D%)])%E+F99C;"7^$ONI'V3$=A9!/H^.Q M ^RM.UOT,9BS#(8%^DI^J.BSL>BS5Q<]K%7=P,AVV[D6[$%4PNPY$ ^JV%W^ MF[JVNW+UHNOG,W&M9FC-KG,&(#RQ:9A[L1_3+8JG*>U5:[CMP1;$2FJ!?"D@ M4B GXSRD&_:LH-Z9K'@?U!'7IF04(/D29.\]>\)4RYX=:HZS($%&AT'TPTFP MZ2I2K< !77A)D [)\*IXP)$\]J(PQR#.<)SO/J.G&Q=4>+APUW!+<->8_JXZ MSHXW_8O^@OLBWO\F?&)J(1J-)C3'5O]=AL-9]5?O_L/(UEUW'Z0!G6ZXQ-\* M5U8 ZW,IS?K#*AC_?\[_!U!+ P04 " "R,814M$$%S! $ "."@ &0 M 'AL+W=OS M#23I@G5(T"#I5@S#/M#2V18JB2I)Q7Y^&]DC=92_59 MKQ -?*W*6D^=E3'-E>?I;(65T!>RP9I6%E)5PM!0+3W=*!2Y!56E%XQ&B5>) MHG9F$SOWJ&83V9JRJ/%1@6ZK2JC7&RSE>NKXSG;BJ5BN#$]XLTDCEOB,YO?F M4='(ZUGRHL):%[(&A8NI<^U?W22\WV[XH\"UWI&!+9E+^9D'[_.I,V*%L,3, M,(.@SPO>8EDR$:GQ9LM]9V\F6N=!X*\M/16Y64V?L0(X+T9;F M2:Y_Q8T],?-ELM3V'];=WBAV(&NUD=4&3!I41=U]Q=>-'W8 X]$;@& #"*S> MW4%6RW?"B-E$R34HWDUL+%A3+9J4*VH.RK-1M%H0SLSND4S2=F&X*8C"-X@\ -XD+59:?BESC'_EL C;7J5@JU*-\$@XV^BOH#0=R$8 M!<$ 7]B;&%J^<-C$OZ[GVBC*@K\'.*.>,[*DS^-"@$J:HEQV=WI\ Q8E]+A?G MK69Z:_@)!+$;AS$+OCOVTP-4N>N6K%4*:P.A.TX3"-Q@G P#:EEO,710F(X@ M"-PHOH2/TH@2Y-M8UNC2#:*$AF'<>"G/VOV MY7G&&5*67.3[+)I3YEB>':337N+\B4+9JF>J/71(WD_N'XW._D\*#61.TF=.\IW,L7ER*[4YEAB#X..) M\8&"S,]JTY3(EI,Q1=T]S_:=&[XU8"WT?[@DK-KP$55ED>\V_HNX0Q_ ]HA+6JO+)YW=;ME MW>Y8M_<[NMG91A2YU5)4;*H&2X-0D0>H\)G@>S5_0M7D)Q%](S<($ON-J9J. MI:VWTR-4J):V$])@W=RU"_ULWVQ==SW&O]N[3NU!J&51:U)H0=#114JWF^JZ MGVY@9&,[CKDTU+]8<44-(RK>0.L+*CL'U!+ P04 " "R,814 M5[2^GLD# !Y"0 &0 'AL+W=O@>V >>QW2VZ:)!LVT/1 RW1-A&)U)*4G?37=TC;BMLF MP9[WHAF2WWSSXD/3G3:/=B.$@Z>N5786;9SK+R<36V]$Q^V%[H7"E94V'7?12'?#+/5^O6AB_L]M@4P?5@G>X.QAA!)]5> M\J=#'4X,RO@- W8P8"'NO:,0Y0UW?#XU>@?&HY'-*R'58(W!2>6;\N ,KDJT M<_-[T0AL\[(5<*W55A@GO7Z'M1'&B 8>G*X?X>R+A]CSZ<2A4V\ZJ0\.KO8. MV!L.*(//6KF-A5O5B.;?!!.,=@R9'4.^8N\R_LS5!224 (L9>XL=1.CI*@Z/T&QV]5LQW M&?P)O;0]K\4LPB-HA=F*:+ZPH%> 51D\];$P!-S&][3KN7J&1@L+2CO8\*T M/V->&E^?-+X?&V]#X_$<6\=5(]7Z NZ_S8:_%A!%KXU78F]KI76(1YB/W@(*_"+Q/(V/)SZ M:V[,LV=>#,AKY-_H]=>7G.!!&(DF"V 5B5EQ%#] 0HHT#S*OBB/L"FC"2)E0 ME#&A"* )J:HDB'2$74.:$<;84>!JG)=!)-41=.-7BS0EM$H!11(7A.4)9"E2 MY9!6),U'\"U@1[.B)!G+@%%2%(S0+/;@.(Z!Y:2HLB/X S",FE*2%.Q4S:H MSDJ2L_0(_@D8LB:(2O)3E;(LH"E+,] MP[Z3O4-SK!/JM/)Z3+(R(2Q.L*!9CJ7-@L9\GRF\=BU/3I[#3IAU>/0M7CN# M"_D3 >@.LKK=UQX!V,?UOS?P!02P,$% @ LC&$5"?'>SXZ P /0< M !D !X;"]W;W)K&ULC55M;],P$/XK5I 02&9) MG*1-1UMI&R"&A*A67CX@/KC)M;7FV,5VUO'O.3MIZ! KDZK43NYY[KD[WWFZ MU^;6;@$\69C[5K9-"P<(0VS8--[\N0>K]+$JCPXL;L=DZ_R*>3W=\ TMP M7W8+@[MX8*E% \H*K8B!]2RZ2,\OA8E7A!( MJ)QGX/AW!U<@I2="&3][SFAPZ8''ZP/[NQ [QK+B%JZT_"9JMYU%941J6/-6 MNAN]?P]]/(7GJ[2TX4GVG6V11Z1JK=--#T8%C5#=/[_O\W $*)-' *P'L*"[ MJ\ZS#9[-L>=UYUGTGHGO OS95\*CU!T8AY9XJ(6E9 ]HRBT")7:J/2=8 M@1;[="B"?Z08I\>%GD3?!FK *8&GYD H_!IEKL'@QU[5\VC>5H.OF^>)G7/C>'J+[8#!Z-94=(B'QW*?0*3%6@XH0G+23:B M><)HX:/NRL;ON)!!BZ_3QJ,QB!H,)CD=][GY%')#%A*+=E"0TX*5-)ND3V'" MUUNZP\0Z&&W/^ M&U!+ P04 " "R,814C?$>6Q0% #'#0 &0 'AL+W=OW!C/&[$W,'S/ Z=YWCR@#E/G0Z'<7> M)"JV920Y@7_?E>R8I(2TO6D_U1\LR]I=[3[[)ATNA'Q0,T0-3V51J:/!3.OZ MO>>I;(8E4ZZHL:*5B9 ETS254T_5$EENF*B M HF3H\%)\/XT,?26X)[C0JU\@[%D+,2#F7S*CP:^40@+S+21P&B8XQD6A1%$ M:CQV,@?]EH9Q]7LI_=+:3K:,F<(S47SEN9X=#=(!Y#AA3:%OQ.(C=O98!3-1 M*/N&14N;) /(&J5%V3&3!B6OVI$]=3BL,*3^&PQAQQ!:O=N-K);G3+/C0RD6 M( TU23,?UE3+3MD+#-X0&(5R)2L\47%0YYNL"/-*P5S-K,C*R]Z0][%8\/U,_QR,E9:4F3\ND5FW,N,K#5\JNJF0]8L,AN,=YC-*O[8H-J$[O9][F8(GW&.!40P,7O. M[9Z\W:=1F-,W:**:]_N)"=QSR<^XYKU_"\[&O# P+% B, 4345"2JO= <#>4 MHCWB<-),*18A:.Q/)!K%-,DG M;LDT@N^FM-J^>RE$4,+N,S*I]B!P@XA>0Q_^OJ42LT9*7DW7;6Z7_$:@TMD"EOIO0 MD*1NO!4OW^(5T)M H?FU'UB3N&T/6W1'K21WJR-0)OJ37D M#8%($"]+QZ8XWB[E59#]1%[5E"?&C7U%(FNX;!UZ;NS]TI1CE*L[$PG*C"N$ M:\DSA#-1ED3=5K8P<$;AR E&(]@)W#"!?=@9NGX$D1=[=MD M'Y&_SA]$3DI1'U-)VX$#UX\I![S 4(9ISQIZ@15V '="LP+$BB%9*VTMR!3E MBI-$J9.D!QNB:O<*Y91L-/;N?3,JN\'>=F1B9^0?.,DH,%E=2_'$Z3B Q3,EW,'!< B&>UQPZL)]0>I<>#*EC+9M@ I)SA5U]*YJ?1'D MMMA]74+^,W^'3D1>\Y.(O/;/'#W<%/S[W^+BH1/[H9,$"?Q_/&SL(G_,C=^N M"Y:UU.OJV<:64TLSV!GI;=,Q,Z;HP%P;UU/+H^.4M.NGGZ]H9+I=)L@$D93D MA!ZGKOUUN-BT''U0MAVVXBR+.1BW2%";*+AI.[50RK;(G#1>/PO\5:VZ8O*! M+A+614:!NB'0LBX*=JB8NBE5&XBH_4SE_( MVRL.P3/EY,8")\3JNR-JD+*]-K03+6I[5!\+30=_^SFCFQ9*0T#K$T$QU4W, M!OW=[?@/4$L#!!0 ( +(QA%1#0&3O@04 /0. 9 >&PO=V]R:W-H M965T&^\>YYC>+F1ZEXOA3#P4!:5 MONHMC5E=# 8Z78J2Z[Y%^9. M;GX6[7E"LI?*0MM?V+2R;@_26AM9MLH809E7S<@?VCR\1(&U"LS&W3BR4;[A MAE]?*KD!1=)HC2;VJ%8;@\LK*LK4*-S-4<]_X!>],E5Z(]](1O$70&1DKQ M:B'L_(_13!N%"/KSB+.@<8,RVN! 2=5T M?FPNRKK1%_"[X*I!"&!]:VP178GIQZ,?%UY9)[+6"%9]AKZT(4-*K$55"S@! MWXD3AJ/GA;0:PAUF@:MT:>&=H5PA5[:J+'2"R //2=P8DMB#*4> 6S%L4/?" M4+*&CA<&*!.Z).E% ;P5%09=6#F>(2=SP@8U%V"),_2M- L@B7SX\++2?R(.D-]_P)^J\L91H"A?;97 M'8IVD]%BH<0"B0WO:X,,KS)2Y);BS^+RP'>11I$3#XFE;A]Y%_=](JSC1H$3 M(F/?8J[)[ X3)]UL_"!4FE-A7L4.\Q,G"J,S:R9B<,NK%*]WN\EP.XIIB_71 MXM^&A7!G#B;42:)A8R^!J!^1_I Y/EK?X7TM-,5&V24PIK0PTGX^:)I:##(A MOF]M(\"U$6< MK]GOP"=>U TU1QKAVWS>1XCCSJG1;5HXG?,U-M@%Y:*SN(/E3<&Q,6"HDEIU M0Y+SEPQFCM 6V#:?4U+%K /:')%CNC M;OGQ',).2S]LC1NAQ L[:MM,QSO0K&6!B2N(W,&P[YW".81>/SJ%P.W[M,)Q M> IWN;X_GRN\='.,41',%#&M%;(:7C^@.:/A#?:+#./>2;EPVOYVGBDMMJG; M0YY!B&A$Y_T$_UP[&Q[!4]SA*?XO\#3>_4_1 &M2XU6-\CL?R?\/+ MWGV*_!T$UWYLL>]!%-L+ILCK)X2&V.^'Q^!C$6=1M \R!\'B]@,+N[T0&3QY MB91"+>Q[B_X#K"O3/$JZK]V3;M2\9![%F_?@.ZX6.5:F$'-4Q7L";U35O+&: MA9$K^ZZ928.O)#M=XK-4*!+ _;F49K<@!]U#]_HO4$L#!!0 ( +(QA%0^ M]W$)&PO=V]R:W-H965T^WYW1QTOI/JB9XP9]%170I\,9L;,C\9C75B<'KLWEVKTV/9F(H+=JV0;NJ:JF_GK)*+DP$> M+%_<\(>9L2_&I\=S^L!NF;F?7RMX&O=<2EXSH;D42+'IR> ,'YUG=K_;\ =G M"[VV1M:2B91?[,.'\F006(58Q0IC.5"X/;(+5E66$:CQM>,YZ$5:PO7UDOM[ M9SO8,J&:7V++KY"5=E>T:/?&^0 5C3:R M[HA!@YJ+]DZ?.C^L$63!#@+2$1"G=RO(:7E)#3T]5G*!E-T-W.S"F>JH03DN M;%!NC8*O'.C,Z0=1R)JA._K$-/+NZ*1B>G@\-L#:;A@7'9OSE@W9P083]$D* M,]/H2I2L?,Y@##KUBI&E8N=D+\=?J1BA$/N(!(3LX1?VAH:.7_BOAJ)+KHM* MZD8Q]-?91!L%J?'W'A%1+R)R(J(=(FX!,653,22GJ!,W88 ;AE;"?70)*VUX M@:@H$606Y(W8YO#]LNYF# '/N11,&&TE"D P6*67,GDKT[C(+AB\H1I-904P MU$?H3T95&RL$GFX C[VS[07;2X \+I"9R4:#KGJX4OT >1BVYS@9NG6>^GF0 MM>LP\N,4UIUIR M]$L=#A/T@(RA*8_3;/DT=B]C'*>Y8)WY&DIXU#L+AGE#% M?:CB5X?JXID;U_+DZ@E*GV;(.V>"3;G9BHN]"*\PRNA$3HDDT9?"O7)'K8 M)Q$9[I'H120<]N^6]SZWL)]$^.7W5I5R*1!2, R27=N>.WXS&8F?A\'PF2%[ M\B_I\R]Y=?Y=3:?,]:;UW+NQQM^P0HJ"5YS:#K8M^_9+.8.VNN5!,^T.Q>0@C^>A=8X:G9))W@4 MH#<;MS83EG)]5^F6(7RS=77-H&%;=*&2@^*0D 5$,Q@1^.8%HP2]&4+NC&)[ M_TR5HK#3EF.P0,#D FY[I%73^HP$H]R2I:/,D04C;.^W1A9?#NU 4#HP0Z5H M]V=.9\\)&_;W#\)0\<"AO8+/- /8TUHJP[^W1'@4[C#E8@9TMD:BE4K4>IR" M30"/N+4"BF-G%CC-*7@'5FG:SCZ%U,8:[%39)N4&:A-5Q MIAA91@P/5_<]\$M[^*6OAE]?EFQFGG6Q 2]\Y'0"P#&H2N=*M6NED( O4+Q-EM#G4_WBTVN_Y+)8Y<#X>3 42) MBP?7S5VYQ'GNDSRW*PS-.HY6F?66UO-WSW*KSZO83TF,,/&#>*U- B9:*#I M!'Z20XN)?9(&Z*PH5$.KU@^=:[7=D\%TD<%\0'9#D_A1%*,\"]#O*]49['OF MT-2/\@ E?I[GFXUD+0PD3OPX)*!6ZL?0!3\R#6[9BE$2!7Z<11:D<0!L\89/ MUX0?P1=(F**KU];&9W7"PVD*?,(4!JI-&Y0]@!S*Z6&C^R+C@9(QM"^XXPPZ MX%GQM>%6+G]1CSP")N-LN*N);F@*2H30?&/'.T[ )IL2VSSEK5&US-FKP7PO;,<#B'WO -V-;AK=0/K;N6%!5;D-SWME[,9SBRH;!&// M3MWA%L1K!VAWZ.0&NANKH*"5MKTVZSI:/TV6.O[GF>Y^)^M#6#YP(:RF!RCW M(\#)@84-CD-8P)"=1>AG9:?RPG4<2S)7'"8B2#,N6W9SJ7F'I"#,[5R5D&"5 M,9OTRUEP&X?43_,4^&1)CN"$ -?=RB_Y,U&V^F.H,F'VTI!MV31>.QS73#VX M7P"@I6R$:<_)_=O^+\-9>[A>;6]_47RB"GRH 6]3( U&*0S_JCWVMP]&SMU1 M>R(-'-S=&ULE53O:]LP$/U7 M#K,/+93:L=VU"XFAZ3:V02&DW<88^Z#8YUA4/SQ)KIO_?B&HGADJ;A$9;E68+">1[>3Z2+W^2'A&\?>'LS!=[+6^LD'GZMYE/B" M4&#I/ .CX1GO4 A/1&7\WG%&HZ0''L[W[!]#[]3+FEF\T^([KUPSCVXBJ+!F MG7 KW7_"73]7GJ_4PH8O]$-N]BZ"LK-.RQV8*I!<#2-[V9W# > F.0)(=X T MU#T(A2K?,\>*F=$]&)]-;'X26@UH*HXK?RD/SM N)YPK5BB8PPJ6S+@M/!JF M+ OG9>'LD:T%VO-9[$C(I\?ECG0QD*9'2"[+ M7*0G&;\P=0G9Y +2)$U/\&5CVUG@R_Z_[9^W:^L,1;].Z.2C3AYT\B,Z#V2B MJA,(NH;CFJ^=\$E>;]6I;5F)\XB\:-$\8U0\-@BU%N0SKC;DF&=4'8([;,Z1 M/: 5!(0UNAY1@2/4G98M4UM@JH+WC$N!!JK.>!J_30HM!OM S6W)!&R1&3N% M'S0,=PQT0QVY>KPD_YGX3P)GW*OHSA*]/1\%WD!^D><9C=E%?G4=Q@G].JM= MX;71DJ2'0VOIT#C:HZ#7[BH^L(5$LPGFMU#J3KG!(>/J^+[<#K;ZFSX\3O?, M;#B=G\":H,GE]54$9C#\$#C=!I.MM2/+AFE#;R0:GT#[M=9N'WB!\=4M_@!0 M2P,$% @ LC&$5%R?<_P. P " < !D !X;"]W;W)K&ULA55M3]LP$/XKIV@?0,K(2Y.F16VEPMZ8QH1X&9JF?7";:Q+A MV)GM4/CW.SLE%%8Z*4K.SMUS+X_O/%E+=:=+1 ,/-1=ZZI7&-,=!H)*-!M73/U M>()Y#UM7%9%:>Q&,)LTK, K-#?-A:)5T*/D58U"5U* PM74FT?')ZG5 M=PH_*ESK+1EL)@LI[^SB+)]ZH0T(.2Z-16#TN<=3Y-P"41A_-IA>[](:;LM/ MZ)]<[I3+@FD\E?RVRDTY]48>Y+AB+3>72:_>&=:<[&'NP;+61 M]<:8(J@KT7W9PZ8.6P:C\ V#>&,0N[@[1R[*#\RPV43)-2BK36A6<*DZ:PJN M$I:4*Z/H;T5V9O899:%84U9+.!,=Q[98!]=LP5$?3@)#3JQJL-P GG2 \1N M40SG4IA2PT>18_X2(*#H^A#CIQ!/XKV(7YDX@D'D0QS&\1Z\09_RP.$-WL"[ MPH).E8%+;*0RE2C@UWRAC:(#\GL/?-+#)PX^>0N>^B9O.8)_1F6PZ*9P>,'+BSF@-Q:4H$759-8U-E M>4[&V@9G][L3ADK#FFF@9R4Y]:D^AI_(5$@=O.E=Q.V%W4WD8 MOB,QK[A5AE'F9U3H-'S-1^:GHQ"HM$F\H8'_$S$5?Y@141E):>2/PMTL!%O3 MB8Y:X6:PAJ5LA>D&5;_;C_EY-]V>U;L[XIRIHA(:.*[(-#S*J/*JF[O=PLC& MS;J%-'2NG5C2587**M#_E93F:6$=])??["]02P,$% @ LC&$5)VR+OHI M!@ SP\ !D !X;"]W;W)K&ULK5=I;]LX$/TK MA'>Q2 UUF4=;A+ 2;,7VFS0M%LL%ON!EL:Q6DET22I._OT^4H>=V$FS!Q X ME$0^OIEY,T,>KX7\HI9$FMU59:U.1DNM5]/Q6&5+JK@Z$BNJ\64A9,4U'N7- M6*TD\=PNJLJQ[[K1N.)%/3H]MN^NY.FQ:'19U'0EF6JJBLO[,RK%^F3DC?H7 M[XN;I38OQJ?'*WY#UZ0_KJXDGL8#2EY45*M"U$S2XF0T\Z9G$S/?3OB]H+7: M&C-CR5R(+^;AE_QDY!I"5%*F#0+'OULZI[(T0*#QM<,<#5N:A=OC'OU':SML MF7-%YZ+\5.1Z>3)*1BRG!6]*_5ZL?Z;.'DLP$Z6ROVS=S75'+&N4%E6W& RJ MHF[_\[O.#R]9X'<+?,N[W"N48BN2['K));&##WQ>DCH\'FML:1:.LP[^ MK(7WGX#W?/9.U'JIV$6=4_X08 RN V&_)WSF/XOX*Z^/6. YS'=]_QF\8'! M8/&")_ NN*R+^D:QJ\'*LB;Q M1R9EK4EJRR2SJ]W@GCB>R.B"(:H-:L(06/N+L=D.(W?*_L#L5D0[D^U<.XT= M%#6P1:.P$,ZCNXQ6NN<&K W3'-ERR"Z;BB370DZM[HL:A*%W8]4A^YX=>('O M^*'7CM/8Q\Z@1\?LEG^&4DZ9;,LD]2[;TXU+8JLX"4<4-_":/-A05PW MT@I!4DXHKL9)[01=F#'*ZH(D/K8.8];W_FMV$+E.$&.W_D6_ZWE3-24W=0U! MN2UR.%,Q6RU?A'\0.G[J'\*_ O>T6^1(>ONMQ"./TT16@#&UH_AE=< M]V&8WY)24_83FMP.-'19H]NULE*L4*J!:0=)Z(2^NTNQ13I?\OJ&H#>VX(5D MM[QLK#!L:IEP=C;#V"AQ?$/M/]K:EW=8%2(\410];>T;J@5Z39L7GVQCPTH. M':%/#_BMO3!=::26*2T^,B0*?2=-4^!Y$\((B>)W7]I?Z^-P/6=,'4=/XKV M>^!RM^)O99%WY':5,CGRNCHY.?(0EKWKMA3I'87IWI7/-.#)T( G+V[ LUH7 M0XI=4];(0A=PQ\5=5C:FM2RDJ&SGVVJ&NR>$?2WX61+F:#U5*P3V9(0BK$C> MTLCVY970"+7I%'UD%@^+GUYRS=8$C]$#DGNZ]O_4E[&J$*C)EFAM .>4\4:9 MA"D&I3"SR(UPUB)_8FS(O1.9((Y<]CO]FFI8P[ADKRP/4XAJ T.@GJ M0> Z7A0[7IPP%,DD"9PPFK"/>VK6 X3'Z>@A33W7&+>I<79B4Q?(\Q \@>PE M.PN'G>"[\AY2()D5ZO%VHK/(G%J\Q&5![#FPGDV0P<&+7;II/=_VK>\$ )^$ MT=;H?$_O5BR8X*/ILB$+(B=$I9F8>,!D=*,P\ME%M2K%/5&W< C)J@2')$5K M"G?]\D%HI,Z01'#-(+_M-L7H:X/J6I)A$OE.XJ;P2,I\C -(PPMC1-N$>^*X M4Y54V*:I=7O?&MX.M]59>TG;3&^ONN^XO"D0IY(66.H> MQ2@>LKT^M@]:K.R5;2XT+H!VN,2-FZ29@.\+ 8N[![/!<(<__1M02P,$% M @ LC&$5"Q-6;97! C1 !D !X;"]W;W)K&ULM5C;;MLX$/T5PMB'%$@C47<5CH'&29H$W5TC0;B@>';D10')+*ICCN6[D%(26D]G4OEN(V917BM$2%@+)JBB( M>+X QG?G$SQY>7%/']?*O'!FTPUYA =0WS8+H4=.8R6G!922\A()6)U//N-/ M=S@V!(OXB\).'CTC$\J2\R6X-<$?RPAJ G!6$)8$\*QA*@F M1&\)40\AK@GQ6$)2$Y*QA+0FI&-CP.[+S+FV@O93;NOEDB@RFPJ^0\+@M3WS M8(O.\G69T-*LCPJ>6IV"3(3=&-KE:_0124U0$I$RAQ=$$FE>;L0(*%4 MQ*).+D$1RN0']!%]>[A$)[]]F#I*2S$&G:QV>[%WZ_6XO8;E&?*B4^2Y'NZ@ MS\?0DU[ZY3#]CI1GR,>6[G70K\;3N[Q?CZ>['?0OP_0_,S7H_>8=[Q4;I-\. MTS]OA*:[O?2[T;'C]#7=T97;E*_7E*]G[?D]]N:,2%NBWXD0I%2("V3W>/3W M5PU%MPH*^<^ ([]QY%M'05_<6585%2,*M:'J"")L@PL$@;J6L2)D!RKA4LFN5A2U1V'5[DQNG21JB4S#(&RG M^+H-Q$'\&O@JGKB))QZ,YWZ4=+2KUP^C9$D95<]=!1._5P97;40<)H'?&T72 M1)$,1C$GVC:EFY,2-#,KTP"ZA"%N-7I:KG"[#46I71AO<_ZE M XKC(/7=#O#-?P'?C@2_3L:A&^+WVJ'>+Q2@!2,9Z*N=&DKQH3WA\!?/YJ$C MX>&6]$=5+$$87W)-]&Z')&X^?[<;BN>%0PD]=!0\W%+F7%^/CO*\[5R\!"Y%M+,@HJHN0U#DU58,S-2#4J[4RA=,[*F M+D/3:&2Y!]4B3*+H)JP9ET$Z];Z53J=J3X)+7&DP^[IF^L\"A6IG01P<'&M> M5N0<83IM6(D;I&_-2ELK'%AR7J,T7$G06,R">7R[N';Q/N [Q]8^SX< >*; M,X"D!R1>=Y?(J[QCQ-*I5BUH%VW9W,*7ZM%6')?N4#:D[2ZW.$HWW6& *F## M2\D+GC%),,\RM9?$90DK)7C&T M34.RPAQ]F/4B%IV(Y(R(.(%'):DR\$GFF+\F"&U%0UG)H:Q%G-*6'AT:6UW2C^:!GR?N_L[>(?IGW>7_E]X]W0\VDYS:4!@8:'1Z(/5 MI+MQ[ Q2C1^!K2)[%'Y9V1<,M0NP^X52=#!<@N%-3/\"4$L#!!0 ( +(Q MA%3)H&N5%P( 'L$ 9 >&PO=V]R:W-H965T0(*Y2;L-36FD=@,!TE#5"GA /+C)26+-EV"?--N_QYSN*+5E"Y+9*]V! M50$D!YC2ERW:/@"C:&V%Y*9E[6(/2P3-+D.+'E38M^@A9Y MQQK8 7[O-L9%=&*IN 1EN5;$0+U,5NG=>N'S0\(/#H,]&1-?R5[K)Q]\J9;) MS!L" 25Z!N9^![@'(3R1L_%GY$PF20\\'1_9/X7:72U[9N%>BY^\PG:9?$A( M!37K!6[U\!G&>JX]7ZF%#5\RQ-S;>4+*WJ*6(]@YD%S%/WL>]^$$D*5G -D( MR(+O*!1.*W\H.S1NE3L<%KMX&$379,<;Q6M> M,H5D59:Z5\A50S9:\)*#)>_)#AIW'DBVT&D3%M\\ #(N[-NOB/9+,ML]'J!=CYM MT3S0SL_0OK87OU9[B\:UU.\+ HM)8!$$%F<$OO5R#\8?@;MKA@6ET;Y];5\C MVTU@\Y?N4*0Y/9P:H"<-(<$TH>TM"77$WIAFIYNUB@WU+SU>RT=F&JXL$5 [ MZ.SJ]CHA)K9Z#%!WH;WV&EVSAF'K7@

&ULC55=;]HP%/TK5M2'5NK(-[15B-0"TS9I$BKM]C#MP80;8M6QJ6V@^_>S MG32#)K"\$-LYY]Q[?(*=[+EXD06 0F\E97+L%$IM[EQ79@646 [X!IA^DW-1 M8J6G8NW*C0"\LJ22NH'G#=T2$^:DB5V;BS3A6T4)@[E R;I09L%-DPU>PP+4\V8N],QM5%:D!"8)9TA /G;N_;M9;/ 6\(/ 7AZ, MD7&RY/S%3+ZNQHYG&@(*F3(*6#]V, %*C9!NX[76=)J2AG@X?E?_;+UK+TLL M8<+I3[)2Q=BY<= *ZSC&^9(FR-YIR2C(!$ MG] $RP)AMJH&L]M/]VV.ZJR-J M<@J:G *K%Y[0ZPKDU_U2*J'_:K_/% B; J$M$)THT&2;F0'\R[8KN$IJ9*7, M2;1+0S\.PCAQ=XW_C%LVH:-@E$<-J@C/U'C)SKKYQ'TWI!,0>6H MRT4E,#RH&WG>!PL],-/SF*/NXZ;[^&SW3UQA:AN_;@5R;6,2__<7=Z4T;*74 MANF4;EHIM6$C+1<>HV9M5.#%P]N;#]OA'IQ8YC[ZCL6:,(DHY)KH#49:1U1G M?#51?&,/L257^DBTPT)?BR ,0+_/.5?O$W,N-A=M^A=02P,$% @ LC&$ M5']6PF#F @ -P@ !D !X;"]W;W)K&ULC59M M;]HP$/XKIV@?6JEMR O058#$2Z=M6B4$[?IAV@>37(A5QV:V@>[?SW9"1B'0 M?B%^N>>Y>^SS';VMD"\J1]3P6C"N^EZN]>K.]U628T'4C5@A-SN9D 719BJ7 MOEI))*D#%

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how.js IDEA: XBRL DOCUMENT // Edgar(tm) Renderer was created by staff of the U.S. Securities and Exchange Commission. Data and content created by government employees within the scope of their employment are not subject to domestic copyright protection. 17 U.S.C. 105. var Show={};Show.LastAR=null,Show.showAR=function(a,r,w){if(Show.LastAR)Show.hideAR();var e=a;while(e&&e.nodeName!='TABLE')e=e.nextSibling;if(!e||e.nodeName!='TABLE'){var ref=((window)?w.document:document).getElementById(r);if(ref){e=ref.cloneNode(!0); e.removeAttribute('id');a.parentNode.appendChild(e)}} if(e)e.style.display='block';Show.LastAR=e};Show.hideAR=function(){Show.LastAR.style.display='none'};Show.toggleNext=function(a){var e=a;while(e.nodeName!='DIV')e=e.nextSibling;if(!e.style){}else if(!e.style.display){}else{var d,p_;if(e.style.display=='none'){d='block';p='-'}else{d='none';p='+'} e.style.display=d;if(a.textContent){a.textContent=p+a.textContent.substring(1)}else{a.innerText=p+a.innerText.substring(1)}}} XML 137 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 138 FilingSummary.xml IDEA: XBRL DOCUMENT 3.22.1 html 428 559 1 false 112 0 false 8 false false R1.htm 000010001 - Document - Cover Sheet http://chargepoint.com/role/Cover Cover Cover 1 false false R2.htm 000020002 - Document - Audit Information Sheet http://chargepoint.com/role/AuditInformation Audit Information Notes 2 false false R3.htm 100010003 - Statement - Consolidated Balance Sheets Sheet http://chargepoint.com/role/ConsolidatedBalanceSheets Consolidated Balance Sheets Uncategorized 3 false false R4.htm 100020004 - Statement - Consolidated Balance Sheets (Parenthetical) Sheet http://chargepoint.com/role/ConsolidatedBalanceSheetsParenthetical Consolidated Balance Sheets (Parenthetical) Cover 4 false false R5.htm 100030005 - Statement - Consolidated Statements of Operations Sheet http://chargepoint.com/role/ConsolidatedStatementsofOperations Consolidated Statements of Operations Statements 5 false false R6.htm 100040006 - Statement - Consolidated Statements of Comprehensive Income (Loss) Sheet http://chargepoint.com/role/ConsolidatedStatementsofComprehensiveIncomeLoss Consolidated Statements of Comprehensive Income (Loss) Statements 6 false false R7.htm 100050007 - Statement - Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders??? Equity (Deficit) Sheet http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders??? Equity (Deficit) Statements 7 false false R8.htm 100060008 - Statement - Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders??? Equity (Deficit) (Parenthetical) Sheet http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficitParenthetical Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders??? Equity (Deficit) (Parenthetical) Statements 8 false false R9.htm 100070009 - Statement - Consolidated Statements of Cash Flows Sheet http://chargepoint.com/role/ConsolidatedStatementsofCashFlows Consolidated Statements of Cash Flows Statements 9 false false R10.htm 210011001 - Disclosure - Description of Business and Basis of Presentation Sheet http://chargepoint.com/role/DescriptionofBusinessandBasisofPresentation Description of Business and Basis of Presentation Notes 10 false false R11.htm 210031002 - Disclosure - Summary of Significant Accounting Policies Sheet http://chargepoint.com/role/SummaryofSignificantAccountingPolicies Summary of Significant Accounting Policies Notes 11 false false R12.htm 210241003 - Disclosure - Fair Value Measurements Sheet http://chargepoint.com/role/FairValueMeasurements Fair Value Measurements Notes 12 false false R13.htm 210291004 - Disclosure - Reverse Recapitalization & Business Combinations Sheet http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinations Reverse Recapitalization & Business Combinations Notes 13 false false R14.htm 210391005 - Disclosure - Balance Sheet Components Sheet http://chargepoint.com/role/BalanceSheetComponents Balance Sheet Components Notes 14 false false R15.htm 210451006 - Disclosure - Leases Sheet http://chargepoint.com/role/Leases Leases Notes 15 false false R16.htm 210521007 - Disclosure - Debt Sheet http://chargepoint.com/role/Debt Debt Notes 16 false false R17.htm 210541008 - Disclosure - Commitment and Contingencies Sheet http://chargepoint.com/role/CommitmentandContingencies Commitment and Contingencies Notes 17 false false R18.htm 210561009 - Disclosure - Redeemable Convertible Preferred Stock Sheet http://chargepoint.com/role/RedeemableConvertiblePreferredStock Redeemable Convertible Preferred Stock Notes 18 false false R19.htm 210601010 - Disclosure - Common Stock Sheet http://chargepoint.com/role/CommonStock Common Stock Notes 19 false false R20.htm 210641011 - Disclosure - Stock Warrants and Earnout Sheet http://chargepoint.com/role/StockWarrantsandEarnout Stock Warrants and Earnout Notes 20 false false R21.htm 210701012 - Disclosure - Equity Plans and Stock-based Compensation Sheet http://chargepoint.com/role/EquityPlansandStockbasedCompensation Equity Plans and Stock-based Compensation Notes 21 false false R22.htm 210771013 - Disclosure - Income Taxes Sheet http://chargepoint.com/role/IncomeTaxes Income Taxes Notes 22 false false R23.htm 210851014 - Disclosure - Related Party Transactions Sheet http://chargepoint.com/role/RelatedPartyTransactions Related Party Transactions Notes 23 false false R24.htm 210891015 - Disclosure - Geographic Information Sheet http://chargepoint.com/role/GeographicInformation Geographic Information Notes 24 false false R25.htm 210931016 - Disclosure - Basic and Diluted Net Loss per Share Sheet http://chargepoint.com/role/BasicandDilutedNetLossperShare Basic and Diluted Net Loss per Share Notes 25 false false R26.htm 210981017 - Disclosure - Employee Benefit Plans Sheet http://chargepoint.com/role/EmployeeBenefitPlans Employee Benefit Plans Notes 26 false false R27.htm 211001018 - Disclosure - Subsequent Events Sheet http://chargepoint.com/role/SubsequentEvents Subsequent Events Notes 27 false false R28.htm 220042001 - Disclosure - Summary of Significant Accounting Policies (Policies) Sheet http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesPolicies Summary of Significant Accounting Policies (Policies) Policies http://chargepoint.com/role/SummaryofSignificantAccountingPolicies 28 false false R29.htm 230053001 - Disclosure - Summary of Significant Accounting Policies (Tables) Sheet http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesTables Summary of Significant Accounting Policies (Tables) Tables http://chargepoint.com/role/SummaryofSignificantAccountingPolicies 29 false false R30.htm 230253002 - Disclosure - Fair Value Measurements (Tables) Sheet http://chargepoint.com/role/FairValueMeasurementsTables Fair Value Measurements (Tables) Tables http://chargepoint.com/role/FairValueMeasurements 30 false false R31.htm 230303003 - Disclosure - Reverse Recapitalization & Business Combinations (Tables) Sheet http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsTables Reverse Recapitalization & Business Combinations (Tables) Tables http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinations 31 false false R32.htm 230403004 - Disclosure - Balance Sheet Components (Tables) Sheet http://chargepoint.com/role/BalanceSheetComponentsTables Balance Sheet Components (Tables) Tables http://chargepoint.com/role/BalanceSheetComponents 32 false false R33.htm 230463005 - Disclosure - Leases (Tables) Sheet http://chargepoint.com/role/LeasesTables Leases (Tables) Tables http://chargepoint.com/role/Leases 33 false false R34.htm 230573006 - Disclosure - Redeemable Convertible Preferred Stock (Tables) Sheet http://chargepoint.com/role/RedeemableConvertiblePreferredStockTables Redeemable Convertible Preferred Stock (Tables) Tables http://chargepoint.com/role/RedeemableConvertiblePreferredStock 34 false false R35.htm 230613007 - Disclosure - Common Stock (Tables) Sheet http://chargepoint.com/role/CommonStockTables Common Stock (Tables) Tables http://chargepoint.com/role/CommonStock 35 false false R36.htm 230653008 - Disclosure - Stock Warrants and Earnout (Tables) Sheet http://chargepoint.com/role/StockWarrantsandEarnoutTables Stock Warrants and Earnout (Tables) Tables http://chargepoint.com/role/StockWarrantsandEarnout 36 false false R37.htm 230713009 - Disclosure - Equity Plans and Stock-based Compensation (Tables) Sheet http://chargepoint.com/role/EquityPlansandStockbasedCompensationTables Equity Plans and Stock-based Compensation (Tables) Tables http://chargepoint.com/role/EquityPlansandStockbasedCompensation 37 false false R38.htm 230783010 - Disclosure - Income Taxes (Tables) Sheet http://chargepoint.com/role/IncomeTaxesTables Income Taxes (Tables) Tables http://chargepoint.com/role/IncomeTaxes 38 false false R39.htm 230863011 - Disclosure - Related Party Transactions (Tables) Sheet http://chargepoint.com/role/RelatedPartyTransactionsTables Related Party Transactions (Tables) Tables http://chargepoint.com/role/RelatedPartyTransactions 39 false false R40.htm 230903012 - Disclosure - Geographic Information (Tables) Sheet http://chargepoint.com/role/GeographicInformationTables Geographic Information (Tables) Tables http://chargepoint.com/role/GeographicInformation 40 false false R41.htm 230943013 - Disclosure - Basic and Diluted Net Loss per Share (Tables) Sheet http://chargepoint.com/role/BasicandDilutedNetLossperShareTables Basic and Diluted Net Loss per Share (Tables) Tables http://chargepoint.com/role/BasicandDilutedNetLossperShare 41 false false R42.htm 240024001 - Disclosure - Description of Business and Basis of Presentation (Details) Sheet http://chargepoint.com/role/DescriptionofBusinessandBasisofPresentationDetails Description of Business and Basis of Presentation (Details) Details http://chargepoint.com/role/DescriptionofBusinessandBasisofPresentation 42 false false R43.htm 240064002 - Disclosure - Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) Sheet http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesConcentrationofCreditRiskDetails Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) Details 43 false false R44.htm 240074003 - Disclosure - Summary of Significant Accounting Policies - Segment Reporting (Details) Sheet http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesSegmentReportingDetails Summary of Significant Accounting Policies - Segment Reporting (Details) Details 44 false false R45.htm 240084004 - Disclosure - Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) Sheet http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesCashandCashEquivalentsDetails Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) Details 45 false false R46.htm 240094005 - Disclosure - Summary of Significant Accounting Policies - Allowance for Credit Loss (Details) Sheet http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesAllowanceforCreditLossDetails Summary of Significant Accounting Policies - Allowance for Credit Loss (Details) Details 46 false false R47.htm 240104006 - Disclosure - Summary of Significant Accounting Policies - Schedule of Property and Equipment (Details) Sheet http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesScheduleofPropertyandEquipmentDetails Summary of Significant Accounting Policies - Schedule of Property and Equipment (Details) Details 47 false false R48.htm 240114007 - Disclosure - Summary of Significant Accounting Policies - Leases (Details) Sheet http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesLeasesDetails Summary of Significant Accounting Policies - Leases (Details) Details http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesTables 48 false false R49.htm 240124008 - Disclosure - Summary of Significant Accounting Policies - Impairment of Long-Lived Assets (Details) Sheet http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesImpairmentofLongLivedAssetsDetails Summary of Significant Accounting Policies - Impairment of Long-Lived Assets (Details) Details 49 false false R50.htm 240134009 - Disclosure - Summary of Significant Accounting Policies - Intangible Assets (Details) Sheet http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesIntangibleAssetsDetails Summary of Significant Accounting Policies - Intangible Assets (Details) Details 50 false false R51.htm 240144010 - Disclosure - Summary of Significant Accounting Policies - Goodwill (Details) Sheet http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesGoodwillDetails Summary of Significant Accounting Policies - Goodwill (Details) Details 51 false false R52.htm 240154011 - Disclosure - Summary of Significant Accounting Policies - Common Stock Warrant Liability (Details) Sheet http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesCommonStockWarrantLiabilityDetails Summary of Significant Accounting Policies - Common Stock Warrant Liability (Details) Details 52 false false R53.htm 240164012 - Disclosure - Summary of Significant Accounting Policies - Revenue (Details) Sheet http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesRevenueDetails Summary of Significant Accounting Policies - Revenue (Details) Details http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesTables 53 false false R54.htm 240174013 - Disclosure - Summary of Significant Accounting Policies - Remaining Performance Obligations (Details) Sheet http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesRemainingPerformanceObligationsDetails Summary of Significant Accounting Policies - Remaining Performance Obligations (Details) Details 54 false false R55.htm 240184014 - Disclosure - Summary of Significant Accounting Policies - Deferred Revenue (Details) Sheet http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesDeferredRevenueDetails Summary of Significant Accounting Policies - Deferred Revenue (Details) Details 55 false false R56.htm 240194015 - Disclosure - Summary of Significant Accounting Policies - Cost to Obtain Customer Contract (Details) Sheet http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesCosttoObtainCustomerContractDetails Summary of Significant Accounting Policies - Cost to Obtain Customer Contract (Details) Details 56 false false R57.htm 240204016 - Disclosure - Summary of Significant Accounting Policies - Rollforward of Deferred Costs (Details) Sheet http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesRollforwardofDeferredCostsDetails Summary of Significant Accounting Policies - Rollforward of Deferred Costs (Details) Details 57 false false R58.htm 240214017 - Disclosure - Summary of Significant Accounting Policies - Schedule of Deferred Costs (Details) Sheet http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesScheduleofDeferredCostsDetails Summary of Significant Accounting Policies - Schedule of Deferred Costs (Details) Details 58 false false R59.htm 240224018 - Disclosure - Summary of Significant Accounting Policies - Advertising Costs (Details) Sheet http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesAdvertisingCostsDetails Summary of Significant Accounting Policies - Advertising Costs (Details) Details 59 false false R60.htm 240234019 - Disclosure - Summary of Significant Accounting Policies - Warranty (Details) Sheet http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesWarrantyDetails Summary of Significant Accounting Policies - Warranty (Details) Details 60 false false R61.htm 240264020 - Disclosure - Fair Value Measurements - Assets and Liabilities (Details) Sheet http://chargepoint.com/role/FairValueMeasurementsAssetsandLiabilitiesDetails Fair Value Measurements - Assets and Liabilities (Details) Details 61 false false R62.htm 240274021 - Disclosure - Fair Value Measurements - Schedule of Changes in the Fair Value of Level 3 Financial Instruments (Details) Sheet http://chargepoint.com/role/FairValueMeasurementsScheduleofChangesintheFairValueofLevel3FinancialInstrumentsDetails Fair Value Measurements - Schedule of Changes in the Fair Value of Level 3 Financial Instruments (Details) Details 62 false false R63.htm 240284022 - Disclosure - Fair Value Measurements - Narrative (Details) Sheet http://chargepoint.com/role/FairValueMeasurementsNarrativeDetails Fair Value Measurements - Narrative (Details) Details 63 false false R64.htm 240314023 - Disclosure - Reverse Recapitalization & Business Combinations - Narrative (Details) Sheet http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails Reverse Recapitalization & Business Combinations - Narrative (Details) Details http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsTables 64 false false R65.htm 240324024 - Disclosure - Reverse Recapitalization & Business Combinations - Common Stock (Details) Sheet http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsCommonStockDetails Reverse Recapitalization & Business Combinations - Common Stock (Details) Details 65 false false R66.htm 240334025 - Disclosure - Reverse Recapitalization & Business Combinations - Fair Value Inputs (Details) Sheet http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsFairValueInputsDetails Reverse Recapitalization & Business Combinations - Fair Value Inputs (Details) Details 66 false false R67.htm 240344026 - Disclosure - Reverse Recapitalization & Business Combinations - Preliminary Purchase Price Consideration (Details) Sheet http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryPurchasePriceConsiderationDetails Reverse Recapitalization & Business Combinations - Preliminary Purchase Price Consideration (Details) Details 67 false false R68.htm 240354027 - Disclosure - Reverse Recapitalization & Business Combinations - Preliminary Assets and Liabilities Acquired (Details) Sheet http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryAssetsandLiabilitiesAcquiredDetails Reverse Recapitalization & Business Combinations - Preliminary Assets and Liabilities Acquired (Details) Details 68 false false R69.htm 240364028 - Disclosure - Reverse Recapitalization & Business Combinations - Pro Forma Information (Details) Sheet http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsProFormaInformationDetails Reverse Recapitalization & Business Combinations - Pro Forma Information (Details) Details 69 false false R70.htm 240374029 - Disclosure - Reverse Recapitalization & Business Combinations - Schedule of Goodwill (Details) Sheet http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsScheduleofGoodwillDetails Reverse Recapitalization & Business Combinations - Schedule of Goodwill (Details) Details 70 false false R71.htm 240384030 - Disclosure - Reverse Recapitalization & Business Combinations - Schedule of Intangible Assets (Details) Sheet http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsScheduleofIntangibleAssetsDetails Reverse Recapitalization & Business Combinations - Schedule of Intangible Assets (Details) Details 71 false false R72.htm 240414031 - Disclosure - Balance Sheet Components - Inventories (Details) Sheet http://chargepoint.com/role/BalanceSheetComponentsInventoriesDetails Balance Sheet Components - Inventories (Details) Details 72 false false R73.htm 240424032 - Disclosure - Balance Sheet Components Prepaid Expense and Other Current Assets (Details) Sheet http://chargepoint.com/role/BalanceSheetComponentsPrepaidExpenseandOtherCurrentAssetsDetails Balance Sheet Components Prepaid Expense and Other Current Assets (Details) Details 73 false false R74.htm 240434033 - Disclosure - Balance Sheet Components - Property and Equipment, Net (Details) Sheet http://chargepoint.com/role/BalanceSheetComponentsPropertyandEquipmentNetDetails Balance Sheet Components - Property and Equipment, Net (Details) Details 74 false false R75.htm 240444034 - Disclosure - Balance Sheet Components - Accrued and Other Current Liabilities (Details) Sheet http://chargepoint.com/role/BalanceSheetComponentsAccruedandOtherCurrentLiabilitiesDetails Balance Sheet Components - Accrued and Other Current Liabilities (Details) Details 75 false false R76.htm 240474035 - Disclosure - Leases - Narrative (Details) Sheet http://chargepoint.com/role/LeasesNarrativeDetails Leases - Narrative (Details) Details 76 false false R77.htm 240484036 - Disclosure - Leases - Schedule of Lease Assets and Liabilities (Details) Sheet http://chargepoint.com/role/LeasesScheduleofLeaseAssetsandLiabilitiesDetails Leases - Schedule of Lease Assets and Liabilities (Details) Details 77 false false R78.htm 240494037 - Disclosure - Leases - Schedule of Lease Maturity (Details) Sheet http://chargepoint.com/role/LeasesScheduleofLeaseMaturityDetails Leases - Schedule of Lease Maturity (Details) Details 78 false false R79.htm 240504038 - Disclosure - Leases - Other Supplemental Information (Details) Sheet http://chargepoint.com/role/LeasesOtherSupplementalInformationDetails Leases - Other Supplemental Information (Details) Details 79 false false R80.htm 240514039 - Disclosure - Leases - Cash Flow Information (Details) Sheet http://chargepoint.com/role/LeasesCashFlowInformationDetails Leases - Cash Flow Information (Details) Details 80 false false R81.htm 240534040 - Disclosure - Debt (Details) Sheet http://chargepoint.com/role/DebtDetails Debt (Details) Details http://chargepoint.com/role/Debt 81 false false R82.htm 240554041 - Disclosure - Commitment and Contingencies - Narrative (Details) Sheet http://chargepoint.com/role/CommitmentandContingenciesNarrativeDetails Commitment and Contingencies - Narrative (Details) Details 82 false false R83.htm 240584042 - Disclosure - Redeemable Convertible Preferred Stock - Narrative (Details) Sheet http://chargepoint.com/role/RedeemableConvertiblePreferredStockNarrativeDetails Redeemable Convertible Preferred Stock - Narrative (Details) Details 83 false false R84.htm 240594043 - Disclosure - Redeemable Convertible Preferred Stock - Schedule of Redeemable Convertible Preferred Stock (Details) Sheet http://chargepoint.com/role/RedeemableConvertiblePreferredStockScheduleofRedeemableConvertiblePreferredStockDetails Redeemable Convertible Preferred Stock - Schedule of Redeemable Convertible Preferred Stock (Details) Details 84 false false R85.htm 240624044 - Disclosure - Common Stock - Narrative (Details) Sheet http://chargepoint.com/role/CommonStockNarrativeDetails Common Stock - Narrative (Details) Details 85 false false R86.htm 240634045 - Disclosure - Common Stock - Reserved for Future Issuance (Details) Sheet http://chargepoint.com/role/CommonStockReservedforFutureIssuanceDetails Common Stock - Reserved for Future Issuance (Details) Details 86 false false R87.htm 240664046 - Disclosure - Stock Warrants and Earnout - Narrative (Details) Sheet http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails Stock Warrants and Earnout - Narrative (Details) Details 87 false false R88.htm 240674047 - Disclosure - Stock Warrants and Earnout - Schedule of Warrants Outstanding (Details) Sheet http://chargepoint.com/role/StockWarrantsandEarnoutScheduleofWarrantsOutstandingDetails Stock Warrants and Earnout - Schedule of Warrants Outstanding (Details) Details 88 false false R89.htm 240684048 - Disclosure - Stock Warrants and Earnout - Fair Value Inputs of Warrants and Contingent Earnout Liability (Details) Sheet http://chargepoint.com/role/StockWarrantsandEarnoutFairValueInputsofWarrantsandContingentEarnoutLiabilityDetails Stock Warrants and Earnout - Fair Value Inputs of Warrants and Contingent Earnout Liability (Details) Details 89 false false R90.htm 240694049 - Disclosure - Stock Warrants and Earnouts - Warrant Activity (Details) Sheet http://chargepoint.com/role/StockWarrantsandEarnoutsWarrantActivityDetails Stock Warrants and Earnouts - Warrant Activity (Details) Details 90 false false R91.htm 240724050 - Disclosure - Equity Plans and Stock-based Compensation - Stock-based Compensation Expense (Details) Sheet http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockbasedCompensationExpenseDetails Equity Plans and Stock-based Compensation - Stock-based Compensation Expense (Details) Details 91 false false R92.htm 240734051 - Disclosure - Equity Plans and Stock-based Compensation - Narrative (Details) Sheet http://chargepoint.com/role/EquityPlansandStockbasedCompensationNarrativeDetails Equity Plans and Stock-based Compensation - Narrative (Details) Details 92 false false R93.htm 240744052 - Disclosure - Equity Plans and Stock-Based Compensation - Fair Value Assumptions (Details) Sheet http://chargepoint.com/role/EquityPlansandStockBasedCompensationFairValueAssumptionsDetails Equity Plans and Stock-Based Compensation - Fair Value Assumptions (Details) Details 93 false false R94.htm 240754053 - Disclosure - Equity Plans and Stock-Based Compensation - Restricted Stock Units Activity (Details) Sheet http://chargepoint.com/role/EquityPlansandStockBasedCompensationRestrictedStockUnitsActivityDetails Equity Plans and Stock-Based Compensation - Restricted Stock Units Activity (Details) Details 94 false false R95.htm 240764054 - Disclosure - Equity Plans and Stock-based Compensation - Stock Option Activity (Details) Sheet http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockOptionActivityDetails Equity Plans and Stock-based Compensation - Stock Option Activity (Details) Details 95 false false R96.htm 240794055 - Disclosure - Income Taxes - Provision for Income Taxes (Details) Sheet http://chargepoint.com/role/IncomeTaxesProvisionforIncomeTaxesDetails Income Taxes - Provision for Income Taxes (Details) Details 96 false false R97.htm 240804056 - Disclosure - Income Taxes - Components of the Income Tax Expense (Benefit) (Details) Sheet http://chargepoint.com/role/IncomeTaxesComponentsoftheIncomeTaxExpenseBenefitDetails Income Taxes - Components of the Income Tax Expense (Benefit) (Details) Details 97 false false R98.htm 240814057 - Disclosure - Income Taxes - Reconciliation of Effective Income Tax Rate (Details) Sheet http://chargepoint.com/role/IncomeTaxesReconciliationofEffectiveIncomeTaxRateDetails Income Taxes - Reconciliation of Effective Income Tax Rate (Details) Details 98 false false R99.htm 240824058 - Disclosure - Income Taxes - Components of the Company's Deferred Income Tax Assets (Liabilities) (Details) Sheet http://chargepoint.com/role/IncomeTaxesComponentsoftheCompanysDeferredIncomeTaxAssetsLiabilitiesDetails Income Taxes - Components of the Company's Deferred Income Tax Assets (Liabilities) (Details) Details 99 false false R100.htm 240834059 - Disclosure - Income Taxes - Narrative (Details) Sheet http://chargepoint.com/role/IncomeTaxesNarrativeDetails Income Taxes - Narrative (Details) Details 100 false false R101.htm 240844060 - Disclosure - Income Taxes - Reconciliation of the Beginning and Ending Amount of Gross Unrecognized Tax Benefits (Details) Sheet http://chargepoint.com/role/IncomeTaxesReconciliationoftheBeginningandEndingAmountofGrossUnrecognizedTaxBenefitsDetails Income Taxes - Reconciliation of the Beginning and Ending Amount of Gross Unrecognized Tax Benefits (Details) Details 101 false false R102.htm 240874061 - Disclosure - Related Party Transactions - Schedule of Revenue Transactions (Details) Sheet http://chargepoint.com/role/RelatedPartyTransactionsScheduleofRevenueTransactionsDetails Related Party Transactions - Schedule of Revenue Transactions (Details) Details 102 false false R103.htm 240884062 - Disclosure - Related Party Transactions - Narrative (Details) Sheet http://chargepoint.com/role/RelatedPartyTransactionsNarrativeDetails Related Party Transactions - Narrative (Details) Details 103 false false R104.htm 240914063 - Disclosure - Geographic Information (Details) Sheet http://chargepoint.com/role/GeographicInformationDetails Geographic Information (Details) Details http://chargepoint.com/role/GeographicInformationTables 104 false false R105.htm 240924064 - Disclosure - Geographic Information - Long-Lived Assets (Details) Sheet http://chargepoint.com/role/GeographicInformationLongLivedAssetsDetails Geographic Information - Long-Lived Assets (Details) Details 105 false false R106.htm 240954065 - Disclosure - Basic and Diluted Net Loss per Share - Computation of Basic and Diluted Loss per Share (Details) Sheet http://chargepoint.com/role/BasicandDilutedNetLossperShareComputationofBasicandDilutedLossperShareDetails Basic and Diluted Net Loss per Share - Computation of Basic and Diluted Loss per Share (Details) Details 106 false false R107.htm 240964066 - Disclosure - Basic and Diluted Net Loss per Share - Antidilutive Securities (Details) Sheet http://chargepoint.com/role/BasicandDilutedNetLossperShareAntidilutiveSecuritiesDetails Basic and Diluted Net Loss per Share - Antidilutive Securities (Details) Details 107 false false R108.htm 240974067 - Disclosure - Basic and Diluted Net Loss per Share - Narrative (Details) Sheet http://chargepoint.com/role/BasicandDilutedNetLossperShareNarrativeDetails Basic and Diluted Net Loss per Share - Narrative (Details) Details 108 false false R109.htm 240994068 - Disclosure - Employee Benefit Plans (Details) Sheet http://chargepoint.com/role/EmployeeBenefitPlansDetails Employee Benefit Plans (Details) Details http://chargepoint.com/role/EmployeeBenefitPlans 109 false false R110.htm 241014069 - Disclosure - Subsequent Events (Details) Sheet http://chargepoint.com/role/SubsequentEventsDetails Subsequent Events (Details) Details http://chargepoint.com/role/SubsequentEvents 110 false false R9999.htm Uncategorized Items - chpt-20220131.htm Sheet http://xbrl.sec.gov/role/uncategorizedFacts Uncategorized Items - chpt-20220131.htm Cover 111 false false All Reports Book All Reports chpt-20220131.htm chargepoint10k2022ex1021.htm chargepoint10k2022ex107.htm chargepoint10k2022ex108.htm chargepoint10k2022ex109.htm chargepoint10k2022ex211.htm chargepoint10k2022ex231.htm chargepoint10k2022ex311.htm chargepoint10k2022ex312.htm chargepoint10k2022ex321.htm chargepoint10k2022ex322.htm chargepoint10k2022exhibit32.htm chargepoint10k2022exhibit33.htm chargepoint10k2022exhibit43.htm chpt-20220131.xsd chpt-20220131_cal.xml chpt-20220131_def.xml chpt-20220131_lab.xml chpt-20220131_pre.xml chpt-20220131_g1.jpg http://fasb.org/us-gaap/2021-01-31 http://xbrl.sec.gov/dei/2021q4 true true JSON 141 MetaLinks.json IDEA: XBRL DOCUMENT { "instance": { "chpt-20220131.htm": { "axisCustom": 2, "axisStandard": 38, "contextCount": 428, "dts": { "calculationLink": { "local": [ "chpt-20220131_cal.xml" ] }, "definitionLink": { "local": [ "chpt-20220131_def.xml" ] }, "inline": { "local": [ "chpt-20220131.htm" ] }, "labelLink": { "local": [ "chpt-20220131_lab.xml" ] }, "presentationLink": { "local": [ "chpt-20220131_pre.xml" ] }, "schema": { "local": [ "chpt-20220131.xsd" ], "remote": [ "http://www.xbrl.org/2003/xbrl-instance-2003-12-31.xsd", "http://www.xbrl.org/2003/xbrl-linkbase-2003-12-31.xsd", "http://www.xbrl.org/2003/xl-2003-12-31.xsd", "http://www.xbrl.org/2003/xlink-2003-12-31.xsd", "http://www.xbrl.org/2005/xbrldt-2005.xsd", "http://www.xbrl.org/2006/ref-2006-02-27.xsd", "http://www.xbrl.org/lrr/role/negated-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/net-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/reference-2009-12-16.xsd", "https://www.xbrl.org/2020/extensible-enumerations-2.0.xsd", "https://www.xbrl.org/dtr/type/2020-01-21/types.xsd", "https://xbrl.fasb.org/srt/2021/elts/srt-2021-01-31.xsd", "https://xbrl.fasb.org/srt/2021/elts/srt-roles-2021-01-31.xsd", "https://xbrl.fasb.org/srt/2021/elts/srt-types-2021-01-31.xsd", "https://xbrl.fasb.org/us-gaap/2021/elts/us-gaap-2021-01-31.xsd", "https://xbrl.fasb.org/us-gaap/2021/elts/us-roles-2021-01-31.xsd", "https://xbrl.fasb.org/us-gaap/2021/elts/us-types-2021-01-31.xsd", "https://xbrl.sec.gov/country/2021/country-2021.xsd", "https://xbrl.sec.gov/dei/2021q4/dei-2021q4.xsd" ] } }, "elementCount": 857, "entityCount": 1, "hidden": { "http://chargepoint.com/20220131": 3, "http://fasb.org/us-gaap/2021-01-31": 5, "http://xbrl.sec.gov/dei/2021q4": 7, "total": 15 }, "keyCustom": 112, "keyStandard": 447, "memberCustom": 51, "memberStandard": 55, "nsprefix": "chpt", "nsuri": "http://chargepoint.com/20220131", "report": { "R1": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "true", "longName": "000010001 - Document - Cover", "role": "http://chargepoint.com/role/Cover", "shortName": "Cover", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R10": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BusinessDescriptionAndBasisOfPresentationTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210011001 - Disclosure - Description of Business and Basis of Presentation", "role": "http://chargepoint.com/role/DescriptionofBusinessandBasisofPresentation", "shortName": "Description of Business and Basis of Presentation", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BusinessDescriptionAndBasisOfPresentationTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R100": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:ValuationAllowanceDeferredTaxAssetChangeInAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240834059 - Disclosure - Income Taxes - Narrative (Details)", "role": "http://chargepoint.com/role/IncomeTaxesNarrativeDetails", "shortName": "Income Taxes - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:ValuationAllowanceDeferredTaxAssetChangeInAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R101": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfUnrecognizedTaxBenefitsRollForwardTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "iae666b4f4c634450b700e6ee8c78a9ac_I20210131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:UnrecognizedTaxBenefits", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240844060 - Disclosure - Income Taxes - Reconciliation of the Beginning and Ending Amount of Gross Unrecognized Tax Benefits (Details)", "role": "http://chargepoint.com/role/IncomeTaxesReconciliationoftheBeginningandEndingAmountofGrossUnrecognizedTaxBenefitsDetails", "shortName": "Income Taxes - Reconciliation of the Beginning and Ending Amount of Gross Unrecognized Tax Benefits (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfUnrecognizedTaxBenefitsRollForwardTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:UnrecognizedTaxBenefitsIncreasesResultingFromPriorPeriodTaxPositions", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R102": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromRelatedParties", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240874061 - Disclosure - Related Party Transactions - Schedule of Revenue Transactions (Details)", "role": "http://chargepoint.com/role/RelatedPartyTransactionsScheduleofRevenueTransactionsDetails", "shortName": "Related Party Transactions - Schedule of Revenue Transactions (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromRelatedParties", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R103": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i4bff4dfc0d2f437f895a1bc91dfbafce_I20220131", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:AccountsReceivableRelatedParties", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240884062 - Disclosure - Related Party Transactions - Narrative (Details)", "role": "http://chargepoint.com/role/RelatedPartyTransactionsNarrativeDetails", "shortName": "Related Party Transactions - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i4bff4dfc0d2f437f895a1bc91dfbafce_I20220131", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:AccountsReceivableRelatedParties", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R104": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:RevenueFromExternalCustomersByGeographicAreasTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240914063 - Disclosure - Geographic Information (Details)", "role": "http://chargepoint.com/role/GeographicInformationDetails", "shortName": "Geographic Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:RevenueFromExternalCustomersByGeographicAreasTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i2fca3d5506ae4edd96af7fde2d2c00bc_D20210201-20220131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R105": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LongLivedAssetsByGeographicAreasTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:NoncurrentAssets", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240924064 - Disclosure - Geographic Information - Long-Lived Assets (Details)", "role": "http://chargepoint.com/role/GeographicInformationLongLivedAssetsDetails", "shortName": "Geographic Information - Long-Lived Assets (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LongLivedAssetsByGeographicAreasTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:NoncurrentAssets", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R106": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:NetIncomeLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240954065 - Disclosure - Basic and Diluted Net Loss per Share - Computation of Basic and Diluted Loss per Share (Details)", "role": "http://chargepoint.com/role/BasicandDilutedNetLossperShareComputationofBasicandDilutedLossperShareDetails", "shortName": "Basic and Diluted Net Loss per Share - Computation of Basic and Diluted Loss per Share (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "0", "lang": "en-US", "name": "us-gaap:WeightedAverageNumberOfSharesIssuedBasic", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R107": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "0", "first": true, "lang": "en-US", "name": "us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240964066 - Disclosure - Basic and Diluted Net Loss per Share - Antidilutive Securities (Details)", "role": "http://chargepoint.com/role/BasicandDilutedNetLossperShareAntidilutiveSecuritiesDetails", "shortName": "Basic and Diluted Net Loss per Share - Antidilutive Securities (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "0", "first": true, "lang": "en-US", "name": "us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R108": { "firstAnchor": { "ancestors": [ "span", "div", "us-gaap:ScheduleOfStockholdersEquityNoteWarrantsOrRightsTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "4", "first": true, "lang": "en-US", "name": "chpt:RecapitalizationExchangeRatio", "reportCount": 1, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240974067 - Disclosure - Basic and Diluted Net Loss per Share - Narrative (Details)", "role": "http://chargepoint.com/role/BasicandDilutedNetLossperShareNarrativeDetails", "shortName": "Basic and Diluted Net Loss per Share - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R109": { "firstAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:DefinedContributionPlanCostRecognized", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240994068 - Disclosure - Employee Benefit Plans (Details)", "role": "http://chargepoint.com/role/EmployeeBenefitPlansDetails", "shortName": "Employee Benefit Plans (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:DefinedContributionPlanCostRecognized", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R11": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210031002 - Disclosure - Summary of Significant Accounting Policies", "role": "http://chargepoint.com/role/SummaryofSignificantAccountingPolicies", "shortName": "Summary of Significant Accounting Policies", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R110": { "firstAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i0d20a28aaf184cef9ae43c6649096faf_D20220202-20220202", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:PaymentsForPreviousAcquisition", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "241014069 - Disclosure - Subsequent Events (Details)", "role": "http://chargepoint.com/role/SubsequentEventsDetails", "shortName": "Subsequent Events (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i0d20a28aaf184cef9ae43c6649096faf_D20220202-20220202", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:PaymentsForPreviousAcquisition", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R12": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210241003 - Disclosure - Fair Value Measurements", "role": "http://chargepoint.com/role/FairValueMeasurements", "shortName": "Fair Value Measurements", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R13": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "chpt:ReverseRecapitalizationAndBusinessCombinationsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210291004 - Disclosure - Reverse Recapitalization & Business Combinations", "role": "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinations", "shortName": "Reverse Recapitalization & Business Combinations", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "chpt:ReverseRecapitalizationAndBusinessCombinationsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R14": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:AdditionalFinancialInformationDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210391005 - Disclosure - Balance Sheet Components", "role": "http://chargepoint.com/role/BalanceSheetComponents", "shortName": "Balance Sheet Components", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:AdditionalFinancialInformationDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R15": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeasesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210451006 - Disclosure - Leases", "role": "http://chargepoint.com/role/Leases", "shortName": "Leases", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeasesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R16": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DebtDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210521007 - Disclosure - Debt", "role": "http://chargepoint.com/role/Debt", "shortName": "Debt", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DebtDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R17": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210541008 - Disclosure - Commitment and Contingencies", "role": "http://chargepoint.com/role/CommitmentandContingencies", "shortName": "Commitment and Contingencies", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R18": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "chpt:TemporaryEquityTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210561009 - Disclosure - Redeemable Convertible Preferred Stock", "role": "http://chargepoint.com/role/RedeemableConvertiblePreferredStock", "shortName": "Redeemable Convertible Preferred Stock", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "chpt:TemporaryEquityTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R19": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210601010 - Disclosure - Common Stock", "role": "http://chargepoint.com/role/CommonStock", "shortName": "Common Stock", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R2": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "dei:AuditorName", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "false", "longName": "000020002 - Document - Audit Information", "role": "http://chargepoint.com/role/AuditInformation", "shortName": "Audit Information", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "dei:AuditorName", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R20": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "chpt:WarrantsAndRightsAndContingentEarnoutLiabilityDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210641011 - Disclosure - Stock Warrants and Earnout", "role": "http://chargepoint.com/role/StockWarrantsandEarnout", "shortName": "Stock Warrants and Earnout", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "chpt:WarrantsAndRightsAndContingentEarnoutLiabilityDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R21": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210701012 - Disclosure - Equity Plans and Stock-based Compensation", "role": "http://chargepoint.com/role/EquityPlansandStockbasedCompensation", "shortName": "Equity Plans and Stock-based Compensation", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R22": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210771013 - Disclosure - Income Taxes", "role": "http://chargepoint.com/role/IncomeTaxes", "shortName": "Income Taxes", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R23": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210851014 - Disclosure - Related Party Transactions", "role": "http://chargepoint.com/role/RelatedPartyTransactions", "shortName": "Related Party Transactions", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R24": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SegmentReportingDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210891015 - Disclosure - Geographic Information", "role": "http://chargepoint.com/role/GeographicInformation", "shortName": "Geographic Information", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SegmentReportingDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R25": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210931016 - Disclosure - Basic and Diluted Net Loss per Share", "role": "http://chargepoint.com/role/BasicandDilutedNetLossperShare", "shortName": "Basic and Diluted Net Loss per Share", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R26": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DefinedContributionPlanTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210981017 - Disclosure - Employee Benefit Plans", "role": "http://chargepoint.com/role/EmployeeBenefitPlans", "shortName": "Employee Benefit Plans", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DefinedContributionPlanTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R27": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SubsequentEventsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "211001018 - Disclosure - Subsequent Events", "role": "http://chargepoint.com/role/SubsequentEvents", "shortName": "Subsequent Events", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SubsequentEventsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R28": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfAccountingPolicyPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "220042001 - Disclosure - Summary of Significant Accounting Policies (Policies)", "role": "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesPolicies", "shortName": "Summary of Significant Accounting Policies (Policies)", "subGroupType": "policies", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfAccountingPolicyPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R29": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfCashAndCashEquivalentsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230053001 - Disclosure - Summary of Significant Accounting Policies (Tables)", "role": "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesTables", "shortName": "Summary of Significant Accounting Policies (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfCashAndCashEquivalentsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R3": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfRestrictedCashAndCashEquivalentsTextBlock", "us-gaap:ScheduleOfCashAndCashEquivalentsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "100010003 - Statement - Consolidated Balance Sheets", "role": "http://chargepoint.com/role/ConsolidatedBalanceSheets", "shortName": "Consolidated Balance Sheets", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:AccountsReceivableNetCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R30": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230253002 - Disclosure - Fair Value Measurements (Tables)", "role": "http://chargepoint.com/role/FairValueMeasurementsTables", "shortName": "Fair Value Measurements (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R31": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "chpt:ScheduleOfReverseRecapitalizationTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230303003 - Disclosure - Reverse Recapitalization & Business Combinations (Tables)", "role": "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsTables", "shortName": "Reverse Recapitalization & Business Combinations (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "chpt:ScheduleOfReverseRecapitalizationTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R32": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfInventoryCurrentTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230403004 - Disclosure - Balance Sheet Components (Tables)", "role": "http://chargepoint.com/role/BalanceSheetComponentsTables", "shortName": "Balance Sheet Components (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfInventoryCurrentTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R33": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "chpt:AssetsAndLiabilitiesLesseeTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230463005 - Disclosure - Leases (Tables)", "role": "http://chargepoint.com/role/LeasesTables", "shortName": "Leases (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "chpt:AssetsAndLiabilitiesLesseeTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R34": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:TemporaryEquityTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230573006 - Disclosure - Redeemable Convertible Preferred Stock (Tables)", "role": "http://chargepoint.com/role/RedeemableConvertiblePreferredStockTables", "shortName": "Redeemable Convertible Preferred Stock (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:TemporaryEquityTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R35": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfStockByClassTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230613007 - Disclosure - Common Stock (Tables)", "role": "http://chargepoint.com/role/CommonStockTables", "shortName": "Common Stock (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfStockByClassTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R36": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTableTextBlock", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230653008 - Disclosure - Stock Warrants and Earnout (Tables)", "role": "http://chargepoint.com/role/StockWarrantsandEarnoutTables", "shortName": "Stock Warrants and Earnout (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "lang": "en-US", "name": "us-gaap:ScheduleOfStockholdersEquityNoteWarrantsOrRightsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R37": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230713009 - Disclosure - Equity Plans and Stock-based Compensation (Tables)", "role": "http://chargepoint.com/role/EquityPlansandStockbasedCompensationTables", "shortName": "Equity Plans and Stock-based Compensation (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R38": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230783010 - Disclosure - Income Taxes (Tables)", "role": "http://chargepoint.com/role/IncomeTaxesTables", "shortName": "Income Taxes (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R39": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfRelatedPartyTransactionsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230863011 - Disclosure - Related Party Transactions (Tables)", "role": "http://chargepoint.com/role/RelatedPartyTransactionsTables", "shortName": "Related Party Transactions (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfRelatedPartyTransactionsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R4": { "firstAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AllowanceForDoubtfulAccountsReceivableCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "100020004 - Statement - Consolidated Balance Sheets (Parenthetical)", "role": "http://chargepoint.com/role/ConsolidatedBalanceSheetsParenthetical", "shortName": "Consolidated Balance Sheets (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AllowanceForDoubtfulAccountsReceivableCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R40": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromExternalCustomersByGeographicAreasTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230903012 - Disclosure - Geographic Information (Tables)", "role": "http://chargepoint.com/role/GeographicInformationTables", "shortName": "Geographic Information (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromExternalCustomersByGeographicAreasTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R41": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230943013 - Disclosure - Basic and Diluted Net Loss per Share (Tables)", "role": "http://chargepoint.com/role/BasicandDilutedNetLossperShareTables", "shortName": "Basic and Diluted Net Loss per Share (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R42": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:RetainedEarningsAccumulatedDeficit", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240024001 - Disclosure - Description of Business and Basis of Presentation (Details)", "role": "http://chargepoint.com/role/DescriptionofBusinessandBasisofPresentationDetails", "shortName": "Description of Business and Basis of Presentation (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "ic6682e7f43f242afa5f8af7bedbc74f4_I20210131", "decimals": "-5", "lang": "en-US", "name": "us-gaap:TemporaryEquityLiquidationPreference", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R43": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "ib194e5ae76cb4d6ab3cd4b9241279ffb_D20200201-20210131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ConcentrationRiskPercentage1", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240064002 - Disclosure - Summary of Significant Accounting Policies - Concentration of Credit Risk (Details)", "role": "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesConcentrationofCreditRiskDetails", "shortName": "Summary of Significant Accounting Policies - Concentration of Credit Risk (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "ib194e5ae76cb4d6ab3cd4b9241279ffb_D20200201-20210131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ConcentrationRiskPercentage1", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R44": { "firstAnchor": { "ancestors": [ "us-gaap:SegmentReportingPolicyPolicyTextBlock", "span", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:NumberOfOperatingSegments", "reportCount": 1, "unique": true, "unitRef": "segment", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240074003 - Disclosure - Summary of Significant Accounting Policies - Segment Reporting (Details)", "role": "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesSegmentReportingDetails", "shortName": "Summary of Significant Accounting Policies - Segment Reporting (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "us-gaap:SegmentReportingPolicyPolicyTextBlock", "span", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:NumberOfOperatingSegments", "reportCount": 1, "unique": true, "unitRef": "segment", "xsiNil": "false" } }, "R45": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfRestrictedCashAndCashEquivalentsTextBlock", "us-gaap:ScheduleOfCashAndCashEquivalentsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240084004 - Disclosure - Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details)", "role": "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesCashandCashEquivalentsDetails", "shortName": "Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfRestrictedCashAndCashEquivalentsTextBlock", "us-gaap:ScheduleOfCashAndCashEquivalentsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i22389fa30c674d0481bcbc0e157e423c_I20200131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R46": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "iae666b4f4c634450b700e6ee8c78a9ac_I20210131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AllowanceForDoubtfulAccountsReceivable", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240094005 - Disclosure - Summary of Significant Accounting Policies - Allowance for Credit Loss (Details)", "role": "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesAllowanceforCreditLossDetails", "shortName": "Summary of Significant Accounting Policies - Allowance for Credit Loss (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i8d88ddb5bdd441d08ef785cc96e8e3d0_I20190131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:AllowanceForDoubtfulAccountsReceivable", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R47": { "firstAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "ifcec542a1125498fbb2e5a48807d997f_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentUsefulLife", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240104006 - Disclosure - Summary of Significant Accounting Policies - Schedule of Property and Equipment (Details)", "role": "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesScheduleofPropertyandEquipmentDetails", "shortName": "Summary of Significant Accounting Policies - Schedule of Property and Equipment (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "ifcec542a1125498fbb2e5a48807d997f_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentUsefulLife", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R48": { "firstAnchor": null, "groupType": "disclosure", "isDefault": "false", "longName": "240114007 - Disclosure - Summary of Significant Accounting Policies - Leases (Details)", "role": "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesLeasesDetails", "shortName": "Summary of Significant Accounting Policies - Leases (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R49": { "firstAnchor": { "ancestors": [ "us-gaap:ImpairmentOfLongLivedAssetsHeldForUse", "span", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ImpairmentOfLongLivedAssetsHeldForUse", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240124008 - Disclosure - Summary of Significant Accounting Policies - Impairment of Long-Lived Assets (Details)", "role": "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesImpairmentofLongLivedAssetsDetails", "shortName": "Summary of Significant Accounting Policies - Impairment of Long-Lived Assets (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "us-gaap:ImpairmentOfLongLivedAssetsHeldForUse", "span", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ImpairmentOfLongLivedAssetsHeldForUse", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R5": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:RevenueFromExternalCustomersByGeographicAreasTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "100030005 - Statement - Consolidated Statements of Operations", "role": "http://chargepoint.com/role/ConsolidatedStatementsofOperations", "shortName": "Consolidated Statements of Operations", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:CostOfGoodsAndServicesSold", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R50": { "firstAnchor": { "ancestors": [ "us-gaap:GoodwillAndIntangibleAssetsIntangibleAssetsPolicy", "span", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i6e4d6b37b09d463a8347c500f93a2b70_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:AcquiredFiniteLivedIntangibleAssetsWeightedAverageUsefulLife", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240134009 - Disclosure - Summary of Significant Accounting Policies - Intangible Assets (Details)", "role": "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesIntangibleAssetsDetails", "shortName": "Summary of Significant Accounting Policies - Intangible Assets (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "us-gaap:GoodwillAndIntangibleAssetsIntangibleAssetsPolicy", "span", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i6e4d6b37b09d463a8347c500f93a2b70_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:AcquiredFiniteLivedIntangibleAssetsWeightedAverageUsefulLife", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R51": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfGoodwillTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:Goodwill", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240144010 - Disclosure - Summary of Significant Accounting Policies - Goodwill (Details)", "role": "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesGoodwillDetails", "shortName": "Summary of Significant Accounting Policies - Goodwill (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "INF", "lang": "en-US", "name": "us-gaap:GoodwillImpairedAccumulatedImpairmentLoss", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R52": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ClassOfWarrantOrRightOutstanding", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240154011 - Disclosure - Summary of Significant Accounting Policies - Common Stock Warrant Liability (Details)", "role": "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesCommonStockWarrantLiabilityDetails", "shortName": "Summary of Significant Accounting Policies - Common Stock Warrant Liability (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i26930ce53f8f4be68f2d549568ae3d0f_I20210226", "decimals": "INF", "lang": "en-US", "name": "us-gaap:CommonStockParOrStatedValuePerShare", "reportCount": 1, "unique": true, "unitRef": "usdPerShare", "xsiNil": "false" } }, "R53": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i6e4d6b37b09d463a8347c500f93a2b70_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "chpt:RevenueFromContractWithCustomerContractTerms", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240164012 - Disclosure - Summary of Significant Accounting Policies - Revenue (Details)", "role": "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesRevenueDetails", "shortName": "Summary of Significant Accounting Policies - Revenue (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i6e4d6b37b09d463a8347c500f93a2b70_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "chpt:RevenueFromContractWithCustomerContractTerms", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R54": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "ic7a3d2ef1b6a477e9dc5f3827d8beca1_I20220131", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:RevenueRemainingPerformanceObligation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240174013 - Disclosure - Summary of Significant Accounting Policies - Remaining Performance Obligations (Details)", "role": "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesRemainingPerformanceObligationsDetails", "shortName": "Summary of Significant Accounting Policies - Remaining Performance Obligations (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "ic7a3d2ef1b6a477e9dc5f3827d8beca1_I20220131", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:RevenueRemainingPerformanceObligation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R55": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:ContractWithCustomerLiability", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240184014 - Disclosure - Summary of Significant Accounting Policies - Deferred Revenue (Details)", "role": "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesDeferredRevenueDetails", "shortName": "Summary of Significant Accounting Policies - Deferred Revenue (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:ContractWithCustomerLiability", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R56": { "firstAnchor": { "ancestors": [ "span", "div", "us-gaap:CostOfSalesPolicyTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CapitalizedContractCostAmortizationPeriod", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240194015 - Disclosure - Summary of Significant Accounting Policies - Cost to Obtain Customer Contract (Details)", "role": "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesCosttoObtainCustomerContractDetails", "shortName": "Summary of Significant Accounting Policies - Cost to Obtain Customer Contract (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "us-gaap:CostOfSalesPolicyTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CapitalizedContractCostAmortizationPeriod", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R57": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:CapitalizedContractCostTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "iae666b4f4c634450b700e6ee8c78a9ac_I20210131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CapitalizedContractCostNet", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240204016 - Disclosure - Summary of Significant Accounting Policies - Rollforward of Deferred Costs (Details)", "role": "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesRollforwardofDeferredCostsDetails", "shortName": "Summary of Significant Accounting Policies - Rollforward of Deferred Costs (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:CapitalizedContractCostTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "-3", "lang": "en-US", "name": "chpt:CapitalizedContractCostAdditions", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R58": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:CapitalizedContractCostTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CapitalizedContractCostNetCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240214017 - Disclosure - Summary of Significant Accounting Policies - Schedule of Deferred Costs (Details)", "role": "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesScheduleofDeferredCostsDetails", "shortName": "Summary of Significant Accounting Policies - Schedule of Deferred Costs (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:CapitalizedContractCostTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CapitalizedContractCostNetCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R59": { "firstAnchor": { "ancestors": [ "us-gaap:AdvertisingExpense", "us-gaap:AdvertisingExpense", "span", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "0", "first": true, "lang": "en-US", "name": "us-gaap:AdvertisingExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240224018 - Disclosure - Summary of Significant Accounting Policies - Advertising Costs (Details)", "role": "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesAdvertisingCostsDetails", "shortName": "Summary of Significant Accounting Policies - Advertising Costs (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "us-gaap:AdvertisingExpense", "us-gaap:AdvertisingExpense", "span", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "0", "first": true, "lang": "en-US", "name": "us-gaap:AdvertisingExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R6": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:NetIncomeLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "100040006 - Statement - Consolidated Statements of Comprehensive Income (Loss)", "role": "http://chargepoint.com/role/ConsolidatedStatementsofComprehensiveIncomeLoss", "shortName": "Consolidated Statements of Comprehensive Income (Loss)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTaxPortionAttributableToParent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R60": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:ProductWarrantyExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240234019 - Disclosure - Summary of Significant Accounting Policies - Warranty (Details)", "role": "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesWarrantyDetails", "shortName": "Summary of Significant Accounting Policies - Warranty (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:ProductWarrantyExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R61": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:WarrantsAndRightsOutstanding", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240264020 - Disclosure - Fair Value Measurements - Assets and Liabilities (Details)", "role": "http://chargepoint.com/role/FairValueMeasurementsAssetsandLiabilitiesDetails", "shortName": "Fair Value Measurements - Assets and Liabilities (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i6c22fe4dccff426082bbfb03212cd2e4_I20220131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:AssetsFairValueDisclosure", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R62": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i78b39c74cf2e42aaa37e477a161a2f38_I20210131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240274021 - Disclosure - Fair Value Measurements - Schedule of Changes in the Fair Value of Level 3 Financial Instruments (Details)", "role": "http://chargepoint.com/role/FairValueMeasurementsScheduleofChangesintheFairValueofLevel3FinancialInstrumentsDetails", "shortName": "Fair Value Measurements - Schedule of Changes in the Fair Value of Level 3 Financial Instruments (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "ifa09b89d59bb456788759838e660baa4_I20190131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R63": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:BusinessCombinationContingentConsiderationArrangementsChangeInAmountOfContingentConsiderationLiability1", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240284022 - Disclosure - Fair Value Measurements - Narrative (Details)", "role": "http://chargepoint.com/role/FairValueMeasurementsNarrativeDetails", "shortName": "Fair Value Measurements - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "ieb34bec6fdfa462ca731cdf240b37b71_D20210201-20220131", "decimals": "-5", "lang": "en-US", "name": "us-gaap:BusinessCombinationContingentConsiderationArrangementsChangeInAmountOfContingentConsiderationLiability1", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R64": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i68c4457f31454b5793744735167b1ac5_I20210226", "decimals": "4", "first": true, "lang": "en-US", "name": "chpt:RecapitalizationExchangeRatio", "reportCount": 1, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240314023 - Disclosure - Reverse Recapitalization & Business Combinations - Narrative (Details)", "role": "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails", "shortName": "Reverse Recapitalization & Business Combinations - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i0fb7b2746c1d49018e1d91712d389714_D20211101-20220131", "decimals": "INF", "lang": "en-US", "name": "us-gaap:GoodwillAndIntangibleAssetImpairment", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R65": { "firstAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "iae666b4f4c634450b700e6ee8c78a9ac_I20210131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:CommonStockSharesOutstanding", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240324024 - Disclosure - Reverse Recapitalization & Business Combinations - Common Stock (Details)", "role": "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsCommonStockDetails", "shortName": "Reverse Recapitalization & Business Combinations - Common Stock (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "chpt:ScheduleOfReverseRecapitalizationTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "ie10989aefa934b7eacd3ef77a5722c93_I20210225", "decimals": "INF", "lang": "en-US", "name": "us-gaap:CommonStockSharesOutstanding", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R66": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i7770b0fa6cfa49879925f0316a2c1215_I20220131", "decimals": "3", "first": true, "lang": "en-US", "name": "us-gaap:BusinessCombinationContingentConsiderationLiabilityMeasurementInput", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240334025 - Disclosure - Reverse Recapitalization & Business Combinations - Fair Value Inputs (Details)", "role": "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsFairValueInputsDetails", "shortName": "Reverse Recapitalization & Business Combinations - Fair Value Inputs (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i7770b0fa6cfa49879925f0316a2c1215_I20220131", "decimals": "3", "first": true, "lang": "en-US", "name": "us-gaap:BusinessCombinationContingentConsiderationLiabilityMeasurementInput", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R67": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i2d6637c198ee4850a8cef7b7deb17772_D20210811-20210811", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:PaymentsToAcquireBusinessesGross", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240344026 - Disclosure - Reverse Recapitalization & Business Combinations - Preliminary Purchase Price Consideration (Details)", "role": "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryPurchasePriceConsiderationDetails", "shortName": "Reverse Recapitalization & Business Combinations - Preliminary Purchase Price Consideration (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i2d6637c198ee4850a8cef7b7deb17772_D20210811-20210811", "decimals": "-3", "lang": "en-US", "name": "us-gaap:BusinessCombinationConsiderationTransferredLiabilitiesIncurred", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R68": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfGoodwillTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:Goodwill", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240354027 - Disclosure - Reverse Recapitalization & Business Combinations - Preliminary Assets and Liabilities Acquired (Details)", "role": "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryAssetsandLiabilitiesAcquiredDetails", "shortName": "Reverse Recapitalization & Business Combinations - Preliminary Assets and Liabilities Acquired (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "us-gaap:ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i862f2c3008604297a7bc435ed3064fa0_I20210811", "decimals": "-3", "lang": "en-US", "name": "us-gaap:BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R69": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:BusinessAcquisitionProFormaInformationTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:BusinessAcquisitionsProFormaRevenue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240364028 - Disclosure - Reverse Recapitalization & Business Combinations - Pro Forma Information (Details)", "role": "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsProFormaInformationDetails", "shortName": "Reverse Recapitalization & Business Combinations - Pro Forma Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:BusinessAcquisitionProFormaInformationTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:BusinessAcquisitionsProFormaRevenue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R7": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i8d88ddb5bdd441d08ef785cc96e8e3d0_I20190131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:TemporaryEquitySharesOutstanding", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "100050007 - Statement - Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders\u2019 Equity (Deficit)", "role": "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit", "shortName": "Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders\u2019 Equity (Deficit)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i8d88ddb5bdd441d08ef785cc96e8e3d0_I20190131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:StockholdersEquity", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R70": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfGoodwillTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "iae666b4f4c634450b700e6ee8c78a9ac_I20210131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:Goodwill", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240374029 - Disclosure - Reverse Recapitalization & Business Combinations - Schedule of Goodwill (Details)", "role": "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsScheduleofGoodwillDetails", "shortName": "Reverse Recapitalization & Business Combinations - Schedule of Goodwill (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfGoodwillTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:GoodwillForeignCurrencyTranslationGainLoss", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R71": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfFiniteLivedIntangibleAssetsAcquiredAsPartOfBusinessCombinationTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:FiniteLivedIntangibleAssetsGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240384030 - Disclosure - Reverse Recapitalization & Business Combinations - Schedule of Intangible Assets (Details)", "role": "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsScheduleofIntangibleAssetsDetails", "shortName": "Reverse Recapitalization & Business Combinations - Schedule of Intangible Assets (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfFiniteLivedIntangibleAssetsAcquiredAsPartOfBusinessCombinationTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:FiniteLivedIntangibleAssetsGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R72": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:InventoryRawMaterialsNetOfReserves", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240414031 - Disclosure - Balance Sheet Components - Inventories (Details)", "role": "http://chargepoint.com/role/BalanceSheetComponentsInventoriesDetails", "shortName": "Balance Sheet Components - Inventories (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:InventoryRawMaterialsNetOfReserves", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R73": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfOtherCurrentAssetsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:PrepaidExpenseCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240424032 - Disclosure - Balance Sheet Components Prepaid Expense and Other Current Assets (Details)", "role": "http://chargepoint.com/role/BalanceSheetComponentsPrepaidExpenseandOtherCurrentAssetsDetails", "shortName": "Balance Sheet Components Prepaid Expense and Other Current Assets (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfOtherCurrentAssetsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:PrepaidExpenseCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R74": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240434033 - Disclosure - Balance Sheet Components - Property and Equipment, Net (Details)", "role": "http://chargepoint.com/role/BalanceSheetComponentsPropertyandEquipmentNetDetails", "shortName": "Balance Sheet Components - Property and Equipment, Net (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R75": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAccruedLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AccruedLiabilitiesCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240444034 - Disclosure - Balance Sheet Components - Accrued and Other Current Liabilities (Details)", "role": "http://chargepoint.com/role/BalanceSheetComponentsAccruedandOtherCurrentLiabilitiesDetails", "shortName": "Balance Sheet Components - Accrued and Other Current Liabilities (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAccruedLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AccruedLiabilitiesCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R76": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:LeaseCost", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240474035 - Disclosure - Leases - Narrative (Details)", "role": "http://chargepoint.com/role/LeasesNarrativeDetails", "shortName": "Leases - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:LeaseCost", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R77": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseRightOfUseAsset", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240484036 - Disclosure - Leases - Schedule of Lease Assets and Liabilities (Details)", "role": "http://chargepoint.com/role/LeasesScheduleofLeaseAssetsandLiabilitiesDetails", "shortName": "Leases - Schedule of Lease Assets and Liabilities (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "chpt:AssetsAndLiabilitiesLesseeTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:OperatingLeaseLiabilityCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R78": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240494037 - Disclosure - Leases - Schedule of Lease Maturity (Details)", "role": "http://chargepoint.com/role/LeasesScheduleofLeaseMaturityDetails", "shortName": "Leases - Schedule of Lease Maturity (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R79": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LeaseCostTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseWeightedAverageRemainingLeaseTerm1", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240504038 - Disclosure - Leases - Other Supplemental Information (Details)", "role": "http://chargepoint.com/role/LeasesOtherSupplementalInformationDetails", "shortName": "Leases - Other Supplemental Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LeaseCostTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseWeightedAverageRemainingLeaseTerm1", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R8": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i0857780393564c11ae7e41d856cbbe8d_D20190201-20200131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:PaymentsOfStockIssuanceCosts", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "100060008 - Statement - Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders\u2019 Equity (Deficit) (Parenthetical)", "role": "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficitParenthetical", "shortName": "Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders\u2019 Equity (Deficit) (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "ib0c7ad82ae654759a0700a09fb20dfb3_D20190201-20200131", "decimals": "-5", "lang": "en-US", "name": "us-gaap:PaymentsOfStockIssuanceCosts", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R80": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LeaseCostTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeasePayments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240514039 - Disclosure - Leases - Cash Flow Information (Details)", "role": "http://chargepoint.com/role/LeasesCashFlowInformationDetails", "shortName": "Leases - Cash Flow Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LeaseCostTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeasePayments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R81": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:InterestPayableCurrentAndNoncurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240534040 - Disclosure - Debt (Details)", "role": "http://chargepoint.com/role/DebtDetails", "shortName": "Debt (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:InterestPayableCurrentAndNoncurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R82": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:LongTermPurchaseCommitmentAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240554041 - Disclosure - Commitment and Contingencies - Narrative (Details)", "role": "http://chargepoint.com/role/CommitmentandContingenciesNarrativeDetails", "shortName": "Commitment and Contingencies - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:LongTermPurchaseCommitmentAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R83": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i4840f53185aa4f5ea72bdb24de531672_D20200201-20210131", "decimals": "INF", "first": true, "lang": "en-US", "name": "chpt:TemporaryEquityStockIssuedDuringPeriodSharesNewIssues", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240584042 - Disclosure - Redeemable Convertible Preferred Stock - Narrative (Details)", "role": "http://chargepoint.com/role/RedeemableConvertiblePreferredStockNarrativeDetails", "shortName": "Redeemable Convertible Preferred Stock - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i0857780393564c11ae7e41d856cbbe8d_D20190201-20200131", "decimals": "-5", "lang": "en-US", "name": "chpt:CashProceedsFromIssuanceOfTemporaryEquity", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R84": { "firstAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:TemporaryEquitySharesAuthorized", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240594043 - Disclosure - Redeemable Convertible Preferred Stock - Schedule of Redeemable Convertible Preferred Stock (Details)", "role": "http://chargepoint.com/role/RedeemableConvertiblePreferredStockScheduleofRedeemableConvertiblePreferredStockDetails", "shortName": "Redeemable Convertible Preferred Stock - Schedule of Redeemable Convertible Preferred Stock (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:TemporaryEquityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i5d88667041034855983725881ba3aad6_I20210131", "decimals": "INF", "lang": "en-US", "name": "us-gaap:TemporaryEquitySharesAuthorized", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R85": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "chpt:StockIssuedDuringPeriodValueReverseRecapitalization", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240624044 - Disclosure - Common Stock - Narrative (Details)", "role": "http://chargepoint.com/role/CommonStockNarrativeDetails", "shortName": "Common Stock - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i070681900572459fbff11ac06d425931_D20210226-20210226", "decimals": "-5", "lang": "en-US", "name": "chpt:AdjustmentsToAdditionalPaidInCapitalRecapitalizationTransactionCosts", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R86": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfStockByClassTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:CommonStockCapitalSharesReservedForFutureIssuance", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240634045 - Disclosure - Common Stock - Reserved for Future Issuance (Details)", "role": "http://chargepoint.com/role/CommonStockReservedforFutureIssuanceDetails", "shortName": "Common Stock - Reserved for Future Issuance (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfStockByClassTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i94cbfebcdfcb4578ba5605be97b632c8_I20220131", "decimals": "INF", "lang": "en-US", "name": "us-gaap:CommonStockCapitalSharesReservedForFutureIssuance", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R87": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ClassOfWarrantOrRightOutstanding", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240664046 - Disclosure - Stock Warrants and Earnout - Narrative (Details)", "role": "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails", "shortName": "Stock Warrants and Earnout - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": null, "lang": "en-US", "name": "chpt:NumberOfConsecutiveDaysDeterminingEarnoutTriggeringEvent", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R88": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ClassOfWarrantOrRightOutstanding", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240674047 - Disclosure - Stock Warrants and Earnout - Schedule of Warrants Outstanding (Details)", "role": "http://chargepoint.com/role/StockWarrantsandEarnoutScheduleofWarrantsOutstandingDetails", "shortName": "Stock Warrants and Earnout - Schedule of Warrants Outstanding (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i4f4de0d4c41141919800845a92a450cd_I20210131", "decimals": "INF", "lang": "en-US", "name": "us-gaap:ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1", "reportCount": 1, "unique": true, "unitRef": "usdPerShare", "xsiNil": "false" } }, "R89": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i323bd6690801438f8b88aa8da4d7e7c8_I20210312", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:DerivativeLiabilityMeasurementInput", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240684048 - Disclosure - Stock Warrants and Earnout - Fair Value Inputs of Warrants and Contingent Earnout Liability (Details)", "role": "http://chargepoint.com/role/StockWarrantsandEarnoutFairValueInputsofWarrantsandContingentEarnoutLiabilityDetails", "shortName": "Stock Warrants and Earnout - Fair Value Inputs of Warrants and Contingent Earnout Liability (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i323bd6690801438f8b88aa8da4d7e7c8_I20210312", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:DerivativeLiabilityMeasurementInput", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R9": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:BusinessCombinationContingentConsiderationArrangementsChangeInAmountOfContingentConsiderationLiability1", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "100070009 - Statement - Consolidated Statements of Cash Flows", "role": "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows", "shortName": "Consolidated Statements of Cash Flows", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:DepreciationDepletionAndAmortization", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R90": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "iae666b4f4c634450b700e6ee8c78a9ac_I20210131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ClassOfWarrantOrRightOutstanding", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240694049 - Disclosure - Stock Warrants and Earnouts - Warrant Activity (Details)", "role": "http://chargepoint.com/role/StockWarrantsandEarnoutsWarrantActivityDetails", "shortName": "Stock Warrants and Earnouts - Warrant Activity (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "INF", "lang": "en-US", "name": "chpt:ClassOfWarrantOrRightAcquired", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R91": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AllocatedShareBasedCompensationExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240724050 - Disclosure - Equity Plans and Stock-based Compensation - Stock-based Compensation Expense (Details)", "role": "http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockbasedCompensationExpenseDetails", "shortName": "Equity Plans and Stock-based Compensation - Stock-based Compensation Expense (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AllocatedShareBasedCompensationExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R92": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfStockByClassTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:CommonStockCapitalSharesReservedForFutureIssuance", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240734051 - Disclosure - Equity Plans and Stock-based Compensation - Narrative (Details)", "role": "http://chargepoint.com/role/EquityPlansandStockbasedCompensationNarrativeDetails", "shortName": "Equity Plans and Stock-based Compensation - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedStockOptions", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R93": { "firstAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "us-gaap:ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i6ef7cc24453e43b4be406e10099a43b5_D20200201-20210131", "decimals": "3", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMinimum", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240744052 - Disclosure - Equity Plans and Stock-Based Compensation - Fair Value Assumptions (Details)", "role": "http://chargepoint.com/role/EquityPlansandStockBasedCompensationFairValueAssumptionsDetails", "shortName": "Equity Plans and Stock-Based Compensation - Fair Value Assumptions (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "us-gaap:ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i6ef7cc24453e43b4be406e10099a43b5_D20200201-20210131", "decimals": "3", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMinimum", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R94": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "ib4222d9d28994b58a7bf4f2d0dda54b6_I20210131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240754053 - Disclosure - Equity Plans and Stock-Based Compensation - Restricted Stock Units Activity (Details)", "role": "http://chargepoint.com/role/EquityPlansandStockBasedCompensationRestrictedStockUnitsActivityDetails", "shortName": "Equity Plans and Stock-Based Compensation - Restricted Stock Units Activity (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "ib4222d9d28994b58a7bf4f2d0dda54b6_I20210131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R95": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "iae666b4f4c634450b700e6ee8c78a9ac_I20210131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240764054 - Disclosure - Equity Plans and Stock-based Compensation - Stock Option Activity (Details)", "role": "http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockOptionActivityDetails", "shortName": "Equity Plans and Stock-based Compensation - Stock Option Activity (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "INF", "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R96": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240794055 - Disclosure - Income Taxes - Provision for Income Taxes (Details)", "role": "http://chargepoint.com/role/IncomeTaxesProvisionforIncomeTaxesDetails", "shortName": "Income Taxes - Provision for Income Taxes (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R97": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CurrentFederalTaxExpenseBenefit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240804056 - Disclosure - Income Taxes - Components of the Income Tax Expense (Benefit) (Details)", "role": "http://chargepoint.com/role/IncomeTaxesComponentsoftheIncomeTaxExpenseBenefitDetails", "shortName": "Income Taxes - Components of the Income Tax Expense (Benefit) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CurrentFederalTaxExpenseBenefit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R98": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "3", "first": true, "lang": "en-US", "name": "us-gaap:EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240814057 - Disclosure - Income Taxes - Reconciliation of Effective Income Tax Rate (Details)", "role": "http://chargepoint.com/role/IncomeTaxesReconciliationofEffectiveIncomeTaxRateDetails", "shortName": "Income Taxes - Reconciliation of Effective Income Tax Rate (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i34796cd015214bd3b4be00f6f3f888fb_D20210201-20220131", "decimals": "3", "first": true, "lang": "en-US", "name": "us-gaap:EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R99": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:DeferredTaxAssetsOperatingLossCarryforwards", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240824058 - Disclosure - Income Taxes - Components of the Company's Deferred Income Tax Assets (Liabilities) (Details)", "role": "http://chargepoint.com/role/IncomeTaxesComponentsoftheCompanysDeferredIncomeTaxAssetsLiabilitiesDetails", "shortName": "Income Taxes - Components of the Company's Deferred Income Tax Assets (Liabilities) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "chpt-20220131.htm", "contextRef": "i1cdde60d913a41899e59f052fe7800ff_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:DeferredTaxAssetsOperatingLossCarryforwards", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R9999": { "firstAnchor": null, "groupType": "", "isDefault": "false", "longName": "Uncategorized Items - chpt-20220131.htm", "role": "http://xbrl.sec.gov/role/uncategorizedFacts", "shortName": "Uncategorized Items - chpt-20220131.htm", "subGroupType": "", "uniqueAnchor": null } }, "segmentCount": 112, "tag": { "chpt_AccretionOfBeneficialConversionFeatureOfRedeemableConvertiblePreferredStock": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accretion Of Beneficial Conversion Feature Of Redeemable Convertible Preferred Stock", "label": "Accretion Of Beneficial Conversion Feature Of Redeemable Convertible Preferred Stock", "terseLabel": "Accretion of beneficial conversion feature of redeemable convertible preferred stock" } } }, "localname": "AccretionOfBeneficialConversionFeatureOfRedeemableConvertiblePreferredStock", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "chpt_AccruedLiabilitiesAndOtherLiabilitiesCurrent": { "auth_ref": [], "calculation": { "http://chargepoint.com/role/BalanceSheetComponentsAccruedandOtherCurrentLiabilitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://chargepoint.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accrued Liabilities And Other Liabilities, Current", "label": "Accrued Liabilities And Other Liabilities, Current", "terseLabel": "Accrued and other current liabilities", "totalLabel": "Total Accrued and Other Current Liabilities" } } }, "localname": "AccruedLiabilitiesAndOtherLiabilitiesCurrent", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/BalanceSheetComponentsAccruedandOtherCurrentLiabilitiesDetails", "http://chargepoint.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "chpt_AdjustmentsToAdditionalPaidInCapitalEarlyExercisedOptionsVested": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Adjustments To Additional Paid In Capital, Early Exercised Options, Vested", "label": "Adjustments To Additional Paid In Capital, Early Exercised Options, Vested", "terseLabel": "Vesting of early exercised stock options" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalEarlyExercisedOptionsVested", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "chpt_AdjustmentsToAdditionalPaidInCapitalRecapitalizationTransactionCosts": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Adjustments to Additional Paid in Capital, Recapitalization, Transaction Costs", "label": "Adjustments to Additional Paid in Capital, Recapitalization, Transaction Costs", "terseLabel": "Issuance costs" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalRecapitalizationTransactionCosts", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/CommonStockNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "chpt_AdjustmentsToAdditionalPaidInCapitalReclassificationOfContingentEarnoutLiability": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Adjustments To Additional Paid In Capital, Reclassification Of Contingent Earnout Liability", "label": "Adjustments To Additional Paid In Capital, Reclassification Of Contingent Earnout Liability", "terseLabel": "Reclassification of remaining contingent earnout liability upon triggering event" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalReclassificationOfContingentEarnoutLiability", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "chpt_AdjustmentsToAdditionalPaidInCapitalReverseRecapitalizationContingentEarnoutLiabilityRecognized": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Adjustments To Additional Paid In Capital, Reverse Recapitalization, Contingent Earnout Liability Recognized", "label": "Adjustments To Additional Paid In Capital, Reverse Recapitalization, Contingent Earnout Liability Recognized", "terseLabel": "Contingent earnout liability recognized upon the closing of the reverse recapitalization" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalReverseRecapitalizationContingentEarnoutLiabilityRecognized", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "chpt_AggregateIntrinsicValueAbstractAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Aggregate Intrinsic Value Abstract", "label": "Aggregate Intrinsic Value Abstract [Abstract]", "terseLabel": "Aggregate Intrinsic Value (in thousands)" } } }, "localname": "AggregateIntrinsicValueAbstractAbstract", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockOptionActivityDetails" ], "xbrltype": "stringItemType" }, "chpt_AssetsAndLiabilitiesLesseeTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Assets And Liabilities, Lessee", "label": "Assets And Liabilities, Lessee [Table Text Block]", "terseLabel": "Assets and Liabilities, Lessee" } } }, "localname": "AssetsAndLiabilitiesLesseeTableTextBlock", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/LeasesTables" ], "xbrltype": "textBlockItemType" }, "chpt_AuditInformationAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Audit Information", "label": "Audit Information [Abstract]" } } }, "localname": "AuditInformationAbstract", "nsuri": "http://chargepoint.com/20220131", "xbrltype": "stringItemType" }, "chpt_BusinessAcquisitionEquityInterestIssuedOrIssuableNumberOfSharesHeldInEscrow": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Business Acquisition, Equity Interest Issued Or Issuable, Number Of Shares Held In Escrow", "label": "Business Acquisition, Equity Interest Issued Or Issuable, Number Of Shares Held In Escrow", "terseLabel": "Shares held in escrow (in shares)" } } }, "localname": "BusinessAcquisitionEquityInterestIssuedOrIssuableNumberOfSharesHeldInEscrow", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "sharesItemType" }, "chpt_BusinessAcquisitionProFormaIncreaseDecreaseInAmortization": { "auth_ref": [], "calculation": { "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsProFormaInformationDetails": { "order": 1.0, "parentTag": "chpt_BusinessAcquisitionProFormaIncreaseDecreaseInNetIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Business Acquisition, Pro Forma (Increase) Decrease In Amortization", "label": "Business Acquisition, Pro Forma (Increase) Decrease In Amortization", "terseLabel": "An (increase) in amortization expense" } } }, "localname": "BusinessAcquisitionProFormaIncreaseDecreaseInAmortization", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsProFormaInformationDetails" ], "xbrltype": "monetaryItemType" }, "chpt_BusinessAcquisitionProFormaIncreaseDecreaseInIncomeTaxes": { "auth_ref": [], "calculation": { "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsProFormaInformationDetails": { "order": 2.0, "parentTag": "chpt_BusinessAcquisitionProFormaIncreaseDecreaseInNetIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Business Acquisition, Pro Forma (Increase) Decrease In Income Taxes", "label": "Business Acquisition, Pro Forma (Increase) Decrease In Income Taxes", "terseLabel": "An (increase) decrease in tax provision" } } }, "localname": "BusinessAcquisitionProFormaIncreaseDecreaseInIncomeTaxes", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsProFormaInformationDetails" ], "xbrltype": "monetaryItemType" }, "chpt_BusinessAcquisitionProFormaIncreaseDecreaseInNetIncomeLoss": { "auth_ref": [], "calculation": { "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsProFormaInformationDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Business Acquisition, Pro Forma Increase (Decrease) In Net Income (Loss)", "label": "Business Acquisition, Pro Forma Increase (Decrease) In Net Income (Loss)", "totalLabel": "Overall (increase) decrease in net loss" } } }, "localname": "BusinessAcquisitionProFormaIncreaseDecreaseInNetIncomeLoss", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsProFormaInformationDetails" ], "xbrltype": "monetaryItemType" }, "chpt_BusinessAcquisitionProFormaIncreaseDecreaseInTransactionExpense": { "auth_ref": [], "calculation": { "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsProFormaInformationDetails": { "order": 3.0, "parentTag": "chpt_BusinessAcquisitionProFormaIncreaseDecreaseInNetIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Business Acquisition, Pro Forma (Increase) Decrease In Transaction Expense", "label": "Business Acquisition, Pro Forma (Increase) Decrease In Transaction Expense", "terseLabel": "An (increase) decrease in expenses related to transaction" } } }, "localname": "BusinessAcquisitionProFormaIncreaseDecreaseInTransactionExpense", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsProFormaInformationDetails" ], "xbrltype": "monetaryItemType" }, "chpt_BusinessCombinationConsiderationTransferredEquityInterestsIssuedAndIssuableHeldInEscrow": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Business Combination, Consideration Transferred, Equity Interests Issued And Issuable Held In Escrow", "label": "Business Combination, Consideration Transferred, Equity Interests Issued And Issuable Held In Escrow", "terseLabel": "Value of shares in escrow" } } }, "localname": "BusinessCombinationConsiderationTransferredEquityInterestsIssuedAndIssuableHeldInEscrow", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "chpt_BusinessCombinationIndemnityClaimPeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Business Combination, Indemnity Claim Period", "label": "Business Combination, Indemnity Claim Period", "terseLabel": "Indemnity claim period" } } }, "localname": "BusinessCombinationIndemnityClaimPeriod", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "durationItemType" }, "chpt_CaliforniaTaxAuthorityMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "California Tax Authority", "label": "California Tax Authority [Member]", "terseLabel": "California" } } }, "localname": "CaliforniaTaxAuthorityMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "chpt_CapitalizedContractCostAdditions": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Capitalized Contract Cost, Additions", "label": "Capitalized Contract Cost, Additions", "terseLabel": "Capitalization of deferred contract acquisition costs" } } }, "localname": "CapitalizedContractCostAdditions", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesRollforwardofDeferredCostsDetails" ], "xbrltype": "monetaryItemType" }, "chpt_CapitalizedContractCostRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Capitalized Contract Cost", "label": "Capitalized Contract Cost [Roll Forward]", "terseLabel": "Capitalized Contract Cost [Roll Forward]" } } }, "localname": "CapitalizedContractCostRollForward", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesRollforwardofDeferredCostsDetails" ], "xbrltype": "stringItemType" }, "chpt_CashAcquiredThroughReverseRecapitalization": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Cash Acquired Through Reverse Recapitalization", "label": "Cash Acquired Through Reverse Recapitalization", "terseLabel": "Cash - Switchback's trust and cash" } } }, "localname": "CashAcquiredThroughReverseRecapitalization", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "chpt_CashProceedsFromIssuanceOfTemporaryEquity": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Cash Proceeds From Issuance Of Temporary Equity", "label": "Cash Proceeds From Issuance Of Temporary Equity", "terseLabel": "Cash proceeds from issuance of temporary equity" } } }, "localname": "CashProceedsFromIssuanceOfTemporaryEquity", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/RedeemableConvertiblePreferredStockNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "chpt_ChargepointAndHTBMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Chargepoint And HTB", "label": "Chargepoint And HTB [Member]", "terseLabel": "Chargepoint and HTB" } } }, "localname": "ChargepointAndHTBMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsProFormaInformationDetails" ], "xbrltype": "domainItemType" }, "chpt_ChargepointMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Chargepoint", "label": "Chargepoint [Member]", "terseLabel": "Chargepoint" } } }, "localname": "ChargepointMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsProFormaInformationDetails" ], "xbrltype": "domainItemType" }, "chpt_ClassOfWarrantOrRightAcquired": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class Of Warrant Or Right, Acquired", "label": "Class Of Warrant Or Right, Acquired", "terseLabel": "Common Stock Warrants as Part of the Merger (in shares)" } } }, "localname": "ClassOfWarrantOrRightAcquired", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutsWarrantActivityDetails" ], "xbrltype": "sharesItemType" }, "chpt_ClassOfWarrantOrRightRedeemed": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class Of Warrant Or Right, Redeemed", "label": "Class Of Warrant Or Right, Redeemed", "negatedTerseLabel": "Warrants redeemed (in shares)" } } }, "localname": "ClassOfWarrantOrRightRedeemed", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutsWarrantActivityDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesCommonStockWarrantLiabilityDetails" ], "xbrltype": "sharesItemType" }, "chpt_ClassOfWarrantOrRightsPeriodToBecomeExercisable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class Of Warrant Or Rights, Period To Become Exercisable", "label": "Class Of Warrant Or Rights, Period To Become Exercisable", "terseLabel": "Period after merger when warrants become exercisable" } } }, "localname": "ClassOfWarrantOrRightsPeriodToBecomeExercisable", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "durationItemType" }, "chpt_ClassOfWarrantsRedeemedOrCalledDuringPeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class of Warrants Redeemed Or Called During Period", "label": "Class of Warrants Redeemed Or Called During Period", "terseLabel": "Class of warrants redeemed Or called during period" } } }, "localname": "ClassOfWarrantsRedeemedOrCalledDuringPeriod", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "sharesItemType" }, "chpt_ClassOfWarrantsReedemptionPricePerWarrant": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class of Warrants Reedemption Price per Warrant", "label": "Class of Warrants Reedemption Price per Warrant", "terseLabel": "Class of warrants reedemption price per warrant" } } }, "localname": "ClassOfWarrantsReedemptionPricePerWarrant", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "sharesItemType" }, "chpt_CommonStockAndTemporaryEquitySharesAuthorized": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Common Stock And Temporary Equity, Shares Authorized", "label": "Common Stock And Temporary Equity, Shares Authorized", "terseLabel": "Shares authorized (in shares)" } } }, "localname": "CommonStockAndTemporaryEquitySharesAuthorized", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/CommonStockNarrativeDetails" ], "xbrltype": "sharesItemType" }, "chpt_CommonStockCapitalSharesReservedForFutureIssuanceUponExerciseOfStockOptionsAndWarrants": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Common Stock, Capital Shares Reserved For Future Issuance, Upon Exercise Of Stock Options And Warrants", "label": "Common Stock, Capital Shares Reserved For Future Issuance, Upon Exercise Of Stock Options And Warrants", "terseLabel": "Shares reserved for potential future issuance upon exercise of stock options and warrants (in shares)" } } }, "localname": "CommonStockCapitalSharesReservedForFutureIssuanceUponExerciseOfStockOptionsAndWarrants", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "sharesItemType" }, "chpt_CommonStockCapitalSharesReservedForFutureIssuanceUponIssuanceOfEarnoutShares": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Common Stock, Capital Shares Reserved For Future Issuance, Upon Issuance Of Earnout Shares", "label": "Common Stock, Capital Shares Reserved For Future Issuance, Upon Issuance Of Earnout Shares", "terseLabel": "Shares reserved for potential future issuance of earnout shares (in shares)" } } }, "localname": "CommonStockCapitalSharesReservedForFutureIssuanceUponIssuanceOfEarnoutShares", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "sharesItemType" }, "chpt_CommonStockNumberOfVotes": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Common Stock, Number Of Votes", "label": "Common Stock, Number Of Votes", "terseLabel": "Number of votes" } } }, "localname": "CommonStockNumberOfVotes", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/CommonStockNarrativeDetails" ], "xbrltype": "integerItemType" }, "chpt_CommonStockWarrantExpiresIn2028Through2030Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Common Stock Warrant, Expires in 2028 Through 2030", "label": "Common Stock Warrant, Expires in 2028 Through 2030 [Member]", "terseLabel": "Common Stock Warrant, Expires in 2028 Through 2030" } } }, "localname": "CommonStockWarrantExpiresIn2028Through2030Member", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutScheduleofWarrantsOutstandingDetails" ], "xbrltype": "domainItemType" }, "chpt_CommonStockWarrantExpiresIn2030Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Common Stock Warrant, Expires in 2030", "label": "Common Stock Warrant, Expires in 2030 [Member]", "terseLabel": "Common Stock Warrant, Expires in 2030" } } }, "localname": "CommonStockWarrantExpiresIn2030Member", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/RedeemableConvertiblePreferredStockNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutScheduleofWarrantsOutstandingDetails" ], "xbrltype": "domainItemType" }, "chpt_CommonStockWarrantMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Common Stock Warrant", "label": "Common Stock Warrant [Member]", "terseLabel": "Common stock warrant" } } }, "localname": "CommonStockWarrantMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/BasicandDilutedNetLossperShareAntidilutiveSecuritiesDetails", "http://chargepoint.com/role/CommonStockReservedforFutureIssuanceDetails", "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows", "http://chargepoint.com/role/ConsolidatedStatementsofOperations", "http://chargepoint.com/role/DescriptionofBusinessandBasisofPresentationDetails", "http://chargepoint.com/role/RedeemableConvertiblePreferredStockNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutScheduleofWarrantsOutstandingDetails" ], "xbrltype": "domainItemType" }, "chpt_ComputersAndSoftwareMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Computers And Software", "label": "Computers And Software [Member]", "terseLabel": "Computers and software" } } }, "localname": "ComputersAndSoftwareMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/BalanceSheetComponentsPropertyandEquipmentNetDetails" ], "xbrltype": "domainItemType" }, "chpt_ContingentConsiderationLiabilityMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Contingent Consideration Liability", "label": "Contingent Consideration Liability [Member]", "terseLabel": "Contingent Consideration Liability" } } }, "localname": "ContingentConsiderationLiabilityMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsScheduleofChangesintheFairValueofLevel3FinancialInstrumentsDetails" ], "xbrltype": "domainItemType" }, "chpt_CostOfGoodsAndServicesSoldMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Cost Of Goods And Services Sold", "label": "Cost Of Goods And Services Sold [Member]", "terseLabel": "Cost of revenue" } } }, "localname": "CostOfGoodsAndServicesSoldMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockbasedCompensationExpenseDetails" ], "xbrltype": "domainItemType" }, "chpt_DeemedDividendsAttributableToCommonStockWarrantHolders": { "auth_ref": [], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofOperations": { "order": 3.0, "parentTag": "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Deemed Dividends Attributable To Common Stock Warrant Holders", "label": "Deemed Dividends Attributable To Common Stock Warrant Holders", "negatedTerseLabel": "Deemed dividends attributable to common stock warrant holders" } } }, "localname": "DeemedDividendsAttributableToCommonStockWarrantHolders", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/BasicandDilutedNetLossperShareComputationofBasicandDilutedLossperShareDetails", "http://chargepoint.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "monetaryItemType" }, "chpt_DeemedDividendsAttributableToVestedOptionHolders": { "auth_ref": [], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofOperations": { "order": 1.0, "parentTag": "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Deemed Dividends Attributable To Vested Option Holders", "label": "Deemed Dividends Attributable To Vested Option Holders", "negatedTerseLabel": "Deemed dividends attributable to vested option holders" } } }, "localname": "DeemedDividendsAttributableToVestedOptionHolders", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/BasicandDilutedNetLossperShareComputationofBasicandDilutedLossperShareDetails", "http://chargepoint.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "monetaryItemType" }, "chpt_DeferredTaxAssetsOperatingLeaseLiability": { "auth_ref": [], "calculation": { "http://chargepoint.com/role/IncomeTaxesComponentsoftheCompanysDeferredIncomeTaxAssetsLiabilitiesDetails": { "order": 4.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Deferred Tax Assets, Operating Lease Liability", "label": "Deferred Tax Assets, Operating Lease Liability", "terseLabel": "Operating lease liabilities" } } }, "localname": "DeferredTaxAssetsOperatingLeaseLiability", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/IncomeTaxesComponentsoftheCompanysDeferredIncomeTaxAssetsLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "chpt_DeferredTransactionCostsIncurredButNotYetPaid": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Deferred Transaction Costs Incurred But Not Yet Paid", "label": "Deferred Transaction Costs Incurred But Not Yet Paid", "terseLabel": "Deferred transaction costs not yet paid" } } }, "localname": "DeferredTransactionCostsIncurredButNotYetPaid", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "chpt_DerivativeInstrumentContingentConsiderationLiabilityAdditionalShares": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Derivative Instrument, Contingent Consideration, Liability, Additional Shares", "label": "Derivative Instrument, Contingent Consideration, Liability, Additional Shares", "terseLabel": "Additional earn back shares (in shares)" } } }, "localname": "DerivativeInstrumentContingentConsiderationLiabilityAdditionalShares", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsCommonStockDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "sharesItemType" }, "chpt_DerivativeInstrumentContingentConsiderationLiabilityEarnoutPeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Derivative Instrument, Contingent Consideration, Liability, Earnout Period", "label": "Derivative Instrument, Contingent Consideration, Liability, Earnout Period", "terseLabel": "Earnout period (in years)" } } }, "localname": "DerivativeInstrumentContingentConsiderationLiabilityEarnoutPeriod", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "durationItemType" }, "chpt_DerivativeInstrumentContingentConsiderationLiabilityEarnoutPeriodStockPriceTrigger": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Derivative Instrument, Contingent Consideration, Liability, Earnout Period, Stock Price Trigger", "label": "Derivative Instrument, Contingent Consideration, Liability, Earnout Period, Stock Price Trigger", "terseLabel": "Earn Back price trigger (USD per share)" } } }, "localname": "DerivativeInstrumentContingentConsiderationLiabilityEarnoutPeriodStockPriceTrigger", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "perShareItemType" }, "chpt_DerivativeInstrumentContingentConsiderationLiabilityEarnoutPeriodThresholdConsecutiveTradingDays": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Derivative Instrument, Contingent Consideration, Liability, Earnout Period, Threshold Consecutive Trading Days", "label": "Derivative Instrument, Contingent Consideration, Liability, Earnout Period, Threshold Consecutive Trading Days", "terseLabel": "Number of consecutive trading days" } } }, "localname": "DerivativeInstrumentContingentConsiderationLiabilityEarnoutPeriodThresholdConsecutiveTradingDays", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "integerItemType" }, "chpt_DerivativeInstrumentContingentConsiderationLiabilityEarnoutPeriodThresholdTradingDays": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Derivative Instrument, Contingent Consideration, Liability, Earnout Period, Threshold Trading Days", "label": "Derivative Instrument, Contingent Consideration, Liability, Earnout Period, Threshold Trading Days", "terseLabel": "Number of trading days" } } }, "localname": "DerivativeInstrumentContingentConsiderationLiabilityEarnoutPeriodThresholdTradingDays", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "integerItemType" }, "chpt_DerivativeInstrumentContingentConsiderationLiabilityShares": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Derivative Instrument, Contingent Consideration, Liability, Shares", "label": "Derivative Instrument, Contingent Consideration, Liability, Shares", "terseLabel": "Earnout shares (in shares)" } } }, "localname": "DerivativeInstrumentContingentConsiderationLiabilityShares", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "sharesItemType" }, "chpt_DerivativeInstrumentContingentConsiderationLiabilitySharesIssuedNetOfSharesWithheldForTaxes": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Derivative Instrument, Contingent Consideration, Liability, Shares Issued, Net Of Shares Withheld For Taxes", "label": "Derivative Instrument, Contingent Consideration, Liability, Shares Issued, Net Of Shares Withheld For Taxes", "terseLabel": "Earnout shares, net (in shares)" } } }, "localname": "DerivativeInstrumentContingentConsiderationLiabilitySharesIssuedNetOfSharesWithheldForTaxes", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "sharesItemType" }, "chpt_DilutiveSecuritiesEffectOnBasicEarningsPerShareDilutiveGainOnEarnoutSharesIssued": { "auth_ref": [], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofOperations": { "order": 3.0, "parentTag": "us-gaap_NetIncomeLossAvailableToCommonStockholdersDiluted", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Dilutive Securities, Effect On Basic Earnings Per Share, Dilutive Gain On Earnout Shares Issued", "label": "Dilutive Securities, Effect On Basic Earnings Per Share, Dilutive Gain On Earnout Shares Issued", "negatedTerseLabel": "Gain attributable to earnout shares issued" } } }, "localname": "DilutiveSecuritiesEffectOnBasicEarningsPerShareDilutiveGainOnEarnoutSharesIssued", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/BasicandDilutedNetLossperShareComputationofBasicandDilutedLossperShareDetails", "http://chargepoint.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "monetaryItemType" }, "chpt_EarnoutLiabilityViriCityMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Earnout Liability, ViriCity", "label": "Earnout Liability, ViriCity [Member]", "terseLabel": "ViriCiti Earnout liability" } } }, "localname": "EarnoutLiabilityViriCityMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsNarrativeDetails", "http://chargepoint.com/role/FairValueMeasurementsScheduleofChangesintheFairValueofLevel3FinancialInstrumentsDetails" ], "xbrltype": "domainItemType" }, "chpt_EarnoutSharesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Earnout Shares", "label": "Earnout Shares [Member]", "terseLabel": "Earnout Shares" } } }, "localname": "EarnoutSharesMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutFairValueInputsofWarrantsandContingentEarnoutLiabilityDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "domainItemType" }, "chpt_EarnoutTriggeringEventMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Earnout Triggering Event", "label": "Earnout Triggering Event [Member]", "terseLabel": "Earnout Triggering Event" } } }, "localname": "EarnoutTriggeringEventMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "domainItemType" }, "chpt_EarnoutTriggeringSharePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Earnout Triggering Share Price", "label": "Earnout Triggering Share Price", "terseLabel": "Share price triggering Earnout" } } }, "localname": "EarnoutTriggeringSharePrice", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "perShareItemType" }, "chpt_EffectiveIncomeTaxRateReconciliationPermanentDifferencesPercent": { "auth_ref": [], "calculation": { "http://chargepoint.com/role/IncomeTaxesReconciliationofEffectiveIncomeTaxRateDetails": { "order": 3.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Effective Income Tax Rate Reconciliation, Permanent Differences, Percent", "label": "Effective Income Tax Rate Reconciliation, Permanent Differences, Percent", "terseLabel": "Permanent differences" } } }, "localname": "EffectiveIncomeTaxRateReconciliationPermanentDifferencesPercent", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/IncomeTaxesReconciliationofEffectiveIncomeTaxRateDetails" ], "xbrltype": "percentItemType" }, "chpt_EffectiveIncomeTaxRateReconciliationSection162mExecutiveCompensationLimitationPercent": { "auth_ref": [], "calculation": { "http://chargepoint.com/role/IncomeTaxesReconciliationofEffectiveIncomeTaxRateDetails": { "order": 6.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Effective Income Tax Rate Reconciliation, Section 162(m) Executive Compensation Limitation, Percent", "label": "Effective Income Tax Rate Reconciliation, Section 162(m) Executive Compensation Limitation, Percent", "terseLabel": "Section 162(m) executive compensation limitation" } } }, "localname": "EffectiveIncomeTaxRateReconciliationSection162mExecutiveCompensationLimitationPercent", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/IncomeTaxesReconciliationofEffectiveIncomeTaxRateDetails" ], "xbrltype": "percentItemType" }, "chpt_EffectiveIncomeTaxRateReconciliationTransactionCostPercent": { "auth_ref": [], "calculation": { "http://chargepoint.com/role/IncomeTaxesReconciliationofEffectiveIncomeTaxRateDetails": { "order": 7.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Effective Income Tax Rate Reconciliation, Transaction Cost, Percent", "label": "Effective Income Tax Rate Reconciliation, Transaction Cost, Percent", "terseLabel": "Transaction cost" } } }, "localname": "EffectiveIncomeTaxRateReconciliationTransactionCostPercent", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/IncomeTaxesReconciliationofEffectiveIncomeTaxRateDetails" ], "xbrltype": "percentItemType" }, "chpt_EffectiveIncomeTaxRateReconciliationWarrantAndEarnoutRevaluationPercent": { "auth_ref": [], "calculation": { "http://chargepoint.com/role/IncomeTaxesReconciliationofEffectiveIncomeTaxRateDetails": { "order": 2.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Effective Income Tax Rate Reconciliation, Warrant And Earnout Revaluation, Percent", "label": "Effective Income Tax Rate Reconciliation, Warrant And Earnout Revaluation, Percent", "terseLabel": "Warrant and earnout revaluation" } } }, "localname": "EffectiveIncomeTaxRateReconciliationWarrantAndEarnoutRevaluationPercent", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/IncomeTaxesReconciliationofEffectiveIncomeTaxRateDetails" ], "xbrltype": "percentItemType" }, "chpt_EquityIncentivePlan2021Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Equity Incentive Plan 2021", "label": "Equity Incentive Plan 2021 [Member]", "terseLabel": "2021 Equity Incentive Plan" } } }, "localname": "EquityIncentivePlan2021Member", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationNarrativeDetails" ], "xbrltype": "domainItemType" }, "chpt_EventAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Event", "label": "Event [Axis]", "terseLabel": "Event [Axis]" } } }, "localname": "EventAxis", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "stringItemType" }, "chpt_EventDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Event [Domain]", "label": "Event [Domain]", "terseLabel": "Event [Domain]" } } }, "localname": "EventDomain", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "domainItemType" }, "chpt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityReclassificationsDueToExercise": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Reclassifications Due To Exercise", "label": "Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Reclassifications Due To Exercise", "terseLabel": "Reclassification of warrants to stockholders\u2019 equity (deficit) due to exercise" } } }, "localname": "FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityReclassificationsDueToExercise", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsScheduleofChangesintheFairValueofLevel3FinancialInstrumentsDetails" ], "xbrltype": "monetaryItemType" }, "chpt_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityReclassificationsDueToReverseCapitalization": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Reclassifications Due To Reverse Capitalization", "label": "Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Reclassifications Due To Reverse Capitalization", "terseLabel": "Reclassification of Legacy ChargePoint preferred stock warrant liability upon the reverse capitalization" } } }, "localname": "FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityReclassificationsDueToReverseCapitalization", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsScheduleofChangesintheFairValueofLevel3FinancialInstrumentsDetails" ], "xbrltype": "monetaryItemType" }, "chpt_HTBMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "HTB", "label": "HTB [Member]", "terseLabel": "HTB" } } }, "localname": "HTBMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryAssetsandLiabilitiesAcquiredDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryPurchasePriceConsiderationDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsProFormaInformationDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsScheduleofGoodwillDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsScheduleofIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "chpt_HasToBeMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Has To Be", "label": "Has To Be [Member]", "terseLabel": "has\u2022to\u2022be" } } }, "localname": "HasToBeMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/SubsequentEventsDetails" ], "xbrltype": "domainItemType" }, "chpt_InitialMeasurementsOfFairValueOfWarrantLiability": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Initial Measurements of Fair Value of Warrant Liability", "label": "Initial Measurements of Fair Value of Warrant Liability", "terseLabel": "Initial measurements of fair value of warrant liability" } } }, "localname": "InitialMeasurementsOfFairValueOfWarrantLiability", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "chpt_IssuanceOfCommonStockUponExerciseOfWarrantsShares": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Issuance of Common Stock Upon Exercise of Warrants Shares", "label": "Issuance of Common Stock Upon Exercise of Warrants Shares", "terseLabel": "Issuance of common stock upon exercise of warrants" } } }, "localname": "IssuanceOfCommonStockUponExerciseOfWarrantsShares", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "sharesItemType" }, "chpt_LargestCustomerMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Largest Customer", "label": "Largest Customer [Member]", "terseLabel": "Largest Customer" } } }, "localname": "LargestCustomerMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesConcentrationofCreditRiskDetails" ], "xbrltype": "domainItemType" }, "chpt_LegacyChargePointSharesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Legacy ChargePoint Shares", "label": "Legacy ChargePoint Shares [Member]", "terseLabel": "Legacy ChargePoint Shares" } } }, "localname": "LegacyChargePointSharesMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutsWarrantActivityDetails" ], "xbrltype": "domainItemType" }, "chpt_LegacyChargepointMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Legacy Chargepoint", "label": "Legacy Chargepoint [Member]", "terseLabel": "Legacy Chargepoint" } } }, "localname": "LegacyChargepointMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutsWarrantActivityDetails" ], "xbrltype": "domainItemType" }, "chpt_LegacyCommonAndPreferredStockWarrantsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Legacy Common And Preferred Stock Warrants", "label": "Legacy Common And Preferred Stock Warrants [Member]", "terseLabel": "Legacy Warrants" } } }, "localname": "LegacyCommonAndPreferredStockWarrantsMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutsWarrantActivityDetails" ], "xbrltype": "domainItemType" }, "chpt_Loan2018Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Loan, 2018", "label": "Loan, 2018 [Member]", "terseLabel": "2018 Loan" } } }, "localname": "Loan2018Member", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/DebtDetails" ], "xbrltype": "domainItemType" }, "chpt_NetIncomeLossAvailableToCommonStockholdersBasicAndDilutedAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Net Income (Loss) Available To Common Stockholders, Basic And Diluted", "label": "Net Income (Loss) Available To Common Stockholders, Basic And Diluted [Abstract]", "terseLabel": "Numerator:" } } }, "localname": "NetIncomeLossAvailableToCommonStockholdersBasicAndDilutedAbstract", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/BasicandDilutedNetLossperShareComputationofBasicandDilutedLossperShareDetails" ], "xbrltype": "stringItemType" }, "chpt_NumberOfConsecutiveDaysDeterminingEarnoutTriggeringEvent": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number Of Consecutive Days Determining Earnout Triggering Event", "label": "Number Of Consecutive Days Determining Earnout Triggering Event", "terseLabel": "Number of consecutive days determining Earnout Triggering Event" } } }, "localname": "NumberOfConsecutiveDaysDeterminingEarnoutTriggeringEvent", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "durationItemType" }, "chpt_NumberOfDaysDeterminingEarnoutTriggeringEvent": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number Of Days Determining Earnout Triggering Event", "label": "Number Of Days Determining Earnout Triggering Event", "terseLabel": "Number of days determining Earnout Triggering Event" } } }, "localname": "NumberOfDaysDeterminingEarnoutTriggeringEvent", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "durationItemType" }, "chpt_NumberOfWarrantsCalledForRedemption": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of Warrants Called For Redemption", "label": "Number of Warrants Called For Redemption", "terseLabel": "Number of warrants called for redemption" } } }, "localname": "NumberOfWarrantsCalledForRedemption", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "sharesItemType" }, "chpt_OwnedAndOperatedSystemsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Owned And Operated Systems", "label": "Owned And Operated Systems [Member]", "terseLabel": "Owned and operated systems" } } }, "localname": "OwnedAndOperatedSystemsMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/BalanceSheetComponentsPropertyandEquipmentNetDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesScheduleofPropertyandEquipmentDetails" ], "xbrltype": "domainItemType" }, "chpt_PaymentsOfReverseRecapitalizationTransactionCosts": { "auth_ref": [], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofOperations": { "order": 2.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Payments Of Reverse Recapitalization Transaction Costs", "label": "Payments Of Reverse Recapitalization Transaction Costs", "terseLabel": "Transaction costs expensed" } } }, "localname": "PaymentsOfReverseRecapitalizationTransactionCosts", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofOperations", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "chpt_PaymentsOfReverseRecapitalizationTransactionCostsReductionInAPIC": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Payments Of Reverse Recapitalization Transaction Costs, Reduction In APIC", "label": "Payments Of Reverse Recapitalization Transaction Costs, Reduction In APIC", "terseLabel": "Reduction to APIC" } } }, "localname": "PaymentsOfReverseRecapitalizationTransactionCostsReductionInAPIC", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "chpt_PaymentsTaxWithholdingReverseRecapitalizationEarnoutShares": { "auth_ref": [], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Payments, Tax Withholding, Reverse Recapitalization Earnout Shares", "label": "Payments, Tax Withholding, Reverse Recapitalization Earnout Shares", "negatedTerseLabel": "Payment of tax withholding obligations on settlement of earnout shares" } } }, "localname": "PaymentsTaxWithholdingReverseRecapitalizationEarnoutShares", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "chpt_PrivatePlacementWarrantsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Private Placement Warrants", "label": "Private Placement Warrants [Member]", "terseLabel": "Private Placement Warrants" } } }, "localname": "PrivatePlacementWarrantsMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsAssetsandLiabilitiesDetails", "http://chargepoint.com/role/FairValueMeasurementsScheduleofChangesintheFairValueofLevel3FinancialInstrumentsDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutFairValueInputsofWarrantsandContingentEarnoutLiabilityDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutsWarrantActivityDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesCommonStockWarrantLiabilityDetails" ], "xbrltype": "domainItemType" }, "chpt_PrivateWarrantsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Private Warrants", "label": "Private Warrants [Member]", "terseLabel": "Private Warrants" } } }, "localname": "PrivateWarrantsMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesCommonStockWarrantLiabilityDetails" ], "xbrltype": "domainItemType" }, "chpt_ProceedsForPaymentsOfDriverFundsAndAmountsDueToCustomers": { "auth_ref": [], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Proceeds For (Payments Of) Driver Funds And Amounts Due to Customers", "label": "Proceeds For (Payments Of) Driver Funds And Amounts Due to Customers", "terseLabel": "Change in driver funds and amounts due to customers" } } }, "localname": "ProceedsForPaymentsOfDriverFundsAndAmountsDueToCustomers", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "chpt_ProceedsFromIssuanceOfTemporaryEquity": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Proceeds From Issuance Of Temporary Equity", "label": "Proceeds From Issuance Of Temporary Equity", "terseLabel": "Proceeds from issuance of temporary equity" } } }, "localname": "ProceedsFromIssuanceOfTemporaryEquity", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/RedeemableConvertiblePreferredStockNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "chpt_ProceedsFromReverseRecapitalizationTransaction": { "auth_ref": [], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows": { "order": 9.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Proceeds From Reverse Recapitalization Transaction", "label": "Proceeds From Reverse Recapitalization Transaction", "terseLabel": "Proceeds from merger", "verboseLabel": "Merger and PIPE financing" } } }, "localname": "ProceedsFromReverseRecapitalizationTransaction", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows", "http://chargepoint.com/role/DescriptionofBusinessandBasisofPresentationDetails" ], "xbrltype": "monetaryItemType" }, "chpt_ProductWarrantyExtendedTerm": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Product Warranty, Extended, Term", "label": "Product Warranty, Extended, Term", "terseLabel": "Subscription terms (in years)" } } }, "localname": "ProductWarrantyExtendedTerm", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesWarrantyDetails" ], "xbrltype": "durationItemType" }, "chpt_PublicWarrantsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Public Warrants", "label": "Public Warrants [Member]", "terseLabel": "Public Warrants" } } }, "localname": "PublicWarrantsMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutsWarrantActivityDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesCommonStockWarrantLiabilityDetails" ], "xbrltype": "domainItemType" }, "chpt_RecapitalizationExchangeRatio": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Recapitalization Exchange Ratio", "label": "Recapitalization Exchange Ratio", "terseLabel": "Recapitalization exchange ratio" } } }, "localname": "RecapitalizationExchangeRatio", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/BasicandDilutedNetLossperShareNarrativeDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsCommonStockDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutScheduleofWarrantsOutstandingDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutsWarrantActivityDetails" ], "xbrltype": "pureItemType" }, "chpt_RecapitalizationPricePerShare": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Recapitalization, Price Per Share", "label": "Recapitalization, Price Per Share", "terseLabel": "Recapitalization common stock value (in USD per share)" } } }, "localname": "RecapitalizationPricePerShare", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "perShareItemType" }, "chpt_ReclassificationOfRemainingContingentEarnoutLiabilityUponTriggeringEvent": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Reclassification Of Remaining Contingent Earnout Liability Upon Triggering Event", "label": "Reclassification Of Remaining Contingent Earnout Liability Upon Triggering Event", "terseLabel": "Reclassification of remaining contingent earnout liability upon triggering event" } } }, "localname": "ReclassificationOfRemainingContingentEarnoutLiabilityUponTriggeringEvent", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "chpt_RedeemableConvertiblePreferredStockWarrantMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Redeemable Convertible Preferred Stock Warrant", "label": "Redeemable Convertible Preferred Stock Warrant [Member]", "terseLabel": "Redeemable convertible preferred stock warrant" } } }, "localname": "RedeemableConvertiblePreferredStockWarrantMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/BasicandDilutedNetLossperShareAntidilutiveSecuritiesDetails", "http://chargepoint.com/role/CommonStockReservedforFutureIssuanceDetails", "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows", "http://chargepoint.com/role/ConsolidatedStatementsofOperations", "http://chargepoint.com/role/FairValueMeasurementsAssetsandLiabilitiesDetails", "http://chargepoint.com/role/FairValueMeasurementsScheduleofChangesintheFairValueofLevel3FinancialInstrumentsDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutFairValueInputsofWarrantsandContingentEarnoutLiabilityDetails" ], "xbrltype": "domainItemType" }, "chpt_RedeemableConvertiblePreferredStockWarrantsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Redeemable Convertible Preferred Stock Warrants", "label": "Redeemable Convertible Preferred Stock Warrants [Member]", "terseLabel": "Redeemable Convertible Preferred Stock Warrants" } } }, "localname": "RedeemableConvertiblePreferredStockWarrantsMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "domainItemType" }, "chpt_RevenueFromContractWithCustomerContractTerms": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Revenue From Contract With Customer, Contract Terms", "label": "Revenue From Contract With Customer, Contract Terms", "terseLabel": "Contract terms" } } }, "localname": "RevenueFromContractWithCustomerContractTerms", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesRemainingPerformanceObligationsDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesRevenueDetails" ], "xbrltype": "durationItemType" }, "chpt_RevenueFromContractWithCustomerSubscriptionPeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Revenue From Contract With Customer, Subscription Period", "label": "Revenue From Contract With Customer, Subscription Period", "terseLabel": "Subscription term" } } }, "localname": "RevenueFromContractWithCustomerSubscriptionPeriod", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesRevenueDetails" ], "xbrltype": "durationItemType" }, "chpt_ReverseRecapitalizationAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Reverse Recapitalization", "label": "Reverse Recapitalization [Abstract]" } } }, "localname": "ReverseRecapitalizationAbstract", "nsuri": "http://chargepoint.com/20220131", "xbrltype": "stringItemType" }, "chpt_ReverseRecapitalizationAndBusinessCombinationsDisclosureTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Reverse Recapitalization And Business Combinations Disclosure", "label": "Reverse Recapitalization And Business Combinations Disclosure [Text Block]", "terseLabel": "Reverse Recapitalization & Business Combinations" } } }, "localname": "ReverseRecapitalizationAndBusinessCombinationsDisclosureTextBlock", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinations" ], "xbrltype": "textBlockItemType" }, "chpt_ReverseRecapitalizationContingentEarnoutLiabilityPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Reverse Recapitalization, Contingent Earnout Liability Policy", "label": "Reverse Recapitalization, Contingent Earnout Liability Policy [Policy Text Block]", "terseLabel": "Contingent Earnout Liability" } } }, "localname": "ReverseRecapitalizationContingentEarnoutLiabilityPolicyPolicyTextBlock", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "chpt_ReverseRecapitalizationContingentEarnoutLiabilityRecognized": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Reverse Recapitalization, Contingent Earnout Liability Recognized", "label": "Reverse Recapitalization, Contingent Earnout Liability Recognized", "terseLabel": "Contingent earnout liability recognized upon the closing of the reverse recapitalization" } } }, "localname": "ReverseRecapitalizationContingentEarnoutLiabilityRecognized", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "chpt_ReverseRecapitalizationConversionOfRedeemableConvertiblePreferredStockIntoCommonStock": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Reverse Recapitalization, Conversion Of Redeemable Convertible Preferred Stock Into Common Stock", "label": "Reverse Recapitalization, Conversion Of Redeemable Convertible Preferred Stock Into Common Stock", "terseLabel": "Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization" } } }, "localname": "ReverseRecapitalizationConversionOfRedeemableConvertiblePreferredStockIntoCommonStock", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "chpt_ReverseRecapitalizationNet": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Reverse Recapitalization, Net", "label": "Reverse Recapitalization, Net", "terseLabel": "Net cash contributions from merger" } } }, "localname": "ReverseRecapitalizationNet", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "chpt_ReverseRecapitalizationOfferingCosts": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Reverse Recapitalization, Offering Costs", "label": "Reverse Recapitalization, Offering Costs", "terseLabel": "Transaction costs expensed" } } }, "localname": "ReverseRecapitalizationOfferingCosts", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "chpt_ReverseRecapitalizationReclassificationOfRedeemableConvertiblePreferredStockWarrantLiability": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Reverse Recapitalization, Reclassification Of Redeemable Convertible Preferred Stock Warrant Liability", "label": "Reverse Recapitalization, Reclassification Of Redeemable Convertible Preferred Stock Warrant Liability", "terseLabel": "Reclassification of Legacy ChargePoint redeemable convertible preferred stock warrant liability upon the reverse capitalization" } } }, "localname": "ReverseRecapitalizationReclassificationOfRedeemableConvertiblePreferredStockWarrantLiability", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "chpt_ReverseRecapitalizationStockSurrenderedAndRetiredDuringPeriodShares": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Reverse Recapitalization, Stock Surrendered And Retired During Period, Shares", "label": "Reverse Recapitalization, Stock Surrendered And Retired During Period, Shares", "negatedTerseLabel": "Less surrender of Switchback Founder Shares", "terseLabel": "Founder shares surrendered (in shares)" } } }, "localname": "ReverseRecapitalizationStockSurrenderedAndRetiredDuringPeriodShares", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsCommonStockDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "sharesItemType" }, "chpt_RightOfUseAssetObtainedInExchangeForOperatingAndFinanceLeaseLiability": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Right-of-Use Asset Obtained In Exchange For Operating And Finance Lease Liability", "label": "Right-of-Use Asset Obtained In Exchange For Operating And Finance Lease Liability", "terseLabel": "Right-of-use assets obtained in exchange for lease liabilities" } } }, "localname": "RightOfUseAssetObtainedInExchangeForOperatingAndFinanceLeaseLiability", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "chpt_RightOfUseAssetRemeasurement": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Right-of-Use Asset Remeasurement", "label": "Right-of-Use Asset Remeasurement", "terseLabel": "Right-of-use asset remeasurement subsequent to lease extension" } } }, "localname": "RightOfUseAssetRemeasurement", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "chpt_ScheduleOfReverseRecapitalizationLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Schedule Of Reverse Recapitalization [Line Items]", "label": "Schedule Of Reverse Recapitalization [Line Items]", "terseLabel": "Schedule Of Reverse Recapitalization [Line Items]" } } }, "localname": "ScheduleOfReverseRecapitalizationLineItems", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsCommonStockDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "stringItemType" }, "chpt_ScheduleOfReverseRecapitalizationTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Schedule Of Reverse Recapitalization [Table]", "label": "Schedule Of Reverse Recapitalization [Table]", "terseLabel": "Schedule Of Reverse Recapitalization [Table]" } } }, "localname": "ScheduleOfReverseRecapitalizationTable", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsCommonStockDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "stringItemType" }, "chpt_ScheduleOfReverseRecapitalizationTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Schedule Of Reverse Recapitalization", "label": "Schedule Of Reverse Recapitalization [Table Text Block]", "terseLabel": "Schedule of Reverse Recapitalization" } } }, "localname": "ScheduleOfReverseRecapitalizationTableTextBlock", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsTables" ], "xbrltype": "textBlockItemType" }, "chpt_SeriesARedeemableConvertiblePreferredStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Series A Redeemable Convertible Preferred Stock", "label": "Series A Redeemable Convertible Preferred Stock [Member]", "terseLabel": "Series A" } } }, "localname": "SeriesARedeemableConvertiblePreferredStockMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/RedeemableConvertiblePreferredStockNarrativeDetails", "http://chargepoint.com/role/RedeemableConvertiblePreferredStockScheduleofRedeemableConvertiblePreferredStockDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "domainItemType" }, "chpt_SeriesBConvertibleRedeemablePreferredStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Series B Convertible Redeemable Preferred Stock", "label": "Series B Convertible Redeemable Preferred Stock [Member]", "terseLabel": "Series B" } } }, "localname": "SeriesBConvertibleRedeemablePreferredStockMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/RedeemableConvertiblePreferredStockNarrativeDetails", "http://chargepoint.com/role/RedeemableConvertiblePreferredStockScheduleofRedeemableConvertiblePreferredStockDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "domainItemType" }, "chpt_SeriesBDEPreferredStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Series B D E Preferred Stock", "label": "Series B D E Preferred Stock [Member]", "terseLabel": "Series B D E Preferred Stock" } } }, "localname": "SeriesBDEPreferredStockMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "domainItemType" }, "chpt_SeriesCRedeemableConvertiblePreferredStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Series C Redeemable Convertible Preferred Stock", "label": "Series C Redeemable Convertible Preferred Stock [Member]", "terseLabel": "Series C" } } }, "localname": "SeriesCRedeemableConvertiblePreferredStockMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/RedeemableConvertiblePreferredStockNarrativeDetails", "http://chargepoint.com/role/RedeemableConvertiblePreferredStockScheduleofRedeemableConvertiblePreferredStockDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "domainItemType" }, "chpt_SeriesDRedeemableConvertiblePreferredStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Series D Redeemable Convertible Preferred Stock", "label": "Series D Redeemable Convertible Preferred Stock [Member]", "terseLabel": "Series D" } } }, "localname": "SeriesDRedeemableConvertiblePreferredStockMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/RedeemableConvertiblePreferredStockNarrativeDetails", "http://chargepoint.com/role/RedeemableConvertiblePreferredStockScheduleofRedeemableConvertiblePreferredStockDetails" ], "xbrltype": "domainItemType" }, "chpt_SeriesERedeemableConvertiblePreferredStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Series E Redeemable Convertible Preferred Stock", "label": "Series E Redeemable Convertible Preferred Stock [Member]", "terseLabel": "Series E" } } }, "localname": "SeriesERedeemableConvertiblePreferredStockMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/RedeemableConvertiblePreferredStockNarrativeDetails", "http://chargepoint.com/role/RedeemableConvertiblePreferredStockScheduleofRedeemableConvertiblePreferredStockDetails" ], "xbrltype": "domainItemType" }, "chpt_SeriesFRedeemableConvertiblePreferredStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Series F Redeemable Convertible Preferred Stock", "label": "Series F Redeemable Convertible Preferred Stock [Member]", "terseLabel": "Series F" } } }, "localname": "SeriesFRedeemableConvertiblePreferredStockMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/RedeemableConvertiblePreferredStockNarrativeDetails", "http://chargepoint.com/role/RedeemableConvertiblePreferredStockScheduleofRedeemableConvertiblePreferredStockDetails" ], "xbrltype": "domainItemType" }, "chpt_SeriesGRedeemableConvertiblePreferredStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Series G Redeemable Convertible Preferred Stock", "label": "Series G Redeemable Convertible Preferred Stock [Member]", "terseLabel": "Series G" } } }, "localname": "SeriesGRedeemableConvertiblePreferredStockMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/RedeemableConvertiblePreferredStockNarrativeDetails", "http://chargepoint.com/role/RedeemableConvertiblePreferredStockScheduleofRedeemableConvertiblePreferredStockDetails" ], "xbrltype": "domainItemType" }, "chpt_SeriesH1RedeemableConvertiblePreferredStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Series H-1 Redeemable Convertible Preferred Stock", "label": "Series H-1 Redeemable Convertible Preferred Stock [Member]", "terseLabel": "Series H-1 (for liquidation preference including unpaid accumulated dividends)" } } }, "localname": "SeriesH1RedeemableConvertiblePreferredStockMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/DescriptionofBusinessandBasisofPresentationDetails", "http://chargepoint.com/role/RedeemableConvertiblePreferredStockNarrativeDetails", "http://chargepoint.com/role/RedeemableConvertiblePreferredStockScheduleofRedeemableConvertiblePreferredStockDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "domainItemType" }, "chpt_SeriesHRedeemableConvertiblePreferredStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Series H Redeemable Convertible Preferred Stock", "label": "Series H Redeemable Convertible Preferred Stock [Member]", "terseLabel": "Series H" } } }, "localname": "SeriesHRedeemableConvertiblePreferredStockMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficitParenthetical", "http://chargepoint.com/role/RedeemableConvertiblePreferredStockNarrativeDetails", "http://chargepoint.com/role/RedeemableConvertiblePreferredStockScheduleofRedeemableConvertiblePreferredStockDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "domainItemType" }, "chpt_SeriesHSeriesGSeriesFSeriesEAndSeriesDRedeemableConvertiblePreferredStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Series H, Series G, Series F, Series E, And Series D Redeemable Convertible Preferred Stock", "label": "Series H, Series G, Series F, Series E, And Series D Redeemable Convertible Preferred Stock [Member]", "terseLabel": "Series H, Series G, Series F, Series E, And Series D Redeemable Convertible Preferred Stock" } } }, "localname": "SeriesHSeriesGSeriesFSeriesEAndSeriesDRedeemableConvertiblePreferredStockMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "domainItemType" }, "chpt_ShareBasedCompensationArrangementByShareBasedPaymentAwardAnnualIncreaseAsAPercentageOfOutstandingStock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-Based Compensation Arrangement by Share-Based Payment Award, Annual Increase As A Percentage Of Outstanding Stock", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Annual Increase As A Percentage Of Outstanding Stock", "terseLabel": "Possible increase in percent of outstanding shares (as a percent)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardAnnualIncreaseAsAPercentageOfOutstandingStock", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationNarrativeDetails" ], "xbrltype": "percentItemType" }, "chpt_ShareBasedCompensationArrangementByShareBasedPaymentAwardAnnualIncreaseInNumberOfSharesAuthorized": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-Based Compensation Arrangement By Share-Based Payment Award, Annual Increase In Number Of Shares Authorized", "label": "Share-Based Compensation Arrangement By Share-Based Payment Award, Annual Increase In Number Of Shares Authorized", "terseLabel": "Number of additional shares allowable under the plan (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardAnnualIncreaseInNumberOfSharesAuthorized", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationNarrativeDetails" ], "xbrltype": "sharesItemType" }, "chpt_ShareBasedCompensationArrangementByShareBasedPaymentAwardConsecutiveOfferingPeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-Based Compensation Arrangement By Share-based Payment Award, Consecutive Offering Period", "label": "Share-Based Compensation Arrangement By Share-based Payment Award, Consecutive Offering Period", "terseLabel": "Offering period (in months)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardConsecutiveOfferingPeriod", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationNarrativeDetails" ], "xbrltype": "durationItemType" }, "chpt_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodFairValue": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants in Period, Fair Value", "label": "Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants in Period, Fair Value", "terseLabel": "Grant date fair value" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodFairValue", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "chpt_ShareBasedCompensationArrangementByShareBasedPaymentAwardPurchasePeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-Based Compensation Arrangement By Share-based Payment Award, Purchase Period", "label": "Share-Based Compensation Arrangement By Share-based Payment Award, Purchase Period", "terseLabel": "Purchase period (in months)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardPurchasePeriod", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationNarrativeDetails" ], "xbrltype": "durationItemType" }, "chpt_ShareBasedPaymentArrangementOptionsUnvestedEarlyExercisedMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-Based Payment Arrangement, Options, Unvested, Early Exercised", "label": "Share-Based Payment Arrangement, Options, Unvested, Early Exercised [Member]", "terseLabel": "Unvested early exercised common stock options" } } }, "localname": "ShareBasedPaymentArrangementOptionsUnvestedEarlyExercisedMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/BasicandDilutedNetLossperShareAntidilutiveSecuritiesDetails" ], "xbrltype": "domainItemType" }, "chpt_SharePriceGreaterOrEqualFifteenUsdMemberMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share Price Greater Or Equal Fifteen Usd Member", "label": "Share Price Greater Or Equal Fifteen Usd Member [Member]", "terseLabel": "Share Price Greater Or Equal 15 USD" } } }, "localname": "SharePriceGreaterOrEqualFifteenUsdMemberMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "domainItemType" }, "chpt_SharePriceGreaterOrEqualThirtyUsdMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share Price Greater Or Equal Thirty Usd", "label": "Share Price Greater Or Equal Thirty Usd [Member]", "terseLabel": "Share Price Greater Or Equal 30 USD" } } }, "localname": "SharePriceGreaterOrEqualThirtyUsdMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "domainItemType" }, "chpt_SharePriceGreaterOrEqualTwentyUsdMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share Price Greater Or Equal Twenty Usd", "label": "Share Price Greater Or Equal Twenty Usd [Member]", "terseLabel": "Share Price Greater Or Equal 20 USD" } } }, "localname": "SharePriceGreaterOrEqualTwentyUsdMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "domainItemType" }, "chpt_SharePriceRangeAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share Price Range", "label": "Share Price Range [Axis]", "terseLabel": "Share Price Range [Axis]" } } }, "localname": "SharePriceRangeAxis", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "stringItemType" }, "chpt_SharePriceRangeDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share Price Range [Domain]", "label": "Share Price Range [Domain]", "terseLabel": "Share Price Range [Domain]" } } }, "localname": "SharePriceRangeDomain", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "domainItemType" }, "chpt_SharePriceTriggeringEarnout": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share Price Triggering Earnout", "label": "Share Price Triggering Earnout", "terseLabel": "Triggering Share price" } } }, "localname": "SharePriceTriggeringEarnout", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "perShareItemType" }, "chpt_StockConvertedReverseRecapitalization": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Stock Converted, Reverse Recapitalization", "label": "Stock Converted, Reverse Recapitalization", "terseLabel": "Legacy Chargepoint shares (in shares)" } } }, "localname": "StockConvertedReverseRecapitalization", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsCommonStockDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "sharesItemType" }, "chpt_StockIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesIncludingPaidInKindDividend": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Stock Issued During Period, Shares, Conversion of Convertible Securities, Including Paid-In Kind Dividend", "label": "Stock Issued During Period, Shares, Conversion of Convertible Securities, Including Paid-In Kind Dividend", "terseLabel": "Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization, including impact of Series H-1 paid in kind dividend (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesIncludingPaidInKindDividend", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "sharesItemType" }, "chpt_StockIssuedDuringPeriodSharesEarlyStockOptionsExercised": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Stock Issued During Period, Shares, Early Stock Options Exercised", "label": "Stock Issued During Period, Shares, Early Stock Options Exercised", "terseLabel": "Issuance of common stock related to early exercise of stock options (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesEarlyStockOptionsExercised", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "sharesItemType" }, "chpt_StockIssuedDuringPeriodSharesEarnoutShares": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Stock Issued During Period, Shares, Earnout Shares", "label": "Stock Issued During Period, Shares, Earnout Shares", "terseLabel": "Issuance of earnout shares upon triggering events, net of tax withholding (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesEarnoutShares", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "sharesItemType" }, "chpt_StockIssuedDuringPeriodSharesReverseRecapitalization": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Stock Issued During Period, Shares, Reverse Recapitalization", "label": "Stock Issued During Period, Shares, Reverse Recapitalization", "terseLabel": "Merger and PIPE financing shares (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesReverseRecapitalization", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/CommonStockNarrativeDetails", "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsCommonStockDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "sharesItemType" }, "chpt_StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesIncludingPaidInKindDividend": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Stock Issued During Period, Value, Conversion of Convertible Securities, Including Paid-In Kind Dividend", "label": "Stock Issued During Period, Value, Conversion of Convertible Securities, Including Paid-In Kind Dividend", "terseLabel": "Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization, including impact of Series H-1 paid in kind dividend" } } }, "localname": "StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesIncludingPaidInKindDividend", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "chpt_StockIssuedDuringPeriodValueEarnoutShares": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Stock Issued During Period, Value, Earnout Shares", "label": "Stock Issued During Period, Value, Earnout Shares", "terseLabel": "Issuance of earnout shares upon triggering events, net of tax withholding" } } }, "localname": "StockIssuedDuringPeriodValueEarnoutShares", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "chpt_StockIssuedDuringPeriodValueReverseRecapitalization": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Stock Issued During Period, Value, Reverse Recapitalization", "label": "Stock Issued During Period, Value, Reverse Recapitalization", "terseLabel": "Purchase price of merger and PIPE financing shares" } } }, "localname": "StockIssuedDuringPeriodValueReverseRecapitalization", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/CommonStockNarrativeDetails", "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "chpt_StockOptionPlan2017Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Stock Option Plan 2017", "label": "Stock Option Plan 2017 [Member]", "terseLabel": "Stock Option Plan 2017" } } }, "localname": "StockOptionPlan2017Member", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/CommonStockReservedforFutureIssuanceDetails" ], "xbrltype": "domainItemType" }, "chpt_StockOptionPlan2021Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Stock Option Plan 2021", "label": "Stock Option Plan 2021 [Member]", "terseLabel": "2021 Stock Option Plan" } } }, "localname": "StockOptionPlan2021Member", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/CommonStockReservedforFutureIssuanceDetails", "http://chargepoint.com/role/EquityPlansandStockbasedCompensationNarrativeDetails" ], "xbrltype": "domainItemType" }, "chpt_StockPlan2007Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Stock Plan 2007", "label": "Stock Plan 2007 [Member]", "terseLabel": "2007 Stock Plan" } } }, "localname": "StockPlan2007Member", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationNarrativeDetails" ], "xbrltype": "domainItemType" }, "chpt_StockPlan2017Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Stock Plan 2017", "label": "Stock Plan 2017 [Member]", "terseLabel": "2017 Stock Plan" } } }, "localname": "StockPlan2017Member", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationNarrativeDetails" ], "xbrltype": "domainItemType" }, "chpt_StockholdersEquityExchangeRatio": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Stockholders Equity Exchange Ratio", "label": "Stockholders Equity Exchange Ratio", "terseLabel": "Stockholders equity exchange ratio" } } }, "localname": "StockholdersEquityExchangeRatio", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutsWarrantActivityDetails" ], "xbrltype": "pureItemType" }, "chpt_SwitchbackMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Switchback", "label": "Switchback [Member]", "terseLabel": "Switchback" } } }, "localname": "SwitchbackMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsCommonStockDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesCommonStockWarrantLiabilityDetails" ], "xbrltype": "domainItemType" }, "chpt_TemporaryEquityAccretionOfBeneficialConversionFeature": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Temporary Equity, Accretion Of Beneficial Conversion Feature", "label": "Temporary Equity, Accretion Of Beneficial Conversion Feature", "terseLabel": "Accretion of beneficial conversion feature in connection with Series H-1 redeemable preferred stock" } } }, "localname": "TemporaryEquityAccretionOfBeneficialConversionFeature", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "chpt_TemporaryEquityAccruedDividends": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Temporary Equity, Accrued Dividends", "label": "Temporary Equity, Accrued Dividends", "terseLabel": "Temporary equity, accrued dividends" } } }, "localname": "TemporaryEquityAccruedDividends", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "chpt_TemporaryEquityBeneficialConversionFeature": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Temporary Equity, Beneficial Conversion Feature", "label": "Temporary Equity, Beneficial Conversion Feature", "negatedTerseLabel": "Beneficial conversion feature in connection with Series H-1 redeemable preferred stock" } } }, "localname": "TemporaryEquityBeneficialConversionFeature", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "chpt_TemporaryEquityConversionPricePerShareDenominator": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Temporary Equity, Conversion Price Per Share, Denominator", "label": "Temporary Equity, Conversion Price Per Share, Denominator", "terseLabel": "Conversion price denominator (in USD per share)" } } }, "localname": "TemporaryEquityConversionPricePerShareDenominator", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/RedeemableConvertiblePreferredStockNarrativeDetails" ], "xbrltype": "perShareItemType" }, "chpt_TemporaryEquityConversionPricePerShareNumerator": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Temporary Equity, Conversion Price Per Share, Numerator", "label": "Temporary Equity, Conversion Price Per Share, Numerator", "terseLabel": "Conversion price numerator (in USD per share)" } } }, "localname": "TemporaryEquityConversionPricePerShareNumerator", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/RedeemableConvertiblePreferredStockNarrativeDetails" ], "xbrltype": "perShareItemType" }, "chpt_TemporaryEquityConvertedReverseRecapitalization": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Temporary Equity Converted, Reverse Recapitalization", "label": "Temporary Equity Converted, Reverse Recapitalization", "terseLabel": "Shares converted (in shares)" } } }, "localname": "TemporaryEquityConvertedReverseRecapitalization", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "sharesItemType" }, "chpt_TemporaryEquityDividendPerShare": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Temporary Equity, Dividend Per Share", "label": "Temporary Equity, Dividend Per Share", "terseLabel": "Dividend price (in USD per share)" } } }, "localname": "TemporaryEquityDividendPerShare", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/RedeemableConvertiblePreferredStockNarrativeDetails" ], "xbrltype": "perShareItemType" }, "chpt_TemporaryEquityIntrinsicValue": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Temporary Equity, Intrinsic Value", "label": "Temporary Equity, Intrinsic Value", "terseLabel": "Intrinsic value" } } }, "localname": "TemporaryEquityIntrinsicValue", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/RedeemableConvertiblePreferredStockNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "chpt_TemporaryEquityIssuanceCosts": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Temporary Equity, Issuance Costs", "label": "Temporary Equity, Issuance Costs", "terseLabel": "Issuance costs" } } }, "localname": "TemporaryEquityIssuanceCosts", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/DescriptionofBusinessandBasisofPresentationDetails", "http://chargepoint.com/role/RedeemableConvertiblePreferredStockNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "chpt_TemporaryEquityIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesIncludingPaidInKindDividend": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Temporary Equity Issued During Period, Shares, Conversion Of Convertible Securities, Including Paid-In Kind Dividend", "label": "Temporary Equity Issued During Period, Shares, Conversion Of Convertible Securities, Including Paid-In Kind Dividend", "negatedTerseLabel": "Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization, including impact of Series H-1 paid in kind dividend" } } }, "localname": "TemporaryEquityIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesIncludingPaidInKindDividend", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "sharesItemType" }, "chpt_TemporaryEquityIssuedDuringPeriodValueConversionOfConvertibleSecuritiesIncludingPaidInKindDividend": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Temporary Equity Issued During Period, Value, Conversion Of Convertible Securities, Including Paid-In Kind Dividend", "label": "Temporary Equity Issued During Period, Value, Conversion Of Convertible Securities, Including Paid-In Kind Dividend", "negatedTerseLabel": "Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization, including impact of Series H-1 paid in kind dividend" } } }, "localname": "TemporaryEquityIssuedDuringPeriodValueConversionOfConvertibleSecuritiesIncludingPaidInKindDividend", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "chpt_TemporaryEquityNumberOfDirectorsToAppoint": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Temporary Equity, Number Of Directors To Appoint", "label": "Temporary Equity, Number Of Directors To Appoint", "terseLabel": "Number of directors to appoint" } } }, "localname": "TemporaryEquityNumberOfDirectorsToAppoint", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/RedeemableConvertiblePreferredStockNarrativeDetails" ], "xbrltype": "integerItemType" }, "chpt_TemporaryEquityOfferingPrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Temporary Equity, Offering Price", "label": "Temporary Equity, Offering Price", "terseLabel": "Offering price (in USD per share)" } } }, "localname": "TemporaryEquityOfferingPrice", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/RedeemableConvertiblePreferredStockNarrativeDetails" ], "xbrltype": "perShareItemType" }, "chpt_TemporaryEquityPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Temporary Equity, Policy", "label": "Temporary Equity, Policy [Policy Text Block]", "terseLabel": "Redeemable Convertible Preferred Stock Warrants" } } }, "localname": "TemporaryEquityPolicyPolicyTextBlock", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "chpt_TemporaryEquityPreferenceAmountAllocation": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Temporary Equity, Preference Amount Allocation", "label": "Temporary Equity, Preference Amount Allocation", "terseLabel": "Preference amount allocation" } } }, "localname": "TemporaryEquityPreferenceAmountAllocation", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/RedeemableConvertiblePreferredStockNarrativeDetails" ], "xbrltype": "pureItemType" }, "chpt_TemporaryEquityStockIssuedDuringPeriodSharesNewIssues": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Temporary Equity, Stock Issued During Period, Shares, New Issues", "label": "Temporary Equity, Stock Issued During Period, Shares, New Issues", "terseLabel": "Issuance of temporary equity (in shares)", "verboseLabel": "Issuance of Series H redeemable convertible preferred stock, net of issuance costs of $8.4 million (in shares)" } } }, "localname": "TemporaryEquityStockIssuedDuringPeriodSharesNewIssues", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit", "http://chargepoint.com/role/RedeemableConvertiblePreferredStockNarrativeDetails" ], "xbrltype": "sharesItemType" }, "chpt_TemporaryEquityTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Temporary Equity", "label": "Temporary Equity [Text Block]", "terseLabel": "Redeemable Convertible Preferred Stock" } } }, "localname": "TemporaryEquityTextBlock", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/RedeemableConvertiblePreferredStock" ], "xbrltype": "textBlockItemType" }, "chpt_ToolingMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tooling", "label": "Tooling [Member]", "terseLabel": "Tooling" } } }, "localname": "ToolingMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/BalanceSheetComponentsPropertyandEquipmentNetDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesScheduleofPropertyandEquipmentDetails" ], "xbrltype": "domainItemType" }, "chpt_TransactionCostsExpensed": { "auth_ref": [], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Transaction Costs Expensed", "label": "Transaction Costs Expensed", "terseLabel": "Transaction costs expensed" } } }, "localname": "TransactionCostsExpensed", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "chpt_TriggeringEvent15And20VWAPPerShareThresholdsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Triggering Event, $15 And $20 VWAP Per Share Thresholds", "label": "Triggering Event, $15 And $20 VWAP Per Share Thresholds [Member]", "terseLabel": "Triggering Event, $15 And $20 VWAP Per Share Thresholds" } } }, "localname": "TriggeringEvent15And20VWAPPerShareThresholdsMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "domainItemType" }, "chpt_TriggeringEvent30VWAPPerShareThresholdMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Triggering Event, $30 VWAP Per Share Threshold", "label": "Triggering Event, $30 VWAP Per Share Threshold [Member]", "terseLabel": "Triggering Event, $30 VWAP Per Share Threshold" } } }, "localname": "TriggeringEvent30VWAPPerShareThresholdMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "domainItemType" }, "chpt_TriggeringSharePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Triggering Share Price", "label": "Triggering Share Price", "terseLabel": "Threshold triggering Share price" } } }, "localname": "TriggeringSharePrice", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "perShareItemType" }, "chpt_UnvestedRestrictedCommonStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Unvested Restricted Common Stock", "label": "Unvested Restricted Common Stock [Member]", "terseLabel": "Unvested restricted common stock" } } }, "localname": "UnvestedRestrictedCommonStockMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/BasicandDilutedNetLossperShareAntidilutiveSecuritiesDetails" ], "xbrltype": "domainItemType" }, "chpt_VestingOfEarlyExercisedStockOptions": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Vesting Of Early Exercised Stock Options", "label": "Vesting Of Early Exercised Stock Options", "terseLabel": "Vesting of early exercised stock options" } } }, "localname": "VestingOfEarlyExercisedStockOptions", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "chpt_ViriCitiMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "ViriCiti", "label": "ViriCiti [Member]", "terseLabel": "ViriCiti" } } }, "localname": "ViriCitiMember", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows", "http://chargepoint.com/role/FairValueMeasurementsScheduleofChangesintheFairValueofLevel3FinancialInstrumentsDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsFairValueInputsDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryAssetsandLiabilitiesAcquiredDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryPurchasePriceConsiderationDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsScheduleofGoodwillDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsScheduleofIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "chpt_WarrantLiabilityPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Warrant Liability Policy", "label": "Warrant Liability Policy [Policy Text Block]", "terseLabel": "Common Stock Warrant Liabilities" } } }, "localname": "WarrantLiabilityPolicyPolicyTextBlock", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "chpt_WarrantsAndRightsAndContingentEarnoutLiabilityDisclosureTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Warrants And Rights And Contingent Earnout Liability Disclosure", "label": "Warrants And Rights And Contingent Earnout Liability Disclosure [Text Block]", "terseLabel": "Stock Warrants and Earnout" } } }, "localname": "WarrantsAndRightsAndContingentEarnoutLiabilityDisclosureTextBlock", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnout" ], "xbrltype": "textBlockItemType" }, "chpt_WarrantsExercised": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Warrants Exercised", "label": "Warrants Exercised", "negatedTerseLabel": "Warrants exercised (in shares)" } } }, "localname": "WarrantsExercised", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutsWarrantActivityDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesCommonStockWarrantLiabilityDetails" ], "xbrltype": "sharesItemType" }, "chpt_WarrantsOrRightsOutstandingRollForwardRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Warrants Or Rights Outstanding Roll Forward", "label": "Warrants Or Rights Outstanding Roll Forward [Roll Forward]", "terseLabel": "Warrants Or Rights Outstanding Roll Forward [Roll Forward]" } } }, "localname": "WarrantsOrRightsOutstandingRollForwardRollForward", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutsWarrantActivityDetails" ], "xbrltype": "stringItemType" }, "chpt_WeightedAverageNumberOfSharesRestrictedStockUnvestedAndSubjectToRepurchase": { "auth_ref": [], "calculation": { "http://chargepoint.com/role/BasicandDilutedNetLossperShareComputationofBasicandDilutedLossperShareDetails": { "order": 2.0, "parentTag": "us-gaap_WeightedAverageNumberOfSharesOutstandingBasic", "weight": -1.0 } }, "lang": { "en-us": { "role": { "documentation": "Weighted Average Number Of Shares, Restricted Stock Unvested And Subject To Repurchase", "label": "Weighted Average Number Of Shares, Restricted Stock Unvested And Subject To Repurchase", "negatedTerseLabel": "Less: Weighted-average unvested restricted shares and shares subject to repurchase (in shares)" } } }, "localname": "WeightedAverageNumberOfSharesRestrictedStockUnvestedAndSubjectToRepurchase", "nsuri": "http://chargepoint.com/20220131", "presentation": [ "http://chargepoint.com/role/BasicandDilutedNetLossperShareComputationofBasicandDilutedLossperShareDetails" ], "xbrltype": "sharesItemType" }, "country_NL": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "NETHERLANDS", "terseLabel": "Netherlands" } } }, "localname": "NL", "nsuri": "http://xbrl.sec.gov/country/2021", "presentation": [ "http://chargepoint.com/role/GeographicInformationLongLivedAssetsDetails" ], "xbrltype": "domainItemType" }, "country_US": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "UNITED STATES", "terseLabel": "United States" } } }, "localname": "US", "nsuri": "http://xbrl.sec.gov/country/2021", "presentation": [ "http://chargepoint.com/role/GeographicInformationDetails", "http://chargepoint.com/role/GeographicInformationLongLivedAssetsDetails" ], "xbrltype": "domainItemType" }, "dei_AmendmentFlag": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.", "label": "Amendment Flag", "terseLabel": "Amendment Flag" } } }, "localname": "AmendmentFlag", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://chargepoint.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_AuditorFirmId": { "auth_ref": [ "r783", "r784", "r785" ], "lang": { "en-us": { "role": { "documentation": "PCAOB issued Audit Firm Identifier", "label": "Auditor Firm ID", "terseLabel": "Auditor Firm ID" } } }, "localname": "AuditorFirmId", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://chargepoint.com/role/AuditInformation" ], "xbrltype": "nonemptySequenceNumberItemType" }, "dei_AuditorLocation": { "auth_ref": [ "r783", "r784", "r785" ], "lang": { "en-us": { "role": { "label": "Auditor Location", "terseLabel": "Auditor Location" } } }, "localname": "AuditorLocation", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://chargepoint.com/role/AuditInformation" ], "xbrltype": "internationalNameItemType" }, "dei_AuditorName": { "auth_ref": [ "r783", "r784", "r785" ], "lang": { "en-us": { "role": { "label": "Auditor Name", "terseLabel": "Auditor Name" } } }, "localname": "AuditorName", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://chargepoint.com/role/AuditInformation" ], "xbrltype": "internationalNameItemType" }, "dei_CityAreaCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Area code of city", "label": "City Area Code", "terseLabel": "City Area Code" } } }, "localname": "CityAreaCode", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://chargepoint.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_CoverAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Cover page.", "label": "Cover [Abstract]" } } }, "localname": "CoverAbstract", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "xbrltype": "stringItemType" }, "dei_CurrentFiscalYearEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "End date of current fiscal year in the format --MM-DD.", "label": "Current Fiscal Year End Date", "terseLabel": "Current Fiscal Year End Date" } } }, "localname": "CurrentFiscalYearEndDate", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://chargepoint.com/role/Cover" ], "xbrltype": "gMonthDayItemType" }, "dei_DocumentAnnualReport": { "auth_ref": [ "r783", "r784", "r785" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as an annual report.", "label": "Document Annual Report", "terseLabel": "Document Annual Report" } } }, "localname": "DocumentAnnualReport", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://chargepoint.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_DocumentFiscalPeriodFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Fiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY.", "label": "Document Fiscal Period Focus", "terseLabel": "Document Fiscal Period Focus" } } }, "localname": "DocumentFiscalPeriodFocus", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://chargepoint.com/role/Cover" ], "xbrltype": "fiscalPeriodItemType" }, "dei_DocumentFiscalYearFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "This is focus fiscal year of the document report in YYYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.", "label": "Document Fiscal Year Focus", "terseLabel": "Document Fiscal Year Focus" } } }, "localname": "DocumentFiscalYearFocus", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://chargepoint.com/role/Cover" ], "xbrltype": "gYearItemType" }, "dei_DocumentPeriodEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.", "label": "Document Period End Date", "terseLabel": "Document Period End Date" } } }, "localname": "DocumentPeriodEndDate", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://chargepoint.com/role/Cover" ], "xbrltype": "dateItemType" }, "dei_DocumentTransitionReport": { "auth_ref": [ "r786" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as a transition report.", "label": "Document Transition Report", "terseLabel": "Document Transition Report" } } }, "localname": "DocumentTransitionReport", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://chargepoint.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_DocumentType": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.", "label": "Document Type", "terseLabel": "Document Type" } } }, "localname": "DocumentType", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://chargepoint.com/role/Cover" ], "xbrltype": "submissionTypeItemType" }, "dei_DocumentsIncorporatedByReferenceTextBlock": { "auth_ref": [ "r781" ], "lang": { "en-us": { "role": { "documentation": "Documents incorporated by reference.", "label": "Documents Incorporated by Reference [Text Block]", "terseLabel": "Documents Incorporated by Reference" } } }, "localname": "DocumentsIncorporatedByReferenceTextBlock", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://chargepoint.com/role/Cover" ], "xbrltype": "textBlockItemType" }, "dei_EntityAddressAddressLine1": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Address Line 1 such as Attn, Building Name, Street Name", "label": "Entity Address, Address Line One", "terseLabel": "Entity Address, Address Line One" } } }, "localname": "EntityAddressAddressLine1", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://chargepoint.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressCityOrTown": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the City or Town", "label": "Entity Address, City or Town", "terseLabel": "Entity Address, City or Town" } } }, "localname": "EntityAddressCityOrTown", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://chargepoint.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressPostalZipCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Code for the postal or zip code", "label": "Entity Address, Postal Zip Code", "terseLabel": "Entity Address, Postal Zip Code" } } }, "localname": "EntityAddressPostalZipCode", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://chargepoint.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressStateOrProvince": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the state or province.", "label": "Entity Address, State or Province", "terseLabel": "Entity Address, State or Province" } } }, "localname": "EntityAddressStateOrProvince", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://chargepoint.com/role/Cover" ], "xbrltype": "stateOrProvinceItemType" }, "dei_EntityCentralIndexKey": { "auth_ref": [ "r780" ], "lang": { "en-us": { "role": { "documentation": "A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.", "label": "Entity Central Index Key", "terseLabel": "Entity Central Index Key" } } }, "localname": "EntityCentralIndexKey", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://chargepoint.com/role/Cover" ], "xbrltype": "centralIndexKeyItemType" }, "dei_EntityCommonStockSharesOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.", "label": "Entity Common Stock, Shares Outstanding", "terseLabel": "Entity Common Stock, Shares Outstanding" } } }, "localname": "EntityCommonStockSharesOutstanding", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://chargepoint.com/role/Cover" ], "xbrltype": "sharesItemType" }, "dei_EntityCurrentReportingStatus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Current Reporting Status", "terseLabel": "Entity Current Reporting Status" } } }, "localname": "EntityCurrentReportingStatus", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://chargepoint.com/role/Cover" ], "xbrltype": "yesNoItemType" }, "dei_EntityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "All the names of the entities being reported upon in a document. Any legal structure used to conduct activities or to hold assets. Some examples of such structures are corporations, partnerships, limited liability companies, grantor trusts, and other trusts. This item does not include business and geographical segments which are included in the geographical or business segments domains.", "label": "Entity [Domain]", "terseLabel": "Entity [Domain]" } } }, "localname": "EntityDomain", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsCommonStockDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesCommonStockWarrantLiabilityDetails" ], "xbrltype": "domainItemType" }, "dei_EntityEmergingGrowthCompany": { "auth_ref": [ "r780" ], "lang": { "en-us": { "role": { "documentation": "Indicate if registrant meets the emerging growth company criteria.", "label": "Entity Emerging Growth Company", "terseLabel": "Entity Emerging Growth Company" } } }, "localname": "EntityEmergingGrowthCompany", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://chargepoint.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_EntityFileNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.", "label": "Entity File Number", "terseLabel": "Entity File Number" } } }, "localname": "EntityFileNumber", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://chargepoint.com/role/Cover" ], "xbrltype": "fileNumberItemType" }, "dei_EntityFilerCategory": { "auth_ref": [ "r780" ], "lang": { "en-us": { "role": { "documentation": "Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Filer Category", "terseLabel": "Entity Filer Category" } } }, "localname": "EntityFilerCategory", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://chargepoint.com/role/Cover" ], "xbrltype": "filerCategoryItemType" }, "dei_EntityIncorporationStateCountryCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Two-character EDGAR code representing the state or country of incorporation.", "label": "Entity Incorporation, State or Country Code", "terseLabel": "Entity Incorporation, State or Country Code" } } }, "localname": "EntityIncorporationStateCountryCode", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://chargepoint.com/role/Cover" ], "xbrltype": "edgarStateCountryItemType" }, "dei_EntityInteractiveDataCurrent": { "auth_ref": [ "r789" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).", "label": "Entity Interactive Data Current", "terseLabel": "Entity Interactive Data Current" } } }, "localname": "EntityInteractiveDataCurrent", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://chargepoint.com/role/Cover" ], "xbrltype": "yesNoItemType" }, "dei_EntityPublicFloat": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.", "label": "Entity Public Float", "terseLabel": "Entity Public Float" } } }, "localname": "EntityPublicFloat", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://chargepoint.com/role/Cover" ], "xbrltype": "monetaryItemType" }, "dei_EntityRegistrantName": { "auth_ref": [ "r780" ], "lang": { "en-us": { "role": { "documentation": "The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.", "label": "Entity Registrant Name", "terseLabel": "Entity Registrant Name" } } }, "localname": "EntityRegistrantName", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://chargepoint.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityShellCompany": { "auth_ref": [ "r780" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.", "label": "Entity Shell Company", "terseLabel": "Entity Shell Company" } } }, "localname": "EntityShellCompany", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://chargepoint.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_EntitySmallBusiness": { "auth_ref": [ "r780" ], "lang": { "en-us": { "role": { "documentation": "Indicates that the company is a Smaller Reporting Company (SRC).", "label": "Entity Small Business", "terseLabel": "Entity Small Business" } } }, "localname": "EntitySmallBusiness", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://chargepoint.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_EntityTaxIdentificationNumber": { "auth_ref": [ "r780" ], "lang": { "en-us": { "role": { "documentation": "The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.", "label": "Entity Tax Identification Number", "terseLabel": "Entity Tax Identification Number" } } }, "localname": "EntityTaxIdentificationNumber", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://chargepoint.com/role/Cover" ], "xbrltype": "employerIdItemType" }, "dei_EntityVoluntaryFilers": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.", "label": "Entity Voluntary Filers", "terseLabel": "Entity Voluntary Filers" } } }, "localname": "EntityVoluntaryFilers", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://chargepoint.com/role/Cover" ], "xbrltype": "yesNoItemType" }, "dei_EntityWellKnownSeasonedIssuer": { "auth_ref": [ "r790" ], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A.", "label": "Entity Well-known Seasoned Issuer", "terseLabel": "Entity Well-known Seasoned Issuer" } } }, "localname": "EntityWellKnownSeasonedIssuer", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://chargepoint.com/role/Cover" ], "xbrltype": "yesNoItemType" }, "dei_IcfrAuditorAttestationFlag": { "auth_ref": [ "r783", "r784", "r785" ], "lang": { "en-us": { "role": { "label": "ICFR Auditor Attestation Flag", "terseLabel": "ICFR Auditor Attestation Flag" } } }, "localname": "IcfrAuditorAttestationFlag", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://chargepoint.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_LegalEntityAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The set of legal entities associated with a report.", "label": "Legal Entity [Axis]", "terseLabel": "Legal Entity [Axis]" } } }, "localname": "LegalEntityAxis", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsCommonStockDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesCommonStockWarrantLiabilityDetails" ], "xbrltype": "stringItemType" }, "dei_LocalPhoneNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Local phone number for entity.", "label": "Local Phone Number", "terseLabel": "Local Phone Number" } } }, "localname": "LocalPhoneNumber", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://chargepoint.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_Security12bTitle": { "auth_ref": [ "r779" ], "lang": { "en-us": { "role": { "documentation": "Title of a 12(b) registered security.", "label": "Title of 12(b) Security", "terseLabel": "Title of 12(b) Security" } } }, "localname": "Security12bTitle", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://chargepoint.com/role/Cover" ], "xbrltype": "securityTitleItemType" }, "dei_SecurityExchangeName": { "auth_ref": [ "r782" ], "lang": { "en-us": { "role": { "documentation": "Name of the Exchange on which a security is registered.", "label": "Security Exchange Name", "terseLabel": "Security Exchange Name" } } }, "localname": "SecurityExchangeName", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://chargepoint.com/role/Cover" ], "xbrltype": "edgarExchangeCodeItemType" }, "dei_TradingSymbol": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Trading symbol of an instrument as listed on an exchange.", "label": "Trading Symbol", "terseLabel": "Trading Symbol" } } }, "localname": "TradingSymbol", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://chargepoint.com/role/Cover" ], "xbrltype": "tradingSymbolItemType" }, "srt_AffiliatedEntityMember": { "auth_ref": [ "r446", "r659", "r660", "r663", "r775" ], "lang": { "en-us": { "role": { "label": "Affiliated Entity [Member]", "terseLabel": "Daimler" } } }, "localname": "AffiliatedEntityMember", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://chargepoint.com/role/RelatedPartyTransactionsNarrativeDetails", "http://chargepoint.com/role/RelatedPartyTransactionsScheduleofRevenueTransactionsDetails" ], "xbrltype": "domainItemType" }, "srt_ChiefExecutiveOfficerMember": { "auth_ref": [ "r257" ], "lang": { "en-us": { "role": { "label": "Chief Executive Officer [Member]", "terseLabel": "Chief Executive Officer" } } }, "localname": "ChiefExecutiveOfficerMember", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_CounterpartyNameAxis": { "auth_ref": [ "r73", "r75", "r144", "r145", "r350", "r389" ], "lang": { "en-us": { "role": { "label": "Counterparty Name [Axis]", "terseLabel": "Counterparty Name [Axis]" } } }, "localname": "CounterpartyNameAxis", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsCommonStockDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "stringItemType" }, "srt_CumulativeEffectPeriodOfAdoptionAdjustmentMember": { "auth_ref": [ "r2", "r151", "r160", "r167", "r275", "r489", "r490", "r491", "r532", "r533", "r586", "r589", "r591", "r592", "r793" ], "lang": { "en-us": { "role": { "label": "Cumulative Effect, Period of Adoption, Adjustment [Member]", "terseLabel": "Cumulative Effect, Period of Adoption, Adjustment" } } }, "localname": "CumulativeEffectPeriodOfAdoptionAdjustmentMember", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "domainItemType" }, "srt_CumulativeEffectPeriodOfAdoptionAxis": { "auth_ref": [ "r2", "r151", "r160", "r167", "r275", "r489", "r490", "r491", "r532", "r533", "r586", "r589", "r591", "r592", "r793" ], "lang": { "en-us": { "role": { "label": "Cumulative Effect, Period of Adoption [Axis]", "terseLabel": "Cumulative Effect, Period of Adoption [Axis]" } } }, "localname": "CumulativeEffectPeriodOfAdoptionAxis", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "stringItemType" }, "srt_CumulativeEffectPeriodOfAdoptionDomain": { "auth_ref": [ "r2", "r151", "r160", "r167", "r275", "r489", "r490", "r491", "r532", "r533", "r586", "r589", "r591", "r592", "r793" ], "lang": { "en-us": { "role": { "label": "Cumulative Effect, Period of Adoption [Domain]", "terseLabel": "Cumulative Effect, Period of Adoption [Domain]" } } }, "localname": "CumulativeEffectPeriodOfAdoptionDomain", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "domainItemType" }, "srt_MajorCustomersAxis": { "auth_ref": [ "r255", "r425", "r430", "r745" ], "lang": { "en-us": { "role": { "label": "Customer [Axis]", "terseLabel": "Customer [Axis]" } } }, "localname": "MajorCustomersAxis", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesConcentrationofCreditRiskDetails" ], "xbrltype": "stringItemType" }, "srt_MaximumMember": { "auth_ref": [ "r349", "r388", "r451", "r453", "r675", "r676", "r677", "r678", "r679", "r680", "r681", "r742", "r746", "r776", "r777" ], "lang": { "en-us": { "role": { "label": "Maximum [Member]", "terseLabel": "Maximum" } } }, "localname": "MaximumMember", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockBasedCompensationFairValueAssumptionsDetails", "http://chargepoint.com/role/LeasesNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutScheduleofWarrantsOutstandingDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesIntangibleAssetsDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesRevenueDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesScheduleofPropertyandEquipmentDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesWarrantyDetails" ], "xbrltype": "domainItemType" }, "srt_MinimumMember": { "auth_ref": [ "r349", "r388", "r451", "r453", "r675", "r676", "r677", "r678", "r679", "r680", "r681", "r742", "r746", "r776", "r777" ], "lang": { "en-us": { "role": { "label": "Minimum [Member]", "terseLabel": "Minimum" } } }, "localname": "MinimumMember", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockBasedCompensationFairValueAssumptionsDetails", "http://chargepoint.com/role/LeasesNarrativeDetails", "http://chargepoint.com/role/RedeemableConvertiblePreferredStockNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutScheduleofWarrantsOutstandingDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesIntangibleAssetsDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesRevenueDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesScheduleofPropertyandEquipmentDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesWarrantyDetails" ], "xbrltype": "domainItemType" }, "srt_NameOfMajorCustomerDomain": { "auth_ref": [ "r255", "r425", "r430", "r745" ], "lang": { "en-us": { "role": { "label": "Customer [Domain]", "terseLabel": "Customer [Domain]" } } }, "localname": "NameOfMajorCustomerDomain", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesConcentrationofCreditRiskDetails" ], "xbrltype": "domainItemType" }, "srt_OwnershipAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Ownership [Axis]", "terseLabel": "Ownership [Axis]" } } }, "localname": "OwnershipAxis", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutsWarrantActivityDetails" ], "xbrltype": "stringItemType" }, "srt_OwnershipDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Ownership [Domain]", "terseLabel": "Ownership [Domain]" } } }, "localname": "OwnershipDomain", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutsWarrantActivityDetails" ], "xbrltype": "domainItemType" }, "srt_ProductOrServiceAxis": { "auth_ref": [ "r249", "r425", "r428", "r685", "r741", "r743" ], "lang": { "en-us": { "role": { "label": "Product and Service [Axis]", "terseLabel": "Product and Service [Axis]" } } }, "localname": "ProductOrServiceAxis", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "stringItemType" }, "srt_ProductsAndServicesDomain": { "auth_ref": [ "r249", "r425", "r428", "r685", "r741", "r743" ], "lang": { "en-us": { "role": { "label": "Product and Service [Domain]", "terseLabel": "Product and Service [Domain]" } } }, "localname": "ProductsAndServicesDomain", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "domainItemType" }, "srt_RangeAxis": { "auth_ref": [ "r349", "r388", "r438", "r451", "r453", "r675", "r676", "r677", "r678", "r679", "r680", "r681", "r742", "r746", "r776", "r777" ], "lang": { "en-us": { "role": { "label": "Statistical Measurement [Axis]", "terseLabel": "Statistical Measurement [Axis]" } } }, "localname": "RangeAxis", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockBasedCompensationFairValueAssumptionsDetails", "http://chargepoint.com/role/LeasesNarrativeDetails", "http://chargepoint.com/role/RedeemableConvertiblePreferredStockNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutScheduleofWarrantsOutstandingDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesIntangibleAssetsDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesRevenueDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesScheduleofPropertyandEquipmentDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesWarrantyDetails" ], "xbrltype": "stringItemType" }, "srt_RangeMember": { "auth_ref": [ "r349", "r388", "r438", "r451", "r453", "r675", "r676", "r677", "r678", "r679", "r680", "r681", "r742", "r746", "r776", "r777" ], "lang": { "en-us": { "role": { "label": "Statistical Measurement [Domain]", "terseLabel": "Statistical Measurement [Domain]" } } }, "localname": "RangeMember", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockBasedCompensationFairValueAssumptionsDetails", "http://chargepoint.com/role/LeasesNarrativeDetails", "http://chargepoint.com/role/RedeemableConvertiblePreferredStockNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutScheduleofWarrantsOutstandingDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesIntangibleAssetsDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesRevenueDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesScheduleofPropertyandEquipmentDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesWarrantyDetails" ], "xbrltype": "domainItemType" }, "srt_RepurchaseAgreementCounterpartyNameDomain": { "auth_ref": [ "r74", "r75", "r144", "r145", "r350", "r389" ], "lang": { "en-us": { "role": { "label": "Counterparty Name [Domain]", "terseLabel": "Counterparty Name [Domain]" } } }, "localname": "RepurchaseAgreementCounterpartyNameDomain", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsCommonStockDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_RestatementAxis": { "auth_ref": [ "r3", "r148", "r149", "r150", "r152", "r153", "r157", "r158", "r159", "r160", "r162", "r163", "r164", "r165", "r166", "r167", "r197", "r276", "r277", "r492", "r533", "r587", "r591", "r592", "r593", "r749", "r750", "r751", "r752", "r753", "r754", "r755", "r756", "r757", "r758", "r794", "r795" ], "lang": { "en-us": { "role": { "label": "Revision of Prior Period [Axis]", "terseLabel": "Revision of Prior Period [Axis]" } } }, "localname": "RestatementAxis", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://chargepoint.com/role/DescriptionofBusinessandBasisofPresentationDetails" ], "xbrltype": "stringItemType" }, "srt_RestatementDomain": { "auth_ref": [ "r3", "r148", "r149", "r150", "r152", "r153", "r157", "r158", "r159", "r160", "r162", "r163", "r164", "r165", "r166", "r167", "r197", "r276", "r277", "r492", "r533", "r587", "r591", "r592", "r593", "r749", "r750", "r751", "r752", "r753", "r754", "r755", "r756", "r757", "r758", "r794", "r795" ], "lang": { "en-us": { "role": { "label": "Revision of Prior Period [Domain]", "terseLabel": "Revision of Prior Period [Domain]" } } }, "localname": "RestatementDomain", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://chargepoint.com/role/DescriptionofBusinessandBasisofPresentationDetails" ], "xbrltype": "domainItemType" }, "srt_ScenarioPreviouslyReportedMember": { "auth_ref": [ "r3", "r148", "r150", "r152", "r153", "r157", "r158", "r159", "r160", "r162", "r163", "r165", "r166", "r197", "r276", "r277", "r492", "r533", "r587", "r591", "r592", "r593", "r749", "r750", "r751", "r752", "r753", "r754", "r755", "r756", "r757", "r758", "r794", "r795" ], "lang": { "en-us": { "role": { "label": "Previously Reported [Member]", "terseLabel": "Previously Reported" } } }, "localname": "ScenarioPreviouslyReportedMember", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://chargepoint.com/role/DescriptionofBusinessandBasisofPresentationDetails" ], "xbrltype": "domainItemType" }, "srt_SegmentGeographicalDomain": { "auth_ref": [ "r250", "r251", "r425", "r429", "r744", "r766", "r767", "r768", "r769", "r770", "r771", "r772", "r773", "r774" ], "lang": { "en-us": { "role": { "label": "Geographical [Domain]", "terseLabel": "Geographical [Domain]" } } }, "localname": "SegmentGeographicalDomain", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://chargepoint.com/role/GeographicInformationDetails", "http://chargepoint.com/role/GeographicInformationLongLivedAssetsDetails" ], "xbrltype": "domainItemType" }, "srt_StatementGeographicalAxis": { "auth_ref": [ "r250", "r251", "r425", "r429", "r744", "r761", "r766", "r767", "r768", "r769", "r770", "r771", "r772", "r773", "r774" ], "lang": { "en-us": { "role": { "label": "Geographical [Axis]", "terseLabel": "Geographical [Axis]" } } }, "localname": "StatementGeographicalAxis", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://chargepoint.com/role/GeographicInformationDetails", "http://chargepoint.com/role/GeographicInformationLongLivedAssetsDetails" ], "xbrltype": "stringItemType" }, "srt_TitleOfIndividualAxis": { "auth_ref": [ "r257", "r662" ], "lang": { "en-us": { "role": { "label": "Title of Individual [Axis]", "terseLabel": "Title of Individual [Axis]" } } }, "localname": "TitleOfIndividualAxis", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationNarrativeDetails" ], "xbrltype": "stringItemType" }, "srt_TitleOfIndividualWithRelationshipToEntityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Title of Individual [Domain]", "terseLabel": "Title of Individual [Domain]" } } }, "localname": "TitleOfIndividualWithRelationshipToEntityDomain", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccountingPoliciesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Accounting Policies [Abstract]" } } }, "localname": "AccountingPoliciesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_AccountingStandardsUpdateExtensibleList": { "auth_ref": [ "r0", "r1", "r2", "r3", "r4", "r152", "r153", "r154", "r155", "r268", "r269", "r272", "r273", "r274", "r275", "r276", "r277", "r330", "r485", "r486", "r487", "r488", "r489", "r490", "r491", "r492", "r532", "r533", "r583", "r584", "r585", "r586", "r587", "r588", "r589", "r590", "r591", "r592", "r593", "r615", "r616", "r617", "r618", "r619", "r620", "r621", "r622", "r656", "r747", "r748", "r749", "r750", "r751", "r752", "r753", "r754", "r755", "r756", "r757", "r758", "r791", "r792", "r793", "r794", "r795" ], "lang": { "en-us": { "role": { "documentation": "Indicates amendment to accounting standards.", "label": "Accounting Standards Update [Extensible Enumeration]", "terseLabel": "Accounting Standards Update [Extensible Enumeration]" } } }, "localname": "AccountingStandardsUpdateExtensibleList", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "enumerationSetItemType" }, "us-gaap_AccountsPayableCurrent": { "auth_ref": [ "r54", "r668" ], "calculation": { "http://chargepoint.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accounts Payable, Current", "terseLabel": "Accounts payable" } } }, "localname": "AccountsPayableCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsReceivableAllowanceForCreditLossTableTextBlock": { "auth_ref": [ "r283" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of allowance for credit loss on accounts receivable.", "label": "Accounts Receivable, Allowance for Credit Loss [Table Text Block]", "terseLabel": "Accounts Receivable, Allowance for Credit Loss" } } }, "localname": "AccountsReceivableAllowanceForCreditLossTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_AccountsReceivableMember": { "auth_ref": [ "r762" ], "lang": { "en-us": { "role": { "documentation": "Due from customers or clients for goods or services that have been delivered or sold.", "label": "Accounts Receivable [Member]", "terseLabel": "Accounts Receivable" } } }, "localname": "AccountsReceivableMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesConcentrationofCreditRiskDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccountsReceivableNetCurrent": { "auth_ref": [ "r10", "r33", "r258", "r259" ], "calculation": { "http://chargepoint.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current.", "label": "Accounts Receivable, after Allowance for Credit Loss, Current", "terseLabel": "Accounts receivable, net of allowance of $5,584 as of January\u00a031, 2022 and $2,000 as of January 31, 2021" } } }, "localname": "AccountsReceivableNetCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsReceivableRelatedParties": { "auth_ref": [ "r32", "r143", "r660", "r663", "r732" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "For an unclassified balance sheet, amount of receivables arising from transactions with related parties.", "label": "Accounts Receivable, Related Parties", "terseLabel": "Related party accounts receivable" } } }, "localname": "AccountsReceivableRelatedParties", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedLiabilitiesCurrent": { "auth_ref": [ "r58" ], "calculation": { "http://chargepoint.com/role/BalanceSheetComponentsAccruedandOtherCurrentLiabilitiesDetails": { "order": 5.0, "parentTag": "chpt_AccruedLiabilitiesAndOtherLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accrued Liabilities, Current", "verboseLabel": "Accrued expenses" } } }, "localname": "AccruedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BalanceSheetComponentsAccruedandOtherCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment": { "auth_ref": [ "r52", "r315" ], "calculation": { "http://chargepoint.com/role/BalanceSheetComponentsPropertyandEquipmentNetDetails": { "order": 1.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services.", "label": "Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment", "negatedTerseLabel": "Less: Accumulated depreciation" } } }, "localname": "AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BalanceSheetComponentsPropertyandEquipmentNetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax": { "auth_ref": [ "r36", "r79", "r80", "r81", "r729", "r754", "r758" ], "calculation": { "http://chargepoint.com/role/ConsolidatedBalanceSheets": { "order": 4.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.", "label": "Accumulated Other Comprehensive Income (Loss), Net of Tax", "terseLabel": "Accumulated other comprehensive income (loss)" } } }, "localname": "AccumulatedOtherComprehensiveIncomeLossNetOfTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeMember": { "auth_ref": [ "r78", "r81", "r89", "r90", "r91", "r148", "r149", "r150", "r575", "r749", "r750", "r795" ], "lang": { "en-us": { "role": { "documentation": "Accumulated increase (decrease) in equity from transactions and other events and circumstances from non-owner sources, attributable to the parent. Excludes net income (loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners.", "label": "AOCI Attributable to Parent [Member]", "terseLabel": "Accumulated Other Comprehensive Income (Loss)" } } }, "localname": "AccumulatedOtherComprehensiveIncomeMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "domainItemType" }, "us-gaap_AcquiredFiniteLivedIntangibleAssetsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Acquired Finite-Lived Intangible Assets [Line Items]", "terseLabel": "Acquired Finite-Lived Intangible Assets [Line Items]" } } }, "localname": "AcquiredFiniteLivedIntangibleAssetsLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesIntangibleAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AcquiredFiniteLivedIntangibleAssetsWeightedAverageUsefulLife": { "auth_ref": [ "r303" ], "lang": { "en-us": { "role": { "documentation": "Weighted average amortization period of finite-lived intangible assets acquired either individually or as part of a group of assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Acquired Finite-lived Intangible Assets, Weighted Average Useful Life", "terseLabel": "Acquired intangible assets, useful life" } } }, "localname": "AcquiredFiniteLivedIntangibleAssetsWeightedAverageUsefulLife", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesIntangibleAssetsDetails" ], "xbrltype": "durationItemType" }, "us-gaap_AdditionalFinancialInformationDisclosureTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The entire disclosures of supplemental information, including descriptions and amounts, related to the balance sheet, income statement, and/or cash flow statement.", "label": "Additional Financial Information Disclosure [Text Block]", "terseLabel": "Balance Sheet Components" } } }, "localname": "AdditionalFinancialInformationDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BalanceSheetComponents" ], "xbrltype": "textBlockItemType" }, "us-gaap_AdditionalPaidInCapital": { "auth_ref": [ "r34", "r492", "r668" ], "calculation": { "http://chargepoint.com/role/ConsolidatedBalanceSheets": { "order": 5.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of excess of issue price over par or stated value of stock and from other transaction involving stock or stockholder. Includes, but is not limited to, additional paid-in capital (APIC) for common and preferred stock.", "label": "Additional Paid in Capital", "terseLabel": "Additional paid-in capital" } } }, "localname": "AdditionalPaidInCapital", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdditionalPaidInCapitalMember": { "auth_ref": [ "r148", "r149", "r150", "r489", "r490", "r491", "r591" ], "lang": { "en-us": { "role": { "documentation": "Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders.", "label": "Additional Paid-in Capital [Member]", "terseLabel": "Additional Paid-In Capital" } } }, "localname": "AdditionalPaidInCapitalMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/CommonStockNarrativeDetails", "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AdjustmentsToAdditionalPaidInCapitalEquityComponentOfConvertibleDebt": { "auth_ref": [ "r345" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Adjustment to additional paid in capital resulting from the recognition of convertible debt instruments as two separate components - a debt component and an equity component. This bifurcation may result in a basis difference associated with the liability component that represents a temporary difference for purposes of applying accounting for income taxes. The initial recognition of deferred taxes for the tax effect of that temporary difference is as an adjustment to additional paid in capital.", "label": "Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt", "terseLabel": "Beneficial conversion feature in connection with Series H-1 redeemable preferred stock" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalEquityComponentOfConvertibleDebt", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdjustmentsToAdditionalPaidInCapitalIncreaseInCarryingAmountOfRedeemablePreferredStock": { "auth_ref": [ "r383", "r402", "r409" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of decrease (increase) in additional paid in capital (APIC) for the increase in carrying amount of redeemable preferred stock.", "label": "Adjustments to Additional Paid in Capital, Increase in Carrying Amount of Redeemable Preferred Stock", "negatedTerseLabel": "Accretion of beneficial conversion feature in connection with Series H-1 redeemable preferred stock" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalIncreaseInCarryingAmountOfRedeemablePreferredStock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue": { "auth_ref": [ "r454", "r456", "r495", "r496" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase to additional paid-in capital (APIC) for recognition of cost for award under share-based payment arrangement.", "label": "APIC, Share-based Payment Arrangement, Increase for Cost Recognition", "terseLabel": "Stock-based compensation" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdjustmentsToAdditionalPaidInCapitalWarrantIssued": { "auth_ref": [ "r344", "r402", "r409" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in additional paid in capital (APIC) resulting from the issuance of warrants. Includes allocation of proceeds of debt securities issued with detachable stock purchase warrants.", "label": "Adjustments to Additional Paid in Capital, Warrant Issued", "terseLabel": "Adjustments to Additional Paid in Capital, Warrant Issued" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalWarrantIssued", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]", "terseLabel": "Adjustments to reconcile net loss to net cash used in operating activities:" } } }, "localname": "AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_AdvertisingCostsPolicyTextBlock": { "auth_ref": [ "r498" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for advertising cost.", "label": "Advertising Cost [Policy Text Block]", "terseLabel": "Advertising" } } }, "localname": "AdvertisingCostsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_AdvertisingExpense": { "auth_ref": [ "r499" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount charged to advertising expense for the period, which are expenses incurred with the objective of increasing revenue for a specified brand, product or product line.", "label": "Advertising Expense", "terseLabel": "Advertising Expense" } } }, "localname": "AdvertisingExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesAdvertisingCostsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllocatedShareBasedCompensationExpense": { "auth_ref": [ "r456", "r481", "r494" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense for award under share-based payment arrangement. Excludes amount capitalized.", "label": "Share-based Payment Arrangement, Expense", "terseLabel": "Total stock-based compensation expense" } } }, "localname": "AllocatedShareBasedCompensationExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockbasedCompensationExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllowanceForDoubtfulAccountsReceivable": { "auth_ref": [ "r264", "r278", "r279", "r282" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of allowance for credit loss on accounts receivable.", "label": "Accounts Receivable, Allowance for Credit Loss", "periodEndLabel": "Ending Balance", "periodStartLabel": "Beginning Balance" } } }, "localname": "AllowanceForDoubtfulAccountsReceivable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesAllowanceforCreditLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllowanceForDoubtfulAccountsReceivableCurrent": { "auth_ref": [ "r40", "r264", "r278" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of allowance for credit loss on accounts receivable, classified as current.", "label": "Accounts Receivable, Allowance for Credit Loss, Current", "terseLabel": "Allowance for credit loss" } } }, "localname": "AllowanceForDoubtfulAccountsReceivableCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllowanceForDoubtfulAccountsReceivableRollforward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Accounts Receivable, Allowance for Credit Loss [Roll Forward]", "terseLabel": "Accounts Receivable, Allowance for Credit Loss [Roll Forward]" } } }, "localname": "AllowanceForDoubtfulAccountsReceivableRollforward", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesAllowanceforCreditLossDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AllowanceForDoubtfulAccountsReceivableWriteOffs": { "auth_ref": [ "r281" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of direct write-downs of accounts receivable charged against the allowance.", "label": "Accounts Receivable, Allowance for Credit Loss, Writeoff", "negatedTerseLabel": "Write-offs" } } }, "localname": "AllowanceForDoubtfulAccountsReceivableWriteOffs", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesAllowanceforCreditLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount": { "auth_ref": [ "r194" ], "lang": { "en-us": { "role": { "documentation": "Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.", "label": "Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount", "terseLabel": "Total potentially dilutive common share equivalents" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BasicandDilutedNetLossperShareAntidilutiveSecuritiesDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis": { "auth_ref": [ "r194" ], "lang": { "en-us": { "role": { "documentation": "Information by type of antidilutive security.", "label": "Antidilutive Securities [Axis]", "terseLabel": "Antidilutive Securities [Axis]" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BasicandDilutedNetLossperShareAntidilutiveSecuritiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]", "terseLabel": "Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BasicandDilutedNetLossperShareAntidilutiveSecuritiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AntidilutiveSecuritiesNameDomain": { "auth_ref": [ "r194" ], "lang": { "en-us": { "role": { "documentation": "Incremental common shares attributable to securities that were not included in diluted earnings per share (EPS) because to do so would increase EPS amounts or decrease loss per share amounts for the period presented.", "label": "Antidilutive Securities, Name [Domain]", "terseLabel": "Antidilutive Securities, Name [Domain]" } } }, "localname": "AntidilutiveSecuritiesNameDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BasicandDilutedNetLossperShareAntidilutiveSecuritiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_Assets": { "auth_ref": [ "r138", "r229", "r239", "r245", "r271", "r331", "r332", "r333", "r335", "r336", "r337", "r338", "r339", "r340", "r342", "r343", "r572", "r576", "r614", "r666", "r668", "r706", "r726" ], "calculation": { "http://chargepoint.com/role/ConsolidatedBalanceSheets": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets", "totalLabel": "Total assets" } } }, "localname": "Assets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets [Abstract]", "terseLabel": "Assets" } } }, "localname": "AssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheets", "http://chargepoint.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsCurrent": { "auth_ref": [ "r12", "r14", "r70", "r138", "r271", "r331", "r332", "r333", "r335", "r336", "r337", "r338", "r339", "r340", "r342", "r343", "r572", "r576", "r614", "r666", "r668" ], "calculation": { "http://chargepoint.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets, Current", "totalLabel": "Total current assets" } } }, "localname": "AssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsCurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets, Current [Abstract]", "terseLabel": "Current assets:" } } }, "localname": "AssetsCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheets", "http://chargepoint.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsFairValueDisclosure": { "auth_ref": [ "r594" ], "calculation": { "http://chargepoint.com/role/FairValueMeasurementsAssetsandLiabilitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets, Fair Value Disclosure", "totalLabel": "Total financial assets" } } }, "localname": "AssetsFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsFairValueDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets, Fair Value Disclosure [Abstract]", "terseLabel": "Assets" } } }, "localname": "AssetsFairValueDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsAssetsandLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AvailableForSaleSecuritiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Debt Securities, Available-for-sale [Abstract]", "terseLabel": "Available-for-sale short-term investments:" } } }, "localname": "AvailableForSaleSecuritiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofComprehensiveIncomeLoss" ], "xbrltype": "stringItemType" }, "us-gaap_AwardTypeAxis": { "auth_ref": [ "r458", "r483" ], "lang": { "en-us": { "role": { "documentation": "Information by type of award under share-based payment arrangement.", "label": "Award Type [Axis]", "terseLabel": "Award Type [Axis]" } } }, "localname": "AwardTypeAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/CommonStockReservedforFutureIssuanceDetails", "http://chargepoint.com/role/EquityPlansandStockBasedCompensationFairValueAssumptionsDetails", "http://chargepoint.com/role/EquityPlansandStockBasedCompensationRestrictedStockUnitsActivityDetails", "http://chargepoint.com/role/EquityPlansandStockbasedCompensationNarrativeDetails", "http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockbasedCompensationExpenseDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BasisOfAccountingPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).", "label": "Basis of Accounting, Policy [Policy Text Block]", "terseLabel": "Basis of Presentation" } } }, "localname": "BasisOfAccountingPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_BusinessAcquisitionAcquireeDomain": { "auth_ref": [ "r450", "r452" ], "lang": { "en-us": { "role": { "documentation": "Identification of the acquiree in a material business combination (or series of individually immaterial business combinations), which may include the name or other type of identification of the acquiree.", "label": "Business Acquisition, Acquiree [Domain]", "terseLabel": "Business Acquisition, Acquiree [Domain]" } } }, "localname": "BusinessAcquisitionAcquireeDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows", "http://chargepoint.com/role/FairValueMeasurementsScheduleofChangesintheFairValueofLevel3FinancialInstrumentsDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsFairValueInputsDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryAssetsandLiabilitiesAcquiredDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryPurchasePriceConsiderationDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsProFormaInformationDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsScheduleofGoodwillDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsScheduleofIntangibleAssetsDetails", "http://chargepoint.com/role/SubsequentEventsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_BusinessAcquisitionAxis": { "auth_ref": [ "r450", "r452", "r550", "r551" ], "lang": { "en-us": { "role": { "documentation": "Information by business combination or series of individually immaterial business combinations.", "label": "Business Acquisition [Axis]", "terseLabel": "Business Acquisition [Axis]" } } }, "localname": "BusinessAcquisitionAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows", "http://chargepoint.com/role/FairValueMeasurementsScheduleofChangesintheFairValueofLevel3FinancialInstrumentsDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsFairValueInputsDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryAssetsandLiabilitiesAcquiredDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryPurchasePriceConsiderationDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsProFormaInformationDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsScheduleofGoodwillDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsScheduleofIntangibleAssetsDetails", "http://chargepoint.com/role/SubsequentEventsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BusinessAcquisitionEquityInterestsIssuedOrIssuableNumberOfSharesIssued": { "auth_ref": [ "r565" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of equity interests issued or issuable to acquire entity.", "label": "Business Acquisition, Equity Interest Issued or Issuable, Number of Shares", "terseLabel": "Equity transferred (in shares)" } } }, "localname": "BusinessAcquisitionEquityInterestsIssuedOrIssuableNumberOfSharesIssued", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_BusinessAcquisitionLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Business Acquisition [Line Items]", "terseLabel": "Business Acquisition [Line Items]" } } }, "localname": "BusinessAcquisitionLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryAssetsandLiabilitiesAcquiredDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryPurchasePriceConsiderationDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsProFormaInformationDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsScheduleofGoodwillDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsScheduleofIntangibleAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BusinessAcquisitionProFormaInformationTextBlock": { "auth_ref": [ "r548", "r549" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate.", "label": "Business Acquisition, Pro Forma Information [Table Text Block]", "terseLabel": "Business Acquisition, Pro Forma Information" } } }, "localname": "BusinessAcquisitionProFormaInformationTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_BusinessAcquisitionPurchasePriceAllocationGoodwillExpectedTaxDeductibleAmount": { "auth_ref": [ "r567" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of goodwill arising from a business combination that is expected to be deductible for tax purposes.", "label": "Business Acquisition, Goodwill, Expected Tax Deductible Amount", "terseLabel": "Goodwill, tax deductible amount" } } }, "localname": "BusinessAcquisitionPurchasePriceAllocationGoodwillExpectedTaxDeductibleAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessAcquisitionSharePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Price of a single share of a number of saleable stocks paid or offered to be paid in a business combination.", "label": "Business Acquisition, Share Price", "terseLabel": "Equity transferred (in USD per share)" } } }, "localname": "BusinessAcquisitionSharePrice", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_BusinessAcquisitionsProFormaNetIncomeLoss": { "auth_ref": [ "r548", "r549" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The pro forma net Income or Loss for the period as if the business combination or combinations had been completed at the beginning of a period.", "label": "Business Acquisition, Pro Forma Net Income (Loss)", "terseLabel": "Pro forma net loss" } } }, "localname": "BusinessAcquisitionsProFormaNetIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsProFormaInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessAcquisitionsProFormaRevenue": { "auth_ref": [ "r548", "r549" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The pro forma revenue for a period as if the business combination or combinations had been completed at the beginning of the period.", "label": "Business Acquisition, Pro Forma Revenue", "terseLabel": "Revenue" } } }, "localname": "BusinessAcquisitionsProFormaRevenue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsProFormaInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationAcquisitionRelatedCosts": { "auth_ref": [ "r547" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "This element represents acquisition-related costs incurred to effect a business combination which costs have been expensed during the period. Such costs include finder's fees; advisory, legal, accounting, valuation, and other professional or consulting fees; general administrative costs, including the costs of maintaining an internal acquisitions department; and may include costs of registering and issuing debt and equity securities.", "label": "Business Combination, Acquisition Related Costs", "terseLabel": "Acquisition-related expenses" } } }, "localname": "BusinessCombinationAcquisitionRelatedCosts", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationAndAssetAcquisitionAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Business Combination and Asset Acquisition [Abstract]" } } }, "localname": "BusinessCombinationAndAssetAcquisitionAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_BusinessCombinationConsiderationTransferred1": { "auth_ref": [ "r559", "r560", "r562" ], "calculation": { "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryPurchasePriceConsiderationDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of consideration transferred, consisting of acquisition-date fair value of assets transferred by the acquirer, liabilities incurred by the acquirer, and equity interest issued by the acquirer.", "label": "Business Combination, Consideration Transferred", "terseLabel": "Total purchase consideration", "totalLabel": "Total purchase consideration" } } }, "localname": "BusinessCombinationConsiderationTransferred1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryPurchasePriceConsiderationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationConsiderationTransferredEquityInterestsIssuedAndIssuable": { "auth_ref": [ "r559", "r560" ], "calculation": { "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryPurchasePriceConsiderationDetails": { "order": 3.0, "parentTag": "us-gaap_BusinessCombinationConsiderationTransferred1", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of equity interests of the acquirer, including instruments or interests issued or issuable in consideration for the business combination.", "label": "Business Combination, Consideration Transferred, Equity Interests Issued and Issuable", "terseLabel": "Common Stock consideration" } } }, "localname": "BusinessCombinationConsiderationTransferredEquityInterestsIssuedAndIssuable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryPurchasePriceConsiderationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationConsiderationTransferredLiabilitiesIncurred": { "auth_ref": [ "r557", "r559", "r560", "r564" ], "calculation": { "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryPurchasePriceConsiderationDetails": { "order": 1.0, "parentTag": "us-gaap_BusinessCombinationConsiderationTransferred1", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities incurred by the acquirer as part of consideration transferred in a business combination.", "label": "Business Combination, Consideration Transferred, Liabilities Incurred", "verboseLabel": "ViriCiti Earnout consideration" } } }, "localname": "BusinessCombinationConsiderationTransferredLiabilitiesIncurred", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryPurchasePriceConsiderationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationContingentConsiderationArrangementsChangeInAmountOfContingentConsiderationLiability1": { "auth_ref": [ "r121", "r568" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows": { "order": 14.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://chargepoint.com/role/ConsolidatedStatementsofOperations": { "order": 3.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in the value of a contingent consideration liability, including, but not limited to, differences arising upon settlement.", "label": "Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability", "negatedTerseLabel": "Change in fair value of contingent earnout liability", "terseLabel": "Change in fair value of contingent earnout liability" } } }, "localname": "BusinessCombinationContingentConsiderationArrangementsChangeInAmountOfContingentConsiderationLiability1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows", "http://chargepoint.com/role/ConsolidatedStatementsofOperations", "http://chargepoint.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationContingentConsiderationArrangementsChangeInTheRangeOfOutcomesContingentConsiderationLiabilityValueHigh": { "auth_ref": [ "r569" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "This element represents the amount of any change recognized during the period in the high-end of the estimated range of outcomes (undiscounted) of a liability assumed in a business combination arising from an item of contingent consideration.", "label": "Business Combination, Contingent Consideration Arrangements, Change in Range of Outcomes, Contingent Consideration, Liability, Value, High", "terseLabel": "Earnout contingent consideration" } } }, "localname": "BusinessCombinationContingentConsiderationArrangementsChangeInTheRangeOfOutcomesContingentConsiderationLiabilityValueHigh", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationContingentConsiderationLiability": { "auth_ref": [ "r558", "r561", "r566" ], "calculation": { "http://chargepoint.com/role/FairValueMeasurementsAssetsandLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_FinancialLiabilitiesFairValueDisclosure", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liability recognized arising from contingent consideration in a business combination.", "label": "Business Combination, Contingent Consideration, Liability", "terseLabel": "Contingent earnout liability recognized upon acquisition of ViriCiti (ViriCiti Earnout)" } } }, "localname": "BusinessCombinationContingentConsiderationLiability", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationContingentConsiderationLiabilityMeasurementInput": { "auth_ref": [ "r599" ], "lang": { "en-us": { "role": { "documentation": "Value of input used to measure contingent consideration liability from business combination.", "label": "Business Combination, Contingent Consideration, Liability, Measurement Input", "terseLabel": "Measurement input" } } }, "localname": "BusinessCombinationContingentConsiderationLiabilityMeasurementInput", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsFairValueInputsDetails" ], "xbrltype": "decimalItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents": { "auth_ref": [ "r553" ], "calculation": { "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryAssetsandLiabilitiesAcquiredDetails": { "order": 1.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions, acquired at the acquisition date. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents", "terseLabel": "Cash and cash equivalents" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryAssetsandLiabilitiesAcquiredDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedContingentLiability": { "auth_ref": [ "r552", "r553" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The amount of liability arising from an inherited contingency (as defined) which has been recognized as of the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Contingent Liability", "terseLabel": "Earnout liability fair value" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedContingentLiability", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsOther": { "auth_ref": [ "r553" ], "calculation": { "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryAssetsandLiabilitiesAcquiredDetails": { "order": 7.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of other assets expected to be realized or consumed before one year or the normal operating cycle, if longer, acquired at the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other", "terseLabel": "Other assets" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsOther", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryAssetsandLiabilitiesAcquiredDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsReceivables": { "auth_ref": [ "r553" ], "calculation": { "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryAssetsandLiabilitiesAcquiredDetails": { "order": 5.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount due from customers or clients for goods or services, including trade receivables, that have been delivered or sold in the normal course of business, and amounts due from others, including related parties expected to be converted to cash, sold or exchanged within one year or the normal operating cycle, if longer, acquired at the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables", "terseLabel": "Accounts receivable, net" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsReceivables", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryAssetsandLiabilitiesAcquiredDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentLiabilitiesOther": { "auth_ref": [ "r553" ], "calculation": { "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryAssetsandLiabilitiesAcquiredDetails": { "order": 6.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of other liabilities due within one year or within the normal operating cycle, if longer, assumed at the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other", "negatedTerseLabel": "Other liabilities" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentLiabilitiesOther", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryAssetsandLiabilitiesAcquiredDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedDeferredTaxLiabilities": { "auth_ref": [ "r553" ], "calculation": { "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryAssetsandLiabilitiesAcquiredDetails": { "order": 2.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences assumed at the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities", "negatedTerseLabel": "Deferred tax liabilities, net" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedDeferredTaxLiabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryAssetsandLiabilitiesAcquiredDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles": { "auth_ref": [ "r552", "r553" ], "calculation": { "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryAssetsandLiabilitiesAcquiredDetails": { "order": 3.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of identifiable intangible assets recognized as of the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles", "terseLabel": "Intangible assets" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryAssetsandLiabilitiesAcquiredDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet": { "auth_ref": [ "r553" ], "calculation": { "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryAssetsandLiabilitiesAcquiredDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount recognized for assets, including goodwill, in excess of (less than) the aggregate liabilities assumed.", "label": "Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net", "totalLabel": "Total acquired assets and assumed liabilities" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryAssetsandLiabilitiesAcquiredDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationsPolicy": { "auth_ref": [ "r546" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for completed business combinations (purchase method, acquisition method or combination of entities under common control). This accounting policy may include a general discussion of the purchase method or acquisition method of accounting (including for example, the treatment accorded contingent consideration, the identification of assets and liabilities, the purchase price allocation process, how the fair values of acquired assets and liabilities are determined) and the entity's specific application thereof. An entity that acquires another entity in a leveraged buyout transaction generally discloses the accounting policy followed by the acquiring entity in determining the basis used to value its interest in the acquired entity, and the rationale for that accounting policy.", "label": "Business Combinations Policy [Policy Text Block]", "terseLabel": "Business Combinations" } } }, "localname": "BusinessCombinationsPolicy", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_BusinessDescriptionAndBasisOfPresentationTextBlock": { "auth_ref": [ "r7", "r147", "r218" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the business description and basis of presentation concepts. Business description describes the nature and type of organization including but not limited to organizational structure as may be applicable to holding companies, parent and subsidiary relationships, business divisions, business units, business segments, affiliates and information about significant ownership of the reporting entity. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).", "label": "Business Description and Basis of Presentation [Text Block]", "terseLabel": "Description of Business and Basis of Presentation" } } }, "localname": "BusinessDescriptionAndBasisOfPresentationTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/DescriptionofBusinessandBasisofPresentation" ], "xbrltype": "textBlockItemType" }, "us-gaap_CapitalExpendituresIncurredButNotYetPaid": { "auth_ref": [ "r127", "r128", "r129" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Future cash outflow to pay for purchases of fixed assets that have occurred.", "label": "Capital Expenditures Incurred but Not yet Paid", "terseLabel": "Acquisitions of property and equipment included in accounts payable and accrued and other current liabilities" } } }, "localname": "CapitalExpendituresIncurredButNotYetPaid", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalizedContractCostAmortization": { "auth_ref": [ "r292" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows": { "order": 13.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization expense for asset recognized from cost incurred to obtain or fulfill contract with customer.", "label": "Capitalized Contract Cost, Amortization", "negatedTerseLabel": "Amortization of deferred contract acquisition costs", "terseLabel": "Amortization of deferred contract acquisition costs" } } }, "localname": "CapitalizedContractCostAmortization", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesRollforwardofDeferredCostsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalizedContractCostAmortizationPeriod": { "auth_ref": [ "r290" ], "lang": { "en-us": { "role": { "documentation": "Amortization period of cost capitalized in obtaining or fulfilling contract with customer, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Capitalized Contract Cost, Amortization Period", "terseLabel": "Capitalized contract cost, amortization period" } } }, "localname": "CapitalizedContractCostAmortizationPeriod", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesCosttoObtainCustomerContractDetails" ], "xbrltype": "durationItemType" }, "us-gaap_CapitalizedContractCostNet": { "auth_ref": [ "r291" ], "calculation": { "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesScheduleofDeferredCostsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after accumulated amortization and accumulated impairment loss, of asset recognized from cost incurred to obtain or fulfill contract with customer.", "label": "Capitalized Contract Cost, Net", "periodEndLabel": "Ending balance", "periodStartLabel": "Beginning balance", "totalLabel": "Total deferred contract acquisition costs" } } }, "localname": "CapitalizedContractCostNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesRollforwardofDeferredCostsDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesScheduleofDeferredCostsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalizedContractCostNetCurrent": { "auth_ref": [ "r291" ], "calculation": { "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesScheduleofDeferredCostsDetails": { "order": 2.0, "parentTag": "us-gaap_CapitalizedContractCostNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after accumulated amortization and accumulated impairment loss, of asset recognized from cost incurred to obtain or fulfill contract with customer; classified as current.", "label": "Capitalized Contract Cost, Net, Current", "terseLabel": "Deferred contract acquisition costs, current" } } }, "localname": "CapitalizedContractCostNetCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesScheduleofDeferredCostsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalizedContractCostNetNoncurrent": { "auth_ref": [ "r291" ], "calculation": { "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesScheduleofDeferredCostsDetails": { "order": 1.0, "parentTag": "us-gaap_CapitalizedContractCostNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after accumulated amortization and accumulated impairment loss, of asset recognized from cost incurred to obtain or fulfill contract with customer; classified as noncurrent.", "label": "Capitalized Contract Cost, Net, Noncurrent", "terseLabel": "Deferred contract acquisition costs, noncurrent" } } }, "localname": "CapitalizedContractCostNetNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesScheduleofDeferredCostsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalizedContractCostTableTextBlock": { "auth_ref": [ "r293" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of cost capitalized in obtaining or fulfilling contract with customer.", "label": "Capitalized Contract Cost [Table Text Block]", "terseLabel": "Deferred Policy Acquisition Costs" } } }, "localname": "CapitalizedContractCostTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashAndCashEquivalentsAtCarryingValue": { "auth_ref": [ "r8", "r49", "r124" ], "calculation": { "http://chargepoint.com/role/ConsolidatedBalanceSheets": { "order": 4.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 }, "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesCashandCashEquivalentsDetails": { "order": 1.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.", "label": "Cash and Cash Equivalents, at Carrying Value", "terseLabel": "Cash and cash equivalents" } } }, "localname": "CashAndCashEquivalentsAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheets", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesCashandCashEquivalentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of cash and cash equivalent balance.", "label": "Cash and Cash Equivalents [Axis]", "terseLabel": "Cash and Cash Equivalents [Axis]" } } }, "localname": "CashAndCashEquivalentsAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsAssetsandLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CashAndCashEquivalentsFairValueDisclosure": { "auth_ref": [], "calculation": { "http://chargepoint.com/role/FairValueMeasurementsAssetsandLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_AssetsFairValueDisclosure", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash and Cash Equivalents, Fair Value Disclosure", "terseLabel": "Money market funds" } } }, "localname": "CashAndCashEquivalentsFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsPolicyTextBlock": { "auth_ref": [ "r19", "r125" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.", "label": "Cash and Cash Equivalents, Policy [Policy Text Block]", "terseLabel": "Cash, Cash Equivalents, and Restricted Cash" } } }, "localname": "CashAndCashEquivalentsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents": { "auth_ref": [ "r118", "r124", "r130" ], "calculation": { "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesCashandCashEquivalentsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents", "periodEndLabel": "Cash, cash equivalents, and restricted cash at end of period", "periodStartLabel": "Cash, cash equivalents, and restricted cash at beginning of period", "terseLabel": "Cash, cash equivalents, and restricted cash", "totalLabel": "Total cash, cash equivalents, and restricted cash" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows", "http://chargepoint.com/role/DescriptionofBusinessandBasisofPresentationDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesCashandCashEquivalentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect": { "auth_ref": [ "r118", "r623" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in cash, cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect", "totalLabel": "Net increase (decrease) in cash, cash equivalents, and restricted cash" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ClassOfStockDomain": { "auth_ref": [ "r135", "r138", "r172", "r176", "r188", "r191", "r193", "r202", "r203", "r204", "r271", "r331", "r336", "r337", "r338", "r342", "r343", "r386", "r387", "r391", "r395", "r614", "r787" ], "lang": { "en-us": { "role": { "documentation": "Share of stock differentiated by the voting rights the holder receives. Examples include, but are not limited to, common stock, redeemable preferred stock, nonredeemable preferred stock, and convertible stock.", "label": "Class of Stock [Domain]", "terseLabel": "Class of Stock [Domain]" } } }, "localname": "ClassOfStockDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/CommonStockReservedforFutureIssuanceDetails", "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficitParenthetical", "http://chargepoint.com/role/RedeemableConvertiblePreferredStockNarrativeDetails", "http://chargepoint.com/role/RedeemableConvertiblePreferredStockScheduleofRedeemableConvertiblePreferredStockDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesCommonStockWarrantLiabilityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ClassOfStockLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Class of Stock [Line Items]", "terseLabel": "Class of Stock [Line Items]" } } }, "localname": "ClassOfStockLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/CommonStockNarrativeDetails", "http://chargepoint.com/role/CommonStockReservedforFutureIssuanceDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ClassOfWarrantOrRightAxis": { "auth_ref": [ "r410", "r455" ], "lang": { "en-us": { "role": { "documentation": "Information by type of warrant or right issued.", "label": "Class of Warrant or Right [Axis]", "terseLabel": "Class of Warrant or Right [Axis]" } } }, "localname": "ClassOfWarrantOrRightAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/CommonStockReservedforFutureIssuanceDetails", "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows", "http://chargepoint.com/role/ConsolidatedStatementsofOperations", "http://chargepoint.com/role/DescriptionofBusinessandBasisofPresentationDetails", "http://chargepoint.com/role/FairValueMeasurementsAssetsandLiabilitiesDetails", "http://chargepoint.com/role/FairValueMeasurementsScheduleofChangesintheFairValueofLevel3FinancialInstrumentsDetails", "http://chargepoint.com/role/RedeemableConvertiblePreferredStockNarrativeDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutFairValueInputsofWarrantsandContingentEarnoutLiabilityDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutScheduleofWarrantsOutstandingDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutsWarrantActivityDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesCommonStockWarrantLiabilityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ClassOfWarrantOrRightDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the class or type of warrant or right outstanding. Warrants and rights represent derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months.", "label": "Class of Warrant or Right [Domain]", "terseLabel": "Class of Warrant or Right [Domain]" } } }, "localname": "ClassOfWarrantOrRightDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/CommonStockReservedforFutureIssuanceDetails", "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows", "http://chargepoint.com/role/ConsolidatedStatementsofOperations", "http://chargepoint.com/role/DescriptionofBusinessandBasisofPresentationDetails", "http://chargepoint.com/role/FairValueMeasurementsAssetsandLiabilitiesDetails", "http://chargepoint.com/role/FairValueMeasurementsScheduleofChangesintheFairValueofLevel3FinancialInstrumentsDetails", "http://chargepoint.com/role/RedeemableConvertiblePreferredStockNarrativeDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutFairValueInputsofWarrantsandContingentEarnoutLiabilityDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutScheduleofWarrantsOutstandingDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutsWarrantActivityDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesCommonStockWarrantLiabilityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1": { "auth_ref": [ "r403" ], "lang": { "en-us": { "role": { "documentation": "Exercise price per share or per unit of warrants or rights outstanding.", "label": "Class of Warrant or Right, Exercise Price of Warrants or Rights", "terseLabel": "Stock price of warrants (in dollars per share)" } } }, "localname": "ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutScheduleofWarrantsOutstandingDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesCommonStockWarrantLiabilityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ClassOfWarrantOrRightLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Class of Warrant or Right [Line Items]", "terseLabel": "Class of Warrant or Right [Line Items]" } } }, "localname": "ClassOfWarrantOrRightLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/DescriptionofBusinessandBasisofPresentationDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutFairValueInputsofWarrantsandContingentEarnoutLiabilityDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutScheduleofWarrantsOutstandingDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutsWarrantActivityDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesCommonStockWarrantLiabilityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ClassOfWarrantOrRightOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of warrants or rights outstanding.", "label": "Class of Warrant or Right, Outstanding", "periodEndLabel": "Outstanding at end of period (in shares)", "periodStartLabel": "Outstanding at beginning of period (in shares)", "terseLabel": "Warrants outstanding (in shares)" } } }, "localname": "ClassOfWarrantOrRightOutstanding", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/RedeemableConvertiblePreferredStockNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutScheduleofWarrantsOutstandingDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutsWarrantActivityDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesCommonStockWarrantLiabilityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ClassOfWarrantOrRightTable": { "auth_ref": [ "r410", "r455" ], "lang": { "en-us": { "role": { "documentation": "Disclosure for warrants or rights issued, which includes the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.", "label": "Class of Warrant or Right [Table]", "terseLabel": "Class of Warrant or Right [Table]" } } }, "localname": "ClassOfWarrantOrRightTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/DescriptionofBusinessandBasisofPresentationDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutScheduleofWarrantsOutstandingDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutsWarrantActivityDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesCommonStockWarrantLiabilityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CommitmentsAndContingencies": { "auth_ref": [ "r62", "r325", "r713", "r734" ], "calculation": { "http://chargepoint.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur.", "label": "Commitments and Contingencies", "terseLabel": "Commitments and contingencies" } } }, "localname": "CommitmentsAndContingencies", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Commitments and Contingencies Disclosure [Abstract]" } } }, "localname": "CommitmentsAndContingenciesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureTextBlock": { "auth_ref": [ "r322", "r323", "r324", "r326", "r763" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for commitments and contingencies.", "label": "Commitments and Contingencies Disclosure [Text Block]", "terseLabel": "Commitments and Contingencies" } } }, "localname": "CommitmentsAndContingenciesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/CommitmentandContingencies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CommonClassAMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Classification of common stock representing ownership interest in a corporation.", "label": "Common Class A [Member]", "terseLabel": "Common Class A" } } }, "localname": "CommonClassAMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesCommonStockWarrantLiabilityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CommonStockCapitalSharesReservedForFutureIssuance": { "auth_ref": [ "r64" ], "lang": { "en-us": { "role": { "documentation": "Aggregate number of common shares reserved for future issuance.", "label": "Common Stock, Capital Shares Reserved for Future Issuance", "terseLabel": "Total shares of common stock reserved (in shares)" } } }, "localname": "CommonStockCapitalSharesReservedForFutureIssuance", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/CommonStockReservedforFutureIssuanceDetails", "http://chargepoint.com/role/EquityPlansandStockbasedCompensationNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockDividendsShares": { "auth_ref": [ "r402" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of common stock issued as dividends during the period. Excludes stock splits.", "label": "Common Stock Dividends, Shares", "terseLabel": "Common stock dividends (in shares)" } } }, "localname": "CommonStockDividendsShares", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockMember": { "auth_ref": [ "r148", "r149", "r591" ], "lang": { "en-us": { "role": { "documentation": "Stock that is subordinate to all other stock of the issuer.", "label": "Common Stock [Member]", "terseLabel": "Common Stock" } } }, "localname": "CommonStockMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/CommonStockNarrativeDetails", "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit", "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutsWarrantActivityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CommonStockParOrStatedValuePerShare": { "auth_ref": [ "r31" ], "lang": { "en-us": { "role": { "documentation": "Face amount or stated value per share of common stock.", "label": "Common Stock, Par or Stated Value Per Share", "terseLabel": "Common stock, par value (USD per share)" } } }, "localname": "CommonStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/CommonStockNarrativeDetails", "http://chargepoint.com/role/ConsolidatedBalanceSheetsParenthetical", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesCommonStockWarrantLiabilityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_CommonStockSharesAuthorized": { "auth_ref": [ "r31" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of common shares permitted to be issued by an entity's charter and bylaws.", "label": "Common Stock, Shares Authorized", "terseLabel": "Common stock, shares authorized (in shares)" } } }, "localname": "CommonStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/CommonStockNarrativeDetails", "http://chargepoint.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesIssued": { "auth_ref": [ "r31" ], "lang": { "en-us": { "role": { "documentation": "Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.", "label": "Common Stock, Shares, Issued", "terseLabel": "Common Stock, shares issued (in shares)" } } }, "localname": "CommonStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/CommonStockNarrativeDetails", "http://chargepoint.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesOutstanding": { "auth_ref": [ "r31", "r402" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.", "label": "Common Stock, Shares, Outstanding", "periodEndLabel": "Common stock, shares outstanding, ending balance (in shares)", "periodStartLabel": "Common stock, shares outstanding, beginning balance (in shares)", "terseLabel": "Common stock, shares outstanding (in shares)" } } }, "localname": "CommonStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/CommonStockNarrativeDetails", "http://chargepoint.com/role/ConsolidatedBalanceSheetsParenthetical", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsCommonStockDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesSubscribedButUnissued": { "auth_ref": [ "r31" ], "lang": { "en-us": { "role": { "documentation": "Amount of common stock allocated to investors to buy shares of a new issue of common stock before they are offered to the public. When stock is sold on a subscription basis, the issuer does not initially receive the total proceeds. In general, the issuer does not issue the shares to the investor until it receives the entire proceeds.", "label": "Common Stock, Shares Subscribed but Unissued", "terseLabel": "Earnout shares (in shares)" } } }, "localname": "CommonStockSharesSubscribedButUnissued", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockValue": { "auth_ref": [ "r31", "r668" ], "calculation": { "http://chargepoint.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "Common Stock, Value, Issued", "terseLabel": "Common stock: $0.0001 par value; 1,000,000,000 and 299,771,284 shares authorized as of January\u00a031, 2022 and 2021, respectively; 334,760,615 and 22,961,032 shares issued and outstanding as of January\u00a031, 2022 and 2021, respectively" } } }, "localname": "CommonStockValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_CompensationAndRetirementDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Retirement Benefits [Abstract]" } } }, "localname": "CompensationAndRetirementDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_ComponentsOfDeferredTaxAssetsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Components of Deferred Tax Assets [Abstract]", "terseLabel": "Deferred tax assets:" } } }, "localname": "ComponentsOfDeferredTaxAssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesComponentsoftheCompanysDeferredIncomeTaxAssetsLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ComponentsOfDeferredTaxLiabilitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Components of Deferred Tax Liabilities [Abstract]", "terseLabel": "Deferred tax liabilities:" } } }, "localname": "ComponentsOfDeferredTaxLiabilitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesComponentsoftheCompanysDeferredIncomeTaxAssetsLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ComprehensiveIncomeNetOfTax": { "auth_ref": [ "r84", "r86", "r87", "r95", "r716", "r737" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofComprehensiveIncomeLoss": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.", "label": "Comprehensive Income (Loss), Net of Tax, Attributable to Parent", "totalLabel": "Comprehensive loss" } } }, "localname": "ComprehensiveIncomeNetOfTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofComprehensiveIncomeLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_ComputerEquipmentMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Long lived, depreciable assets that are used in the creation, maintenance and utilization of information systems.", "label": "Computer Equipment [Member]", "terseLabel": "Computers and software" } } }, "localname": "ComputerEquipmentMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesScheduleofPropertyandEquipmentDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ConcentrationRiskBenchmarkDomain": { "auth_ref": [ "r212", "r213", "r255", "r611", "r612", "r762" ], "lang": { "en-us": { "role": { "documentation": "The denominator in a calculation of a disclosed concentration risk percentage.", "label": "Concentration Risk Benchmark [Domain]", "terseLabel": "Concentration Risk Benchmark [Domain]" } } }, "localname": "ConcentrationRiskBenchmarkDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesConcentrationofCreditRiskDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ConcentrationRiskByBenchmarkAxis": { "auth_ref": [ "r212", "r213", "r255", "r611", "r612", "r759", "r762" ], "lang": { "en-us": { "role": { "documentation": "Information by benchmark of concentration risk.", "label": "Concentration Risk Benchmark [Axis]", "terseLabel": "Concentration Risk Benchmark [Axis]" } } }, "localname": "ConcentrationRiskByBenchmarkAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesConcentrationofCreditRiskDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ConcentrationRiskByTypeAxis": { "auth_ref": [ "r212", "r213", "r255", "r611", "r612", "r759", "r762" ], "lang": { "en-us": { "role": { "documentation": "Information by type of concentration risk, for example, but not limited to, asset, liability, net assets, geographic, customer, employees, supplier, lender.", "label": "Concentration Risk Type [Axis]", "terseLabel": "Concentration Risk Type [Axis]" } } }, "localname": "ConcentrationRiskByTypeAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesConcentrationofCreditRiskDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ConcentrationRiskCreditRisk": { "auth_ref": [ "r207", "r723" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for credit risk.", "label": "Concentration Risk, Credit Risk, Policy [Policy Text Block]", "terseLabel": "Concentration of Credit Risk and Other Risks and Uncertainties" } } }, "localname": "ConcentrationRiskCreditRisk", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ConcentrationRiskLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Concentration Risk [Line Items]", "terseLabel": "Concentration Risk [Line Items]" } } }, "localname": "ConcentrationRiskLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesConcentrationofCreditRiskDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ConcentrationRiskPercentage1": { "auth_ref": [ "r212", "r213", "r255", "r611", "r612" ], "lang": { "en-us": { "role": { "documentation": "For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the \"benchmark\" (or denominator) in the equation, this concept represents the concentration percentage derived from the division.", "label": "Concentration Risk, Percentage", "terseLabel": "Concentration risk, percentage" } } }, "localname": "ConcentrationRiskPercentage1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesConcentrationofCreditRiskDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ConcentrationRiskTable": { "auth_ref": [ "r210", "r212", "r213", "r214", "r611", "r613", "r762" ], "lang": { "en-us": { "role": { "documentation": "Describes the nature of a concentration, a benchmark to which it is compared, and the percentage that the risk is to the benchmark.", "label": "Concentration Risk [Table]", "terseLabel": "Concentration Risk [Table]" } } }, "localname": "ConcentrationRiskTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesConcentrationofCreditRiskDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ConcentrationRiskTypeDomain": { "auth_ref": [ "r212", "r213", "r255", "r611", "r612", "r762" ], "lang": { "en-us": { "role": { "documentation": "For an entity that discloses a concentration risk as a percentage of some financial balance or benchmark, identifies the type (for example, asset, liability, net assets, geographic, customer, employees, supplier, lender) of the concentration.", "label": "Concentration Risk Type [Domain]", "terseLabel": "Concentration Risk Type [Domain]" } } }, "localname": "ConcentrationRiskTypeDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesConcentrationofCreditRiskDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ConstructionInProgressMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Structure or a modification to a structure under construction. Includes recently completed structures or modifications to structures that have not been placed into service.", "label": "Construction in Progress [Member]", "terseLabel": "Construction in progress" } } }, "localname": "ConstructionInProgressMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BalanceSheetComponentsPropertyandEquipmentNetDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ContingentConsiderationByTypeAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of contingent consideration.", "label": "Contingent Consideration by Type [Axis]", "terseLabel": "Contingent Consideration by Type [Axis]" } } }, "localname": "ContingentConsiderationByTypeAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsNarrativeDetails", "http://chargepoint.com/role/FairValueMeasurementsScheduleofChangesintheFairValueofLevel3FinancialInstrumentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ContingentConsiderationTypeDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Description of contingent payment arrangement.", "label": "Contingent Consideration Type [Domain]", "terseLabel": "Contingent Consideration Type [Domain]" } } }, "localname": "ContingentConsiderationTypeDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsNarrativeDetails", "http://chargepoint.com/role/FairValueMeasurementsScheduleofChangesintheFairValueofLevel3FinancialInstrumentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ContractWithCustomerLiability": { "auth_ref": [ "r412", "r413", "r426" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of obligation to transfer good or service to customer for which consideration has been received or is receivable.", "label": "Contract with Customer, Liability", "terseLabel": "Contract with customer liability" } } }, "localname": "ContractWithCustomerLiability", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesDeferredRevenueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerLiabilityCurrent": { "auth_ref": [ "r412", "r413", "r426" ], "calculation": { "http://chargepoint.com/role/ConsolidatedBalanceSheets": { "order": 4.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of obligation to transfer good or service to customer for which consideration has been received or is receivable, classified as current.", "label": "Contract with Customer, Liability, Current", "terseLabel": "Deferred revenue" } } }, "localname": "ContractWithCustomerLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerLiabilityNoncurrent": { "auth_ref": [ "r412", "r413", "r426" ], "calculation": { "http://chargepoint.com/role/ConsolidatedBalanceSheets": { "order": 4.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of obligation to transfer good or service to customer for which consideration has been received or is receivable, classified as noncurrent.", "label": "Contract with Customer, Liability, Noncurrent", "terseLabel": "Deferred revenue, noncurrent" } } }, "localname": "ContractWithCustomerLiabilityNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerLiabilityRevenueRecognized": { "auth_ref": [ "r427" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of revenue recognized that was previously included in balance of obligation to transfer good or service to customer for which consideration from customer has been received or is due.", "label": "Contract with Customer, Liability, Revenue Recognized", "terseLabel": "Contract with customer liability, revenue recognized" } } }, "localname": "ContractWithCustomerLiabilityRevenueRecognized", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesDeferredRevenueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CostOfGoodsAndServicesSold": { "auth_ref": [ "r101", "r685" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofOperations": { "order": 1.0, "parentTag": "us-gaap_GrossProfit", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate costs related to goods produced and sold and services rendered by an entity during the reporting period. This excludes costs incurred during the reporting period related to financial services rendered and other revenue generating activities.", "label": "Cost of Goods and Services Sold", "terseLabel": "Total cost of revenue" } } }, "localname": "CostOfGoodsAndServicesSold", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_CostOfRevenueAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Cost of Revenue [Abstract]", "terseLabel": "Cost of revenue" } } }, "localname": "CostOfRevenueAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "stringItemType" }, "us-gaap_CostOfSalesPolicyTextBlock": { "auth_ref": [ "r437" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for cost of product sold and service rendered.", "label": "Cost of Goods and Service [Policy Text Block]", "terseLabel": "Cost of Revenue" } } }, "localname": "CostOfSalesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CreditFacilityAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of credit facility. Credit facilities provide capital to borrowers without the need to structure a loan for each borrowing.", "label": "Credit Facility [Axis]", "terseLabel": "Credit Facility [Axis]" } } }, "localname": "CreditFacilityAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/DebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CreditFacilityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Type of credit facility. Credit facilities provide capital to borrowers without the need to structure a loan for each borrowing.", "label": "Credit Facility [Domain]", "terseLabel": "Credit Facility [Domain]" } } }, "localname": "CreditFacilityDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/DebtDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CumulativePreferredStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Preferred stock upon which unpaid dividends accumulate until paid to shareholders. Classified within stockholders' equity if nonredeemable or redeemable solely at the option of the issuer. Classified within temporary equity if redemption is outside the control of the issuer.", "label": "Cumulative Preferred Stock [Member]", "terseLabel": "Cumulative Preferred Stock" } } }, "localname": "CumulativePreferredStockMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/CommonStockReservedforFutureIssuanceDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CurrentFederalTaxExpenseBenefit": { "auth_ref": [ "r139", "r526", "r536" ], "calculation": { "http://chargepoint.com/role/IncomeTaxesComponentsoftheIncomeTaxExpenseBenefitDetails": { "order": 2.0, "parentTag": "us-gaap_CurrentIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current federal tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Current Federal Tax Expense (Benefit)", "verboseLabel": "Federal" } } }, "localname": "CurrentFederalTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesComponentsoftheIncomeTaxExpenseBenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentForeignTaxExpenseBenefit": { "auth_ref": [ "r139", "r526" ], "calculation": { "http://chargepoint.com/role/IncomeTaxesComponentsoftheIncomeTaxExpenseBenefitDetails": { "order": 3.0, "parentTag": "us-gaap_CurrentIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current foreign income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Current Foreign Tax Expense (Benefit)", "terseLabel": "Foreign" } } }, "localname": "CurrentForeignTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesComponentsoftheIncomeTaxExpenseBenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentIncomeTaxExpenseBenefit": { "auth_ref": [ "r139", "r526", "r536", "r538" ], "calculation": { "http://chargepoint.com/role/IncomeTaxesComponentsoftheIncomeTaxExpenseBenefitDetails": { "order": 2.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current income tax expense (benefit) pertaining to taxable income (loss) from continuing operations.", "label": "Current Income Tax Expense (Benefit)", "totalLabel": "Total current" } } }, "localname": "CurrentIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesComponentsoftheIncomeTaxExpenseBenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentIncomeTaxExpenseBenefitContinuingOperationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Current Income Tax Expense (Benefit), Continuing Operations [Abstract]", "terseLabel": "Current" } } }, "localname": "CurrentIncomeTaxExpenseBenefitContinuingOperationsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesComponentsoftheIncomeTaxExpenseBenefitDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CurrentStateAndLocalTaxExpenseBenefit": { "auth_ref": [ "r139", "r526", "r536" ], "calculation": { "http://chargepoint.com/role/IncomeTaxesComponentsoftheIncomeTaxExpenseBenefitDetails": { "order": 1.0, "parentTag": "us-gaap_CurrentIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current state and local tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Current State and Local Tax Expense (Benefit)", "verboseLabel": "State" } } }, "localname": "CurrentStateAndLocalTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesComponentsoftheIncomeTaxExpenseBenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CustomerConcentrationRiskMember": { "auth_ref": [ "r211", "r255" ], "lang": { "en-us": { "role": { "documentation": "Reflects the percentage that revenues in the period from one or more significant customers is to net revenues, as defined by the entity, such as total net revenues, product line revenues, segment revenues. The risk is the materially adverse effects of loss of a significant customer.", "label": "Customer Concentration Risk [Member]", "terseLabel": "Customer Concentration Risk" } } }, "localname": "CustomerConcentrationRiskMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesConcentrationofCreditRiskDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CustomerRefundLiabilityCurrent": { "auth_ref": [], "calculation": { "http://chargepoint.com/role/BalanceSheetComponentsAccruedandOtherCurrentLiabilitiesDetails": { "order": 1.0, "parentTag": "chpt_AccruedLiabilitiesAndOtherLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Current regulatory liabilities generally represent obligations to make refunds to customers for various reasons including overpayment.", "label": "Customer Refund Liability, Current", "terseLabel": "Refundable customer deposits" } } }, "localname": "CustomerRefundLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BalanceSheetComponentsAccruedandOtherCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CustomerRelationshipsMember": { "auth_ref": [ "r556" ], "lang": { "en-us": { "role": { "documentation": "Customer relationship that exists between an entity and its customer, for example, but not limited to, tenant relationships.", "label": "Customer Relationships [Member]", "terseLabel": "Customer relationships" } } }, "localname": "CustomerRelationshipsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryAssetsandLiabilitiesAcquiredDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsScheduleofIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DebtConversionConvertedInstrumentAmount1": { "auth_ref": [ "r127", "r129" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The value of the financial instrument(s) that the original debt is being converted into in a noncash (or part noncash) transaction. \"Part noncash\" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.", "label": "Debt Conversion, Converted Instrument, Amount", "terseLabel": "Converted instrument, principal amount" } } }, "localname": "DebtConversionConvertedInstrumentAmount1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtConversionConvertedInstrumentWarrantsOrOptionsIssued1": { "auth_ref": [ "r127", "r129" ], "lang": { "en-us": { "role": { "documentation": "The number of warrants issued in exchange for the original debt being converted in a noncash (or part noncash) transaction. \"Part noncash\" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.", "label": "Debt Conversion, Converted Instrument, Warrants or Options Issued", "terseLabel": "Debt converted into warrants (in shares)" } } }, "localname": "DebtConversionConvertedInstrumentWarrantsOrOptionsIssued1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_DebtDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Debt Disclosure [Abstract]" } } }, "localname": "DebtDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_DebtDisclosureTextBlock": { "auth_ref": [ "r134", "r352", "r353", "r354", "r355", "r356", "r357", "r358", "r363", "r370", "r371", "r373", "r379" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.", "label": "Debt Disclosure [Text Block]", "terseLabel": "Debt" } } }, "localname": "DebtDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/Debt" ], "xbrltype": "textBlockItemType" }, "us-gaap_DebtInstrumentAxis": { "auth_ref": [ "r22", "r23", "r24", "r137", "r146", "r346", "r347", "r348", "r349", "r350", "r351", "r353", "r359", "r360", "r361", "r362", "r364", "r365", "r366", "r367", "r368", "r369", "r375", "r376", "r377", "r378", "r636", "r707", "r710", "r725" ], "lang": { "en-us": { "role": { "documentation": "Information by type of debt instrument, including, but not limited to, draws against credit facilities.", "label": "Debt Instrument [Axis]", "terseLabel": "Debt Instrument [Axis]" } } }, "localname": "DebtInstrumentAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/DebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentBasisSpreadOnVariableRate1": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage points added to the reference rate to compute the variable rate on the debt instrument.", "label": "Debt Instrument, Basis Spread on Variable Rate", "terseLabel": "Basis spread on variable rate" } } }, "localname": "DebtInstrumentBasisSpreadOnVariableRate1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/DebtDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentCarryingAmount": { "auth_ref": [ "r24", "r374", "r710", "r725" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, before unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but is not limited to, notes payable, bonds payable, commercial loans, mortgage loans, convertible debt, subordinated debt and other types of debt.", "label": "Long-term Debt, Gross", "terseLabel": "Amount borrowed" } } }, "localname": "DebtInstrumentCarryingAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/DebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Debt Instrument [Line Items]", "terseLabel": "Debt Instrument [Line Items]" } } }, "localname": "DebtInstrumentLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/DebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentNameDomain": { "auth_ref": [ "r60", "r137", "r146", "r346", "r347", "r348", "r349", "r350", "r351", "r353", "r359", "r360", "r361", "r362", "r364", "r365", "r366", "r367", "r368", "r369", "r375", "r376", "r377", "r378", "r636" ], "lang": { "en-us": { "role": { "documentation": "The name for the particular debt instrument or borrowing that distinguishes it from other debt instruments or borrowings, including draws against credit facilities.", "label": "Debt Instrument, Name [Domain]", "terseLabel": "Debt Instrument, Name [Domain]" } } }, "localname": "DebtInstrumentNameDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/DebtDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DebtInstrumentTable": { "auth_ref": [ "r60", "r137", "r146", "r346", "r347", "r348", "r349", "r350", "r351", "r353", "r359", "r360", "r361", "r362", "r364", "r365", "r366", "r367", "r368", "r369", "r372", "r375", "r376", "r377", "r378", "r403", "r406", "r407", "r408", "r633", "r634", "r636", "r637", "r722" ], "lang": { "en-us": { "role": { "documentation": "A table or schedule providing information pertaining to long-term debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer.", "label": "Schedule of Long-term Debt Instruments [Table]", "terseLabel": "Schedule of Long-term Debt Instruments [Table]" } } }, "localname": "DebtInstrumentTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/DebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentTerm": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Period of time between issuance and maturity of debt instrument, in PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Debt Instrument, Term", "terseLabel": "Debt maturity (in years)" } } }, "localname": "DebtInstrumentTerm", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/DebtDetails" ], "xbrltype": "durationItemType" }, "us-gaap_DeferredCompensationArrangementWithIndividualPostretirementBenefitsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]", "terseLabel": "Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]" } } }, "localname": "DeferredCompensationArrangementWithIndividualPostretirementBenefitsLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DeferredFederalIncomeTaxExpenseBenefit": { "auth_ref": [ "r139", "r527", "r536" ], "calculation": { "http://chargepoint.com/role/IncomeTaxesComponentsoftheIncomeTaxExpenseBenefitDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred federal income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Federal Income Tax Expense (Benefit)", "verboseLabel": "Federal" } } }, "localname": "DeferredFederalIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesComponentsoftheIncomeTaxExpenseBenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredFinanceCostsGross": { "auth_ref": [ "r635" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before accumulated amortization, of debt issuance costs. Includes, but is not limited to, legal, accounting, underwriting, printing, and registration costs.", "label": "Debt Issuance Costs, Gross", "terseLabel": "Issuance costs" } } }, "localname": "DeferredFinanceCostsGross", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/DebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredForeignIncomeTaxExpenseBenefit": { "auth_ref": [ "r139", "r527", "r536" ], "calculation": { "http://chargepoint.com/role/IncomeTaxesComponentsoftheIncomeTaxExpenseBenefitDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred foreign income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Foreign Income Tax Expense (Benefit)", "terseLabel": "Foreign" } } }, "localname": "DeferredForeignIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesComponentsoftheIncomeTaxExpenseBenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxExpenseBenefit": { "auth_ref": [ "r122", "r139", "r527", "r536", "r537", "r538" ], "calculation": { "http://chargepoint.com/role/IncomeTaxesComponentsoftheIncomeTaxExpenseBenefitDetails": { "order": 1.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Income Tax Expense (Benefit)", "totalLabel": "Total deferred" } } }, "localname": "DeferredIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesComponentsoftheIncomeTaxExpenseBenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxExpenseBenefitContinuingOperationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract]", "terseLabel": "Deferred" } } }, "localname": "DeferredIncomeTaxExpenseBenefitContinuingOperationsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesComponentsoftheIncomeTaxExpenseBenefitDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DeferredIncomeTaxLiabilities": { "auth_ref": [ "r26", "r27", "r516", "r708", "r724" ], "calculation": { "http://chargepoint.com/role/IncomeTaxesComponentsoftheCompanysDeferredIncomeTaxAssetsLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences.", "label": "Deferred Tax Liabilities, Gross", "negatedTotalLabel": "Total deferred tax liabilities" } } }, "localname": "DeferredIncomeTaxLiabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesComponentsoftheCompanysDeferredIncomeTaxAssetsLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxLiabilitiesNet": { "auth_ref": [ "r504", "r505" ], "calculation": { "http://chargepoint.com/role/ConsolidatedBalanceSheets": { "order": 7.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after deferred tax asset, of deferred tax liability attributable to taxable differences with jurisdictional netting.", "label": "Deferred Income Tax Liabilities, Net", "terseLabel": "Deferred tax liabilities" } } }, "localname": "DeferredIncomeTaxLiabilitiesNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheets", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxesAndTaxCredits": { "auth_ref": [ "r123" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred income tax expense (benefit) and income tax credits.", "label": "Deferred Income Taxes and Tax Credits", "terseLabel": "Deferred tax benefit" } } }, "localname": "DeferredIncomeTaxesAndTaxCredits", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredStateAndLocalIncomeTaxExpenseBenefit": { "auth_ref": [ "r139", "r527", "r536" ], "calculation": { "http://chargepoint.com/role/IncomeTaxesComponentsoftheIncomeTaxExpenseBenefitDetails": { "order": 3.0, "parentTag": "us-gaap_DeferredIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred state and local tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred State and Local Income Tax Expense (Benefit)", "verboseLabel": "State" } } }, "localname": "DeferredStateAndLocalIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesComponentsoftheIncomeTaxExpenseBenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsDeferredIncome": { "auth_ref": [ "r524", "r525" ], "calculation": { "http://chargepoint.com/role/IncomeTaxesComponentsoftheCompanysDeferredIncomeTaxAssetsLiabilitiesDetails": { "order": 6.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from deferred income.", "label": "Deferred Tax Assets, Deferred Income", "terseLabel": "Deferred revenue" } } }, "localname": "DeferredTaxAssetsDeferredIncome", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesComponentsoftheCompanysDeferredIncomeTaxAssetsLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsGross": { "auth_ref": [ "r517" ], "calculation": { "http://chargepoint.com/role/IncomeTaxesComponentsoftheCompanysDeferredIncomeTaxAssetsLiabilitiesDetails": { "order": 3.0, "parentTag": "us-gaap_DeferredTaxAssetsLiabilitiesNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.", "label": "Deferred Tax Assets, Gross", "totalLabel": "Total deferred tax assets" } } }, "localname": "DeferredTaxAssetsGross", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesComponentsoftheCompanysDeferredIncomeTaxAssetsLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsLiabilitiesNet": { "auth_ref": [ "r519" ], "calculation": { "http://chargepoint.com/role/IncomeTaxesComponentsoftheCompanysDeferredIncomeTaxAssetsLiabilitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allocation of valuation allowances and deferred tax liability, of deferred tax asset attributable to deductible differences and carryforwards, without jurisdictional netting.", "label": "Deferred Tax Assets, Net", "totalLabel": "Net deferred tax assets" } } }, "localname": "DeferredTaxAssetsLiabilitiesNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesComponentsoftheCompanysDeferredIncomeTaxAssetsLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOperatingLossCarryforwards": { "auth_ref": [ "r524", "r525" ], "calculation": { "http://chargepoint.com/role/IncomeTaxesComponentsoftheCompanysDeferredIncomeTaxAssetsLiabilitiesDetails": { "order": 3.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards.", "label": "Deferred Tax Assets, Operating Loss Carryforwards", "terseLabel": "Net operating losses" } } }, "localname": "DeferredTaxAssetsOperatingLossCarryforwards", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesComponentsoftheCompanysDeferredIncomeTaxAssetsLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOperatingLossCarryforwardsDomestic": { "auth_ref": [ "r524", "r525" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible domestic operating loss carryforwards. Excludes state and local operating loss carryforwards.", "label": "Deferred Tax Assets, Operating Loss Carryforwards, Domestic", "terseLabel": "Indefinite domestic operating loss carryforward" } } }, "localname": "DeferredTaxAssetsOperatingLossCarryforwardsDomestic", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOperatingLossCarryforwardsSubjectToExpiration": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards that are subject to expiration dates.", "label": "Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration", "terseLabel": "Operating loss carryforward subject to expiration" } } }, "localname": "DeferredTaxAssetsOperatingLossCarryforwardsSubjectToExpiration", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxCreditCarryforwardsResearch": { "auth_ref": [ "r522", "r524", "r525" ], "calculation": { "http://chargepoint.com/role/IncomeTaxesComponentsoftheCompanysDeferredIncomeTaxAssetsLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible research tax credit carryforwards.", "label": "Deferred Tax Assets, Tax Credit Carryforwards, Research", "terseLabel": "Research & development credits" } } }, "localname": "DeferredTaxAssetsTaxCreditCarryforwardsResearch", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesComponentsoftheCompanysDeferredIncomeTaxAssetsLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsShareBasedCompensationCost": { "auth_ref": [ "r524", "r525" ], "calculation": { "http://chargepoint.com/role/IncomeTaxesComponentsoftheCompanysDeferredIncomeTaxAssetsLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from share-based compensation.", "label": "Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost", "terseLabel": "Stock-based compensation" } } }, "localname": "DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsShareBasedCompensationCost", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesComponentsoftheCompanysDeferredIncomeTaxAssetsLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseReservesAndAccruals": { "auth_ref": [ "r524", "r525" ], "calculation": { "http://chargepoint.com/role/IncomeTaxesComponentsoftheCompanysDeferredIncomeTaxAssetsLiabilitiesDetails": { "order": 5.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from reserves and accruals.", "label": "Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals", "terseLabel": "Accruals and reserves" } } }, "localname": "DeferredTaxAssetsTaxDeferredExpenseReservesAndAccruals", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesComponentsoftheCompanysDeferredIncomeTaxAssetsLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r518" ], "calculation": { "http://chargepoint.com/role/IncomeTaxesComponentsoftheCompanysDeferredIncomeTaxAssetsLiabilitiesDetails": { "order": 3.0, "parentTag": "us-gaap_DeferredTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized.", "label": "Deferred Tax Assets, Valuation Allowance", "negatedLabel": "Less: valuation allowance" } } }, "localname": "DeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesComponentsoftheCompanysDeferredIncomeTaxAssetsLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilities": { "auth_ref": [ "r505", "r519" ], "calculation": { "http://chargepoint.com/role/IncomeTaxesComponentsoftheCompanysDeferredIncomeTaxAssetsLiabilitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after deferred tax asset, of deferred tax liability attributable to taxable differences without jurisdictional netting.", "label": "Deferred Tax Liabilities, Net", "negatedTotalLabel": "Net deferred tax liabilities" } } }, "localname": "DeferredTaxLiabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesComponentsoftheCompanysDeferredIncomeTaxAssetsLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesGoodwillAndIntangibleAssetsIntangibleAssets": { "auth_ref": [ "r524", "r525" ], "calculation": { "http://chargepoint.com/role/IncomeTaxesComponentsoftheCompanysDeferredIncomeTaxAssetsLiabilitiesDetails": { "order": 3.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from intangible assets other than goodwill.", "label": "Deferred Tax Liabilities, Intangible Assets", "negatedTerseLabel": "Acquired intangible assets" } } }, "localname": "DeferredTaxLiabilitiesGoodwillAndIntangibleAssetsIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesComponentsoftheCompanysDeferredIncomeTaxAssetsLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesLeasingArrangements": { "auth_ref": [ "r524", "r525" ], "calculation": { "http://chargepoint.com/role/IncomeTaxesComponentsoftheCompanysDeferredIncomeTaxAssetsLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from leasing arrangements.", "label": "Deferred Tax Liabilities, Leasing Arrangements", "negatedTerseLabel": "Operating lease right-of-use assets" } } }, "localname": "DeferredTaxLiabilitiesLeasingArrangements", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesComponentsoftheCompanysDeferredIncomeTaxAssetsLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesPropertyPlantAndEquipment": { "auth_ref": [ "r524", "r525" ], "calculation": { "http://chargepoint.com/role/IncomeTaxesComponentsoftheCompanysDeferredIncomeTaxAssetsLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from property, plant, and equipment.", "label": "Deferred Tax Liabilities, Property, Plant and Equipment", "negatedLabel": "Depreciation and amortization" } } }, "localname": "DeferredTaxLiabilitiesPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesComponentsoftheCompanysDeferredIncomeTaxAssetsLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedContributionPlanCostRecognized": { "auth_ref": [ "r448" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cost for defined contribution plan.", "label": "Defined Contribution Plan, Cost", "terseLabel": "401(K) contributions by employer" } } }, "localname": "DefinedContributionPlanCostRecognized", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EmployeeBenefitPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedContributionPlanTextBlock": { "auth_ref": [ "r448", "r449" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for defined contribution plan.", "label": "Defined Contribution Plan [Text Block]", "terseLabel": "Employee Benefit Plans" } } }, "localname": "DefinedContributionPlanTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EmployeeBenefitPlans" ], "xbrltype": "textBlockItemType" }, "us-gaap_Depreciation": { "auth_ref": [ "r122", "r313" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation.", "label": "Depreciation", "terseLabel": "Depreciation expense" } } }, "localname": "Depreciation", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BalanceSheetComponentsPropertyandEquipmentNetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DepreciationDepletionAndAmortization": { "auth_ref": [ "r122", "r227" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows": { "order": 11.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets.", "label": "Depreciation, Depletion and Amortization", "verboseLabel": "Depreciation and amortization" } } }, "localname": "DepreciationDepletionAndAmortization", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeContractTypeDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Financial instrument or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset.", "label": "Derivative Contract [Domain]", "terseLabel": "Derivative Contract [Domain]" } } }, "localname": "DerivativeContractTypeDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DerivativeGainOnDerivative": { "auth_ref": [ "r579" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in the fair value of derivatives recognized in the income statement.", "label": "Derivative, Gain on Derivative", "terseLabel": "Gain from change in fair value" } } }, "localname": "DerivativeGainOnDerivative", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeInstrumentRiskAxis": { "auth_ref": [ "r75", "r578", "r580", "r581", "r582" ], "lang": { "en-us": { "role": { "documentation": "Information by type of derivative contract.", "label": "Derivative Instrument [Axis]", "terseLabel": "Derivative Instrument [Axis]" } } }, "localname": "DerivativeInstrumentRiskAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativeLiabilities": { "auth_ref": [ "r71", "r72", "r75", "r610" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities not subject to a master netting arrangement and not elected to be offset.", "label": "Derivative Liability", "terseLabel": "Derivative liability" } } }, "localname": "DerivativeLiabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeLiabilityMeasurementInput": { "auth_ref": [ "r599" ], "lang": { "en-us": { "role": { "documentation": "Value of input used to measure derivative liability.", "label": "Derivative Liability, Measurement Input", "terseLabel": "Contingent earnout liability, measurement input" } } }, "localname": "DerivativeLiabilityMeasurementInput", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutFairValueInputsofWarrantsandContingentEarnoutLiabilityDetails" ], "xbrltype": "decimalItemType" }, "us-gaap_DilutiveSecuritiesEffectOnBasicEarningsPerShareOther": { "auth_ref": [], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofOperations": { "order": 1.0, "parentTag": "us-gaap_NetIncomeLossAvailableToCommonStockholdersDiluted", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) to net income used for calculating diluted earnings per share (EPS), resulting from the assumed exercise of dilutive convertible securities excluding adjustments related to ESOP convertible preferred stock, stock options, and restrictive stock units.", "label": "Dilutive Securities, Effect on Basic Earnings Per Share, Dilutive Convertible Securities", "terseLabel": "Change in fair value of dilutive warrants" } } }, "localname": "DilutiveSecuritiesEffectOnBasicEarningsPerShareOther", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BasicandDilutedNetLossperShareComputationofBasicandDilutedLossperShareDetails", "http://chargepoint.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_DisaggregationOfRevenueLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Disaggregation of Revenue [Line Items]", "terseLabel": "Disaggregation of Revenue [Line Items]" } } }, "localname": "DisaggregationOfRevenueLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/GeographicInformationDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesRevenueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DisaggregationOfRevenueTable": { "auth_ref": [ "r425", "r428", "r429", "r430", "r431", "r432", "r433", "r434" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about disaggregation of revenue into categories depicting how nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factor.", "label": "Disaggregation of Revenue [Table]", "terseLabel": "Disaggregation of Revenue [Table]" } } }, "localname": "DisaggregationOfRevenueTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/GeographicInformationDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesRevenueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock": { "auth_ref": [ "r497" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for share-based payment arrangement.", "label": "Share-based Payment Arrangement [Text Block]", "terseLabel": "Equity Plans and Stock-Based Compensation" } } }, "localname": "DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensation" ], "xbrltype": "textBlockItemType" }, "us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-based Payment Arrangement [Abstract]" } } }, "localname": "DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_DividendsPayableCurrentAndNoncurrent": { "auth_ref": [ "r23", "r25", "r709", "r727" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of dividends declared but unpaid on equity securities issued by the entity and outstanding.", "label": "Dividends Payable", "terseLabel": "Dividends payable" } } }, "localname": "DividendsPayableCurrentAndNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/RedeemableConvertiblePreferredStockNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DomesticCountryMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Designated tax department of the government that is entitled to levy and collect income taxes from the entity in its country of domicile.", "label": "Domestic Tax Authority [Member]", "terseLabel": "Domestic Tax Authority" } } }, "localname": "DomesticCountryMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EarningsPerShareAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Earnings Per Share [Abstract]" } } }, "localname": "EarningsPerShareAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_EarningsPerShareBasic": { "auth_ref": [ "r96", "r157", "r158", "r160", "r161", "r162", "r168", "r172", "r191", "r192", "r193", "r197", "r198", "r592", "r593", "r717", "r738" ], "lang": { "en-us": { "role": { "documentation": "The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.", "label": "Earnings Per Share, Basic", "terseLabel": "Net loss per share - Basic (USD per share)" } } }, "localname": "EarningsPerShareBasic", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BasicandDilutedNetLossperShareComputationofBasicandDilutedLossperShareDetails", "http://chargepoint.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerShareDiluted": { "auth_ref": [ "r96", "r157", "r158", "r160", "r161", "r162", "r172", "r191", "r192", "r193", "r197", "r198", "r592", "r593", "r717", "r738" ], "lang": { "en-us": { "role": { "documentation": "The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.", "label": "Earnings Per Share, Diluted", "terseLabel": "Net loss per share - Diluted (USD per share)" } } }, "localname": "EarningsPerShareDiluted", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BasicandDilutedNetLossperShareComputationofBasicandDilutedLossperShareDetails", "http://chargepoint.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerSharePolicyTextBlock": { "auth_ref": [ "r194", "r195" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements.", "label": "Earnings Per Share, Policy [Policy Text Block]", "terseLabel": "Net Loss per Share Attributable to Common Stockholders" } } }, "localname": "EarningsPerSharePolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_EarningsPerShareTextBlock": { "auth_ref": [ "r194", "r195", "r196", "r199" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for earnings per share.", "label": "Earnings Per Share [Text Block]", "terseLabel": "Basic and Diluted Net Loss per Share" } } }, "localname": "EarningsPerShareTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BasicandDilutedNetLossperShare" ], "xbrltype": "textBlockItemType" }, "us-gaap_EffectOfExchangeRateOnCashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents": { "auth_ref": [ "r623" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows": { "order": 4.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) from effect of exchange rate changes on cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; held in foreign currencies. Excludes amounts for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents", "terseLabel": "Effect of exchange rate changes on cash, cash equivalents, and restricted cash" } } }, "localname": "EffectOfExchangeRateOnCashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_EffectiveIncomeTaxRateContinuingOperations": { "auth_ref": [ "r507" ], "calculation": { "http://chargepoint.com/role/IncomeTaxesReconciliationofEffectiveIncomeTaxRateDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "lang": { "en-us": { "role": { "documentation": "Percentage of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.", "label": "Effective Income Tax Rate Reconciliation, Percent", "totalLabel": "Effective tax rate" } } }, "localname": "EffectiveIncomeTaxRateContinuingOperations", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesReconciliationofEffectiveIncomeTaxRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate": { "auth_ref": [ "r141", "r507", "r540" ], "calculation": { "http://chargepoint.com/role/IncomeTaxesReconciliationofEffectiveIncomeTaxRateDetails": { "order": 1.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of domestic federal statutory tax rate applicable to pretax income (loss).", "label": "Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent", "terseLabel": "Tax at federal statutory rate" } } }, "localname": "EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesReconciliationofEffectiveIncomeTaxRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r507", "r540" ], "calculation": { "http://chargepoint.com/role/IncomeTaxesReconciliationofEffectiveIncomeTaxRateDetails": { "order": 10.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to changes in the valuation allowance for deferred tax assets.", "label": "Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent", "terseLabel": "Change in valuation allowance" } } }, "localname": "EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesReconciliationofEffectiveIncomeTaxRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationNondeductibleExpenseAmortization": { "auth_ref": [ "r507", "r540" ], "calculation": { "http://chargepoint.com/role/IncomeTaxesReconciliationofEffectiveIncomeTaxRateDetails": { "order": 4.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to amortization.", "label": "Effective Income Tax Rate Reconciliation, Nondeductible Expense, Amortization, Percent", "terseLabel": "Intangible assets amortization" } } }, "localname": "EffectiveIncomeTaxRateReconciliationNondeductibleExpenseAmortization", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesReconciliationofEffectiveIncomeTaxRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationNondeductibleExpenseShareBasedCompensationCost": { "auth_ref": [ "r507", "r540" ], "calculation": { "http://chargepoint.com/role/IncomeTaxesReconciliationofEffectiveIncomeTaxRateDetails": { "order": 5.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying domestic federal statutory income tax rate to pretax income (loss) from continuing operation, attributable to nondeductible expense for share-based payment arrangement.", "label": "Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Payment Arrangement, Percent", "terseLabel": "Stock-based compensation" } } }, "localname": "EffectiveIncomeTaxRateReconciliationNondeductibleExpenseShareBasedCompensationCost", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesReconciliationofEffectiveIncomeTaxRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes": { "auth_ref": [ "r507", "r540" ], "calculation": { "http://chargepoint.com/role/IncomeTaxesReconciliationofEffectiveIncomeTaxRateDetails": { "order": 8.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations applicable to state and local income tax expense (benefit), net of federal tax expense (benefit).", "label": "Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent", "terseLabel": "State tax rate, net" } } }, "localname": "EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesReconciliationofEffectiveIncomeTaxRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationTaxCreditsResearch": { "auth_ref": [ "r507", "r540" ], "calculation": { "http://chargepoint.com/role/IncomeTaxesReconciliationofEffectiveIncomeTaxRateDetails": { "order": 9.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to research tax credit.", "label": "Effective Income Tax Rate Reconciliation, Tax Credit, Research, Percent", "terseLabel": "Research and development tax credits" } } }, "localname": "EffectiveIncomeTaxRateReconciliationTaxCreditsResearch", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesReconciliationofEffectiveIncomeTaxRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EmployeeRelatedLiabilitiesCurrent": { "auth_ref": [ "r58" ], "calculation": { "http://chargepoint.com/role/BalanceSheetComponentsAccruedandOtherCurrentLiabilitiesDetails": { "order": 4.0, "parentTag": "chpt_AccruedLiabilitiesAndOtherLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total of the carrying values as of the balance sheet date of obligations incurred through that date and payable for obligations related to services received from employees, such as accrued salaries and bonuses, payroll taxes and fringe benefits. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Employee-related Liabilities, Current", "terseLabel": "Payroll and related expenses" } } }, "localname": "EmployeeRelatedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BalanceSheetComponentsAccruedandOtherCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]", "terseLabel": "Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]" } } }, "localname": "EmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockbasedCompensationExpenseDetails" ], "xbrltype": "stringItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1": { "auth_ref": [ "r482" ], "lang": { "en-us": { "role": { "documentation": "Weighted-average period over which cost not yet recognized is expected to be recognized for award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition", "terseLabel": "Period for recognition (in years)" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedShareBasedAwardsOtherThanOptions": { "auth_ref": [ "r482" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cost to be recognized for nonvested award under share-based payment arrangement. Excludes share and unit options.", "label": "Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount", "terseLabel": "Share-based compensation cost not yet recognized" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedShareBasedAwardsOtherThanOptions", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedStockOptions": { "auth_ref": [ "r482" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cost to be recognized for option under share-based payment arrangement.", "label": "Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount", "terseLabel": "Unrecognized compensation expense" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedStockOptions", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "An Employee Stock Purchase Plan is a tax-efficient means by which employees of a corporation can purchase the corporation's stock.", "label": "Employee Stock [Member]", "terseLabel": "Employee stock purchase plan", "verboseLabel": "ESPP" } } }, "localname": "EmployeeStockMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BasicandDilutedNetLossperShareAntidilutiveSecuritiesDetails", "http://chargepoint.com/role/CommonStockReservedforFutureIssuanceDetails", "http://chargepoint.com/role/EquityPlansandStockBasedCompensationFairValueAssumptionsDetails", "http://chargepoint.com/role/EquityPlansandStockbasedCompensationNarrativeDetails", "http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockbasedCompensationExpenseDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EmployeeStockOptionMember": { "auth_ref": [ "r479" ], "lang": { "en-us": { "role": { "documentation": "Share-based payment arrangement granting right, subject to vesting and other restrictions, to purchase or sell certain number of shares at predetermined price for specified period of time.", "label": "Share-based Payment Arrangement, Option [Member]", "netLabel": "Stock Options", "terseLabel": "Stock options issued and outstanding", "verboseLabel": "Options to purchase common stock" } } }, "localname": "EmployeeStockOptionMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BasicandDilutedNetLossperShareAntidilutiveSecuritiesDetails", "http://chargepoint.com/role/CommonStockReservedforFutureIssuanceDetails", "http://chargepoint.com/role/EquityPlansandStockBasedCompensationFairValueAssumptionsDetails", "http://chargepoint.com/role/EquityPlansandStockbasedCompensationNarrativeDetails", "http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockbasedCompensationExpenseDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Equity [Abstract]" } } }, "localname": "EquityAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_EquityComponentDomain": { "auth_ref": [ "r2", "r89", "r90", "r91", "r148", "r149", "r150", "r153", "r163", "r166", "r201", "r275", "r402", "r409", "r489", "r490", "r491", "r532", "r533", "r591", "r624", "r625", "r626", "r627", "r628", "r629", "r749", "r750", "r751", "r795" ], "lang": { "en-us": { "role": { "documentation": "Components of equity are the parts of the total Equity balance including that which is allocated to common, preferred, treasury stock, retained earnings, etc.", "label": "Equity Component [Domain]", "terseLabel": "Equity Component [Domain]" } } }, "localname": "EquityComponentDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/CommonStockNarrativeDetails", "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutFairValueInputsofWarrantsandContingentEarnoutLiabilityDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutsWarrantActivityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ExtendedProductWarrantyPolicy": { "auth_ref": [ "r325", "r328" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for extended product warranties and other guarantee contracts including the methodology for measuring the liability.", "label": "Extended Product Warranty, Policy [Policy Text Block]", "terseLabel": "Warranty" } } }, "localname": "ExtendedProductWarrantyPolicy", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ExtinguishmentOfDebtAmount": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Gross amount of debt extinguished.", "label": "Extinguishment of Debt, Amount", "terseLabel": "Extinguishment of debt" } } }, "localname": "ExtinguishmentOfDebtAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/DebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueAdjustmentOfWarrants": { "auth_ref": [ "r122", "r380" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows": { "order": 12.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://chargepoint.com/role/ConsolidatedStatementsofOperations": { "order": 6.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense (income) related to adjustment to fair value of warrant liability.", "label": "Fair Value Adjustment of Warrants", "negatedTerseLabel": "Change in fair value of warrant liabilities", "terseLabel": "Change in fair value of warrant liabilities" } } }, "localname": "FairValueAdjustmentOfWarrants", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows", "http://chargepoint.com/role/ConsolidatedStatementsofOperations", "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]", "terseLabel": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsAssetsandLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable": { "auth_ref": [ "r594", "r595", "r596", "r606" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about asset and liability measured at fair value on recurring and nonrecurring basis.", "label": "Fair Value, Recurring and Nonrecurring [Table]", "terseLabel": "Fair Value, Recurring and Nonrecurring [Table]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsAssetsandLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value Measurement Inputs and Valuation Techniques [Line Items]", "terseLabel": "Fair Value Measurement Inputs and Valuation Techniques [Line Items]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsFairValueInputsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTable": { "auth_ref": [ "r597" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about input and valuation technique used to measure fair value and change in valuation approach and technique for each separate class of asset and liability measured on recurring and nonrecurring basis.", "label": "Fair Value Measurement Inputs and Valuation Techniques [Table]", "terseLabel": "Fair Value Measurement Inputs and Valuation Techniques [Table]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsFairValueInputsDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutFairValueInputsofWarrantsandContingentEarnoutLiabilityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTableTextBlock": { "auth_ref": [ "r597" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of input and valuation technique used to measure fair value and change in valuation approach and technique for each separate class of asset and liability measured on recurring and nonrecurring basis.", "label": "Fair Value Measurement Inputs and Valuation Techniques [Table Text Block]", "terseLabel": "Fair Value Measurement Inputs and Valuation Techniques" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsTables", "http://chargepoint.com/role/StockWarrantsandEarnoutTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueByFairValueHierarchyLevelAxis": { "auth_ref": [ "r361", "r375", "r376", "r439", "r440", "r441", "r442", "r443", "r444", "r445", "r447", "r595", "r672", "r673", "r674" ], "lang": { "en-us": { "role": { "documentation": "Information by level within fair value hierarchy and fair value measured at net asset value per share as practical expedient.", "label": "Fair Value Hierarchy and NAV [Axis]", "terseLabel": "Fair Value Hierarchy and NAV [Axis]" } } }, "localname": "FairValueByFairValueHierarchyLevelAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsAssetsandLiabilitiesDetails", "http://chargepoint.com/role/FairValueMeasurementsScheduleofChangesintheFairValueofLevel3FinancialInstrumentsDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsFairValueInputsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByLiabilityClassAxis": { "auth_ref": [ "r605", "r606" ], "lang": { "en-us": { "role": { "documentation": "Information by class of liability.", "label": "Liability Class [Axis]", "terseLabel": "Liability Class [Axis]" } } }, "localname": "FairValueByLiabilityClassAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsScheduleofChangesintheFairValueofLevel3FinancialInstrumentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByMeasurementFrequencyAxis": { "auth_ref": [ "r594", "r595", "r598", "r599", "r607" ], "lang": { "en-us": { "role": { "documentation": "Information by measurement frequency.", "label": "Measurement Frequency [Axis]", "terseLabel": "Measurement Frequency [Axis]" } } }, "localname": "FairValueByMeasurementFrequencyAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsAssetsandLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosuresAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Fair Value Disclosures [Abstract]" } } }, "localname": "FairValueDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosuresTextBlock": { "auth_ref": [ "r605" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.", "label": "Fair Value Disclosures [Text Block]", "terseLabel": "Fair Value Measurements" } } }, "localname": "FairValueDisclosuresTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/FairValueMeasurements" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueInputsLevel1Member": { "auth_ref": [ "r361", "r439", "r440", "r445", "r447", "r595", "r672" ], "lang": { "en-us": { "role": { "documentation": "Quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.", "label": "Fair Value, Inputs, Level 1 [Member]", "terseLabel": "Level 1" } } }, "localname": "FairValueInputsLevel1Member", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsAssetsandLiabilitiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueInputsLevel2Member": { "auth_ref": [ "r361", "r375", "r376", "r439", "r440", "r445", "r447", "r595", "r673" ], "lang": { "en-us": { "role": { "documentation": "Inputs other than quoted prices included within level 1 that are observable for an asset or liability, either directly or indirectly, including, but not limited to, quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in inactive markets.", "label": "Fair Value, Inputs, Level 2 [Member]", "terseLabel": "Level 2" } } }, "localname": "FairValueInputsLevel2Member", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsAssetsandLiabilitiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueInputsLevel3Member": { "auth_ref": [ "r361", "r375", "r376", "r439", "r440", "r441", "r442", "r443", "r444", "r445", "r447", "r595", "r674" ], "lang": { "en-us": { "role": { "documentation": "Unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Inputs, Level 3 [Member]", "terseLabel": "Level 3" } } }, "localname": "FairValueInputsLevel3Member", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsAssetsandLiabilitiesDetails", "http://chargepoint.com/role/FairValueMeasurementsScheduleofChangesintheFairValueofLevel3FinancialInstrumentsDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsFairValueInputsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationByLiabilityClassDomain": { "auth_ref": [ "r600" ], "lang": { "en-us": { "role": { "documentation": "Represents classes of liabilities measured and disclosed at fair value.", "label": "Fair Value by Liability Class [Domain]", "terseLabel": "Fair Value by Liability Class [Domain]" } } }, "localname": "FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationByLiabilityClassDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsScheduleofChangesintheFairValueofLevel3FinancialInstrumentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationCalculationRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]", "terseLabel": "Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]" } } }, "localname": "FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationCalculationRollForward", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsScheduleofChangesintheFairValueofLevel3FinancialInstrumentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]", "terseLabel": "Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]" } } }, "localname": "FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsNarrativeDetails", "http://chargepoint.com/role/FairValueMeasurementsScheduleofChangesintheFairValueofLevel3FinancialInstrumentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTable": { "auth_ref": [ "r600", "r606" ], "lang": { "en-us": { "role": { "documentation": "Schedule of information required and determined to be provided for purposes of reconciling beginning and ending balances of fair value measurements of liabilities using significant unobservable inputs (level 3). Separately presenting changes during the period, attributable to: (1) total gains or losses for the period (realized and unrealized) and location reported in the statement of income (or activities); (2) purchases, sales, issuances, and settlements (net); (3) transfers in and/or out of Level 3.", "label": "Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table]", "terseLabel": "Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table]" } } }, "localname": "FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsNarrativeDetails", "http://chargepoint.com/role/FairValueMeasurementsScheduleofChangesintheFairValueofLevel3FinancialInstrumentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock": { "auth_ref": [ "r600", "r606" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the fair value measurement of liabilities using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets), and gains or losses recognized in other comprehensive income (loss) and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs) by class of liability.", "label": "Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]", "terseLabel": "Summary of Changes in the Fair Value of the Company's Level 3 Financial Instruments" } } }, "localname": "FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueMeasurementFrequencyDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Measurement frequency.", "label": "Measurement Frequency [Domain]", "terseLabel": "Measurement Frequency [Domain]" } } }, "localname": "FairValueMeasurementFrequencyDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsAssetsandLiabilitiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationLiabilityTransfersIntoLevel3": { "auth_ref": [ "r603" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of transfers of financial instrument classified as a liability into level 3 of the fair value hierarchy.", "label": "Fair Value, Measurement with Unobservable Inputs Reconciliation, Liability, Transfers Into Level 3", "terseLabel": "Reclassification of remaining contingent earnout liability upon triggering event" } } }, "localname": "FairValueMeasurementWithUnobservableInputsReconciliationLiabilityTransfersIntoLevel3", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsScheduleofChangesintheFairValueofLevel3FinancialInstrumentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetGainLossIncludedInEarnings1": { "auth_ref": [ "r601" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of gain (loss) recognized in income from asset measured at fair value on recurring basis using unobservable input (level 3).", "label": "Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings", "negatedTerseLabel": "Change in fair value" } } }, "localname": "FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetGainLossIncludedInEarnings1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsScheduleofChangesintheFairValueofLevel3FinancialInstrumentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetPurchases": { "auth_ref": [ "r602" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of purchases of financial instrument classified as an asset measured using unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases", "negatedTerseLabel": "Contingent earnout liability recognized upon the acquisition of ViriCiti (\u201cViriCiti Earnout\u201d)" } } }, "localname": "FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetPurchases", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsScheduleofChangesintheFairValueofLevel3FinancialInstrumentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityIssues": { "auth_ref": [ "r602" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of issuances of financial instrument classified as a liability measured using unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Issuances", "terseLabel": "Issuance of earnout shares upon triggering events" } } }, "localname": "FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityIssues", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsScheduleofChangesintheFairValueofLevel3FinancialInstrumentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityPurchases": { "auth_ref": [ "r602" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of purchases of financial instrument classified as a liability measured using unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases", "terseLabel": "Private placement warrant liability acquired as part of the merger" } } }, "localname": "FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityPurchases", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsScheduleofChangesintheFairValueofLevel3FinancialInstrumentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilitySettlements": { "auth_ref": [ "r602" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of settlements of financial instrument classified as a liability measured using unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements", "negatedTerseLabel": "Contingent earnout liability recognized upon the closing of the reverse recapitalization" } } }, "localname": "FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilitySettlements", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsScheduleofChangesintheFairValueofLevel3FinancialInstrumentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue": { "auth_ref": [ "r600" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value of financial instrument classified as a liability measured using unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value", "negatedPeriodEndLabel": "Ending balance", "negatedPeriodStartLabel": "Beginning balance" } } }, "localname": "FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsScheduleofChangesintheFairValueofLevel3FinancialInstrumentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueMeasurementsFairValueHierarchyDomain": { "auth_ref": [ "r361", "r375", "r376", "r439", "r440", "r441", "r442", "r443", "r444", "r445", "r447", "r672", "r673", "r674" ], "lang": { "en-us": { "role": { "documentation": "Categories used to prioritize the inputs to valuation techniques to measure fair value.", "label": "Fair Value Hierarchy and NAV [Domain]", "terseLabel": "Fair Value Hierarchy and NAV [Domain]" } } }, "localname": "FairValueMeasurementsFairValueHierarchyDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsAssetsandLiabilitiesDetails", "http://chargepoint.com/role/FairValueMeasurementsScheduleofChangesintheFairValueofLevel3FinancialInstrumentsDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsFairValueInputsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementsRecurringMember": { "auth_ref": [ "r605", "r607" ], "lang": { "en-us": { "role": { "documentation": "Frequent fair value measurement. Includes, but is not limited to, fair value adjustment for impairment of asset, liability or equity, frequently measured at fair value.", "label": "Fair Value, Recurring [Member]", "terseLabel": "Fair Value, Recurring" } } }, "localname": "FairValueMeasurementsRecurringMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsAssetsandLiabilitiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisChangeInUnrealizedGainLoss": { "auth_ref": [ "r604" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of unrealized gain (loss) recognized in income for derivative asset (liability) after deduction of derivative liability (asset), measured at fair value using unobservable input (level 3) and still held.", "label": "Fair Value, Net Derivative Asset (Liability), Recurring Basis, Still Held, Unrealized Gain (Loss)", "terseLabel": "Fair value adjustment of warrants" } } }, "localname": "FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisChangeInUnrealizedGainLoss", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueOfFinancialInstrumentsPolicy": { "auth_ref": [ "r608", "r609" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for determining the fair value of financial instruments.", "label": "Fair Value of Financial Instruments, Policy [Policy Text Block]", "terseLabel": "Fair Value of Financial Instruments" } } }, "localname": "FairValueOfFinancialInstrumentsPolicy", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_FinancialLiabilitiesFairValueDisclosure": { "auth_ref": [], "calculation": { "http://chargepoint.com/role/FairValueMeasurementsAssetsandLiabilitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value of financial obligations, including, but not limited to, debt instruments, derivative liabilities, federal funds purchased and sold under agreements to repurchase, securities loaned or sold under agreements to repurchase, financial instruments sold not yet purchased, guarantees, line of credit, loans and notes payable, servicing liability, and trading liabilities.", "label": "Financial Liabilities Fair Value Disclosure", "totalLabel": "Total financial liabilities" } } }, "localname": "FinancialLiabilitiesFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetUsefulLife": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Useful life of finite-lived intangible assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Finite-Lived Intangible Asset, Useful Life", "terseLabel": "Useful life (in years)" } } }, "localname": "FiniteLivedIntangibleAssetUsefulLife", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsScheduleofIntangibleAssetsDetails" ], "xbrltype": "durationItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAccumulatedAmortization": { "auth_ref": [ "r307" ], "calculation": { "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsScheduleofIntangibleAssetsDetails": { "order": 2.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accumulated amount of amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Accumulated Amortization", "negatedTerseLabel": "Accumulated amortization", "terseLabel": "Accumulated amortization" } } }, "localname": "FiniteLivedIntangibleAssetsAccumulatedAmortization", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsScheduleofIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAcquiredAsPartOfBusinessCombinationTable": { "auth_ref": [ "r302" ], "lang": { "en-us": { "role": { "documentation": "A table containing detailed characteristics of finite-lived intangible assets acquired during a business combination. Finite-lived intangible assets are assets that have no physical form, but have expected future economic benefit, and are expected to be used over a defined period. Acquired finite-lived intangible assets are disclosed by major class (assets that can be grouped together because they are similar, either by their nature or by their use in operations of the Entity) and in total. Additionally, any significant residual value (the expected value of the asset at the end of its useful life) and the weighted-average amortization period are also disclosed.", "label": "Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table]", "terseLabel": "Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table]" } } }, "localname": "FiniteLivedIntangibleAssetsAcquiredAsPartOfBusinessCombinationTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesIntangibleAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis": { "auth_ref": [ "r302", "r304", "r307", "r308", "r686", "r690" ], "lang": { "en-us": { "role": { "documentation": "Information by major type or class of finite-lived intangible assets.", "label": "Finite-Lived Intangible Assets by Major Class [Axis]", "terseLabel": "Finite-Lived Intangible Assets by Major Class [Axis]" } } }, "localname": "FiniteLivedIntangibleAssetsByMajorClassAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryAssetsandLiabilitiesAcquiredDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsScheduleofIntangibleAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsGross": { "auth_ref": [ "r307", "r690" ], "calculation": { "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsScheduleofIntangibleAssetsDetails": { "order": 1.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Gross", "terseLabel": "Cost" } } }, "localname": "FiniteLivedIntangibleAssetsGross", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsScheduleofIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsMajorClassNameDomain": { "auth_ref": [ "r302", "r306" ], "lang": { "en-us": { "role": { "documentation": "The major class of finite-lived intangible asset (for example, patents, trademarks, copyrights, etc.) A major class is composed of intangible assets that can be grouped together because they are similar, either by their nature or by their use in the operations of a company.", "label": "Finite-Lived Intangible Assets, Major Class Name [Domain]", "terseLabel": "Finite-Lived Intangible Assets, Major Class Name [Domain]" } } }, "localname": "FiniteLivedIntangibleAssetsMajorClassNameDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryAssetsandLiabilitiesAcquiredDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsScheduleofIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FiniteLivedIntangibleAssetsNet": { "auth_ref": [ "r307", "r686" ], "calculation": { "http://chargepoint.com/role/ConsolidatedBalanceSheets": { "order": 6.0, "parentTag": "us-gaap_Assets", "weight": 1.0 }, "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsScheduleofIntangibleAssetsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Net", "terseLabel": "Intangible assets, net", "totalLabel": "Net" } } }, "localname": "FiniteLivedIntangibleAssetsNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheets", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsScheduleofIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock": { "auth_ref": [ "r631" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for (1) transactions denominated in a currency other than the reporting enterprise's functional currency, (2) translating foreign currency financial statements that are incorporated into the financial statements of the reporting enterprise by consolidation, combination, or the equity method of accounting, and (3) remeasurement of the financial statements of a foreign reporting enterprise in a hyperinflationary economy.", "label": "Foreign Currency Transactions and Translations Policy [Policy Text Block]", "terseLabel": "Foreign Currency" } } }, "localname": "ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_FurnitureAndFixturesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Equipment commonly used in offices and stores that have no permanent connection to the structure of a building or utilities. Examples include, but are not limited to, desks, chairs, tables, and bookcases.", "label": "Furniture and Fixtures [Member]", "terseLabel": "Furniture and fixtures" } } }, "localname": "FurnitureAndFixturesMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BalanceSheetComponentsPropertyandEquipmentNetDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesScheduleofPropertyandEquipmentDetails" ], "xbrltype": "domainItemType" }, "us-gaap_GeneralAndAdministrativeExpense": { "auth_ref": [ "r102" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofOperations": { "order": 3.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line.", "label": "General and Administrative Expense", "terseLabel": "General and administrative" } } }, "localname": "GeneralAndAdministrativeExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_GeneralAndAdministrativeExpenseMember": { "auth_ref": [ "r97" ], "lang": { "en-us": { "role": { "documentation": "Primary financial statement caption encompassing general and administrative expense.", "label": "General and Administrative Expense [Member]", "terseLabel": "General and administrative" } } }, "localname": "GeneralAndAdministrativeExpenseMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockbasedCompensationExpenseDetails" ], "xbrltype": "domainItemType" }, "us-gaap_Goodwill": { "auth_ref": [ "r294", "r295", "r668", "r705" ], "calculation": { "http://chargepoint.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_Assets", "weight": 1.0 }, "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryAssetsandLiabilitiesAcquiredDetails": { "order": 4.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill", "periodEndLabel": "Ending balance", "periodStartLabel": "Beginning balance", "terseLabel": "Goodwill" } } }, "localname": "Goodwill", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheets", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryAssetsandLiabilitiesAcquiredDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsScheduleofGoodwillDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesGoodwillDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillAcquiredDuringPeriod": { "auth_ref": [ "r297" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized resulting from a business combination.", "label": "Goodwill, Acquired During Period", "terseLabel": "Goodwill acquired" } } }, "localname": "GoodwillAcquiredDuringPeriod", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsScheduleofGoodwillDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillAndIntangibleAssetImpairment": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Total loss recognized during the period from the impairment of goodwill plus the loss recognized in the period resulting from the impairment of the carrying amount of intangible assets, other than goodwill.", "label": "Goodwill and Intangible Asset Impairment", "terseLabel": "Impairment of acquired intangible assets and goodwill" } } }, "localname": "GoodwillAndIntangibleAssetImpairment", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillAndIntangibleAssetsGoodwillPolicy": { "auth_ref": [ "r300" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for goodwill. This accounting policy also may address how an entity assesses and measures impairment of goodwill, how reporting units are determined, how goodwill is allocated to such units, and how the fair values of the reporting units are determined.", "label": "Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]", "terseLabel": "Goodwill" } } }, "localname": "GoodwillAndIntangibleAssetsGoodwillPolicy", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_GoodwillAndIntangibleAssetsIntangibleAssetsPolicy": { "auth_ref": [ "r305" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for intangible assets. This accounting policy may address both intangible assets subject to amortization and those that are not. The following also may be disclosed: (1) a description of intangible assets (2) the estimated useful lives of those assets (3) the amortization method used (4) how the entity assesses and measures impairment of such assets (5) how future cash flows are estimated (6) how the fair values of such asset are determined.", "label": "Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block]", "terseLabel": "Intangible Assets" } } }, "localname": "GoodwillAndIntangibleAssetsIntangibleAssetsPolicy", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_GoodwillForeignCurrencyTranslationGainLoss": { "auth_ref": [ "r298" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of foreign currency translation gain (loss) which increases (decreases) an asset representing future economic benefits from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill, Foreign Currency Translation Gain (Loss)", "terseLabel": "Foreign exchange fluctuations" } } }, "localname": "GoodwillForeignCurrencyTranslationGainLoss", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsScheduleofGoodwillDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillImpairedAccumulatedImpairmentLoss": { "auth_ref": [ "r296", "r299" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated impairment loss for an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill, Impaired, Accumulated Impairment Loss", "terseLabel": "Goodwill impairment" } } }, "localname": "GoodwillImpairedAccumulatedImpairmentLoss", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesGoodwillDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Goodwill [Roll Forward]", "terseLabel": "Goodwill [Roll Forward]" } } }, "localname": "GoodwillRollForward", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsScheduleofGoodwillDetails" ], "xbrltype": "stringItemType" }, "us-gaap_GrossProfit": { "auth_ref": [ "r100", "r138", "r229", "r238", "r241", "r244", "r247", "r271", "r331", "r332", "r333", "r336", "r337", "r338", "r339", "r340", "r342", "r343", "r614" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofOperations": { "order": 2.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.", "label": "Gross Profit", "totalLabel": "Gross profit" } } }, "localname": "GrossProfit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_ImpairmentOfLongLivedAssetsHeldForUse": { "auth_ref": [ "r122", "r312", "r317" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate amount of write-downs for impairments recognized during the period for long lived assets held for use (including those held for disposal by means other than sale).", "label": "Impairment, Long-Lived Asset, Held-for-Use", "terseLabel": "Impairment of long-lived assets" } } }, "localname": "ImpairmentOfLongLivedAssetsHeldForUse", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesImpairmentofLongLivedAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock": { "auth_ref": [ "r311", "r320" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for recognizing and measuring the impairment of long-lived assets. An entity also may disclose its accounting policy for long-lived assets to be sold. This policy excludes goodwill and intangible assets.", "label": "Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]", "terseLabel": "Impairment of Long-Lived Assets" } } }, "localname": "ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeLossAttributableToParentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income (Loss) Attributable to Parent, before Tax [Abstract]", "terseLabel": "Loss before income taxes" } } }, "localname": "IncomeLossAttributableToParentAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesProvisionforIncomeTaxesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic": { "auth_ref": [ "r140", "r539" ], "calculation": { "http://chargepoint.com/role/IncomeTaxesProvisionforIncomeTaxesDetails": { "order": 2.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of earnings or loss from continuing operations before income taxes that is attributable to domestic operations.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Domestic", "terseLabel": "Domestic" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesProvisionforIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest": { "auth_ref": [ "r93", "r229", "r238", "r241", "r244", "r247", "r703", "r714", "r720", "r739" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofOperations": { "order": 1.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": 1.0 }, "http://chargepoint.com/role/IncomeTaxesProvisionforIncomeTaxesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest", "totalLabel": "Net loss before income taxes" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofOperations", "http://chargepoint.com/role/IncomeTaxesProvisionforIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesForeign": { "auth_ref": [ "r140", "r539" ], "calculation": { "http://chargepoint.com/role/IncomeTaxesProvisionforIncomeTaxesDetails": { "order": 1.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of earnings or loss from continuing operations before income taxes that is attributable to foreign operations, which is defined as Income or Loss generated from operations located outside the entity's country of domicile.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Foreign", "terseLabel": "Foreign" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesForeign", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesProvisionforIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeStatementAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Statement [Abstract]" } } }, "localname": "IncomeStatementAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementLocationAxis": { "auth_ref": [ "r318", "r321" ], "lang": { "en-us": { "role": { "documentation": "Information by location in the income statement.", "label": "Income Statement Location [Axis]", "terseLabel": "Income Statement Location [Axis]" } } }, "localname": "IncomeStatementLocationAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockbasedCompensationExpenseDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementLocationDomain": { "auth_ref": [ "r321" ], "lang": { "en-us": { "role": { "documentation": "Location in the income statement.", "label": "Income Statement Location [Domain]", "terseLabel": "Income Statement Location [Domain]" } } }, "localname": "IncomeStatementLocationDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockbasedCompensationExpenseDetails" ], "xbrltype": "domainItemType" }, "us-gaap_IncomeTaxAuthorityAxis": { "auth_ref": [ "r509" ], "lang": { "en-us": { "role": { "documentation": "Information by tax jurisdiction.", "label": "Income Tax Authority [Axis]", "terseLabel": "Income Tax Authority [Axis]" } } }, "localname": "IncomeTaxAuthorityAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxAuthorityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Agency, division or body classification that levies income taxes, examines tax returns for compliance, or grants exemptions from or makes other decisions pertaining to income taxes.", "label": "Income Tax Authority [Domain]", "terseLabel": "Income Tax Authority [Domain]" } } }, "localname": "IncomeTaxAuthorityDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_IncomeTaxDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Tax Disclosure [Abstract]" } } }, "localname": "IncomeTaxDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxDisclosureTextBlock": { "auth_ref": [ "r141", "r508", "r514", "r521", "r534", "r541", "r543", "r544", "r545" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.", "label": "Income Tax Disclosure [Text Block]", "terseLabel": "Income Taxes" } } }, "localname": "IncomeTaxDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxes" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxExpenseBenefit": { "auth_ref": [ "r142", "r165", "r166", "r228", "r506", "r535", "r542", "r740" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofOperations": { "order": 2.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": -1.0 }, "http://chargepoint.com/role/IncomeTaxesComponentsoftheIncomeTaxExpenseBenefitDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.", "label": "Income Tax Expense (Benefit)", "terseLabel": "Provision (benefit) for income taxes", "totalLabel": "Total provision for income taxes" } } }, "localname": "IncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofOperations", "http://chargepoint.com/role/IncomeTaxesComponentsoftheIncomeTaxExpenseBenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxPolicyTextBlock": { "auth_ref": [ "r88", "r502", "r503", "r514", "r515", "r520", "r528" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.", "label": "Income Tax, Policy [Policy Text Block]", "terseLabel": "Income Taxes" } } }, "localname": "IncomeTaxPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxesPaidNet": { "auth_ref": [ "r126" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The amount of cash paid during the current period to foreign, federal, state, and local authorities as taxes on income, net of any cash received during the current period as refunds for the overpayment of taxes.", "label": "Income Taxes Paid, Net", "terseLabel": "Cash paid for taxes" } } }, "localname": "IncomeTaxesPaidNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsPayable": { "auth_ref": [ "r121" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the aggregate amount of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business.", "label": "Increase (Decrease) in Accounts Payable", "terseLabel": "Accounts payable" } } }, "localname": "IncreaseDecreaseInAccountsPayable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsReceivable": { "auth_ref": [ "r121" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows": { "order": 17.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services.", "label": "Increase (Decrease) in Accounts Receivable", "negatedTerseLabel": "Accounts receivable, net" } } }, "localname": "IncreaseDecreaseInAccountsReceivable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccruedLiabilitiesAndOtherOperatingLiabilities": { "auth_ref": [ "r121" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in accrued expenses, and obligations classified as other.", "label": "Increase (Decrease) in Accrued Liabilities and Other Operating Liabilities", "terseLabel": "Accrued and other liabilities" } } }, "localname": "IncreaseDecreaseInAccruedLiabilitiesAndOtherOperatingLiabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInContractWithCustomerLiability": { "auth_ref": [ "r121", "r682" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in obligation to transfer good or service to customer for which consideration has been received or is receivable.", "label": "Increase (Decrease) in Contract with Customer, Liability", "terseLabel": "Deferred revenue" } } }, "localname": "IncreaseDecreaseInContractWithCustomerLiability", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInInventories": { "auth_ref": [ "r121" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows": { "order": 15.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the aggregate value of all inventory held by the reporting entity, associated with underlying transactions that are classified as operating activities.", "label": "Increase (Decrease) in Inventories", "negatedTerseLabel": "Inventories" } } }, "localname": "IncreaseDecreaseInInventories", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInOperatingLeaseLiability": { "auth_ref": [ "r121", "r645" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows": { "order": 16.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in obligation for operating lease.", "label": "Increase (Decrease) in Operating Lease Liability", "terseLabel": "Operating lease liabilities" } } }, "localname": "IncreaseDecreaseInOperatingLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInOtherOperatingAssetsAndLiabilitiesNetAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Increase (Decrease) in Other Operating Assets and Liabilities, Net [Abstract]", "terseLabel": "Changes in operating assets and liabilities, net of effect of acquisitions:" } } }, "localname": "IncreaseDecreaseInOtherOperatingAssetsAndLiabilitiesNetAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_IncreaseDecreaseInPrepaidDeferredExpenseAndOtherAssets": { "auth_ref": [ "r121" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in prepaid expenses, and assets classified as other.", "label": "Increase (Decrease) in Prepaid Expense and Other Assets", "negatedTerseLabel": "Prepaid expenses and other assets" } } }, "localname": "IncreaseDecreaseInPrepaidDeferredExpenseAndOtherAssets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInStockholdersEquityRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Increase (Decrease) in Stockholders' Equity [Roll Forward]", "terseLabel": "Increase (Decrease) in Stockholders' Equity [Roll Forward]" } } }, "localname": "IncreaseDecreaseInStockholdersEquityRollForward", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "stringItemType" }, "us-gaap_IncreaseDecreaseInTemporaryEquityRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Increase (Decrease) in Temporary Equity [Roll Forward]", "terseLabel": "Increase (Decrease) in Temporary Equity [Roll Forward]" } } }, "localname": "IncreaseDecreaseInTemporaryEquityRollForward", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "stringItemType" }, "us-gaap_IncrementalCommonSharesAttributableToCallOptionsAndWarrants": { "auth_ref": [ "r173", "r174", "r175", "r193" ], "calculation": { "http://chargepoint.com/role/BasicandDilutedNetLossperShareComputationofBasicandDilutedLossperShareDetails": { "order": 1.0, "parentTag": "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Additional shares included in the calculation of diluted EPS as a result of the potentially dilutive effect of call options and warrants using the treasury stock method.", "label": "Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants", "terseLabel": "Add: Public and Private Placement Warrants under the treasury stock method (in shares)" } } }, "localname": "IncrementalCommonSharesAttributableToCallOptionsAndWarrants", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BasicandDilutedNetLossperShareComputationofBasicandDilutedLossperShareDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_IncrementalCommonSharesAttributableToContingentlyIssuableShares": { "auth_ref": [ "r174", "r175", "r181", "r182", "r183", "r184", "r185", "r186", "r187", "r193" ], "calculation": { "http://chargepoint.com/role/BasicandDilutedNetLossperShareComputationofBasicandDilutedLossperShareDetails": { "order": 2.0, "parentTag": "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Additional shares included in the calculation of diluted EPS as a result of the potentially dilutive effect of contingently issuable shares. Contingently issuable shares are those shares that are issuable for little or no cash contingent on certain conditions being met.", "label": "Incremental Common Shares Attributable to Dilutive Effect of Contingently Issuable Shares", "terseLabel": "Add: Earnout Shares under the treasury stock method (in shares)" } } }, "localname": "IncrementalCommonSharesAttributableToContingentlyIssuableShares", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BasicandDilutedNetLossperShareComputationofBasicandDilutedLossperShareDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_InterestExpense": { "auth_ref": [ "r92", "r226", "r632", "r635", "r719" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofOperations": { "order": 1.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the cost of borrowed funds accounted for as interest expense.", "label": "Interest Expense", "negatedTerseLabel": "Interest expense" } } }, "localname": "InterestExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestExpenseLongTermDebt": { "auth_ref": [ "r718", "r787", "r788" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Aggregate amount of interest paid or due on all long-term debt.", "label": "Interest Expense, Long-term Debt", "terseLabel": "Interest expense" } } }, "localname": "InterestExpenseLongTermDebt", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/DebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestPaidNet": { "auth_ref": [ "r117", "r119", "r126" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash paid for interest, excluding capitalized interest, classified as operating activity. Includes, but is not limited to, payment to settle zero-coupon bond for accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount.", "label": "Interest Paid, Excluding Capitalized Interest, Operating Activities", "terseLabel": "Cash paid for interest" } } }, "localname": "InterestPaidNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestPayableCurrentAndNoncurrent": { "auth_ref": [ "r712", "r735" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of interest payable on debt, including, but not limited to, trade payables.", "label": "Interest Payable", "terseLabel": "Interest payable" } } }, "localname": "InterestPayableCurrentAndNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/DebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InternalUseSoftwarePolicy": { "auth_ref": [ "r309", "r310" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for costs incurred when both (1) the software is acquired, internally developed, or modified solely to meet the entity's internal needs, and (2) during the software's development or modification, no substantive plan exists or is being developed to market the software externally.", "label": "Internal Use Software, Policy [Policy Text Block]", "terseLabel": "Internal-Use Software Development Costs" } } }, "localname": "InternalUseSoftwarePolicy", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_InventoryFinishedGoodsNetOfReserves": { "auth_ref": [ "r41", "r286" ], "calculation": { "http://chargepoint.com/role/BalanceSheetComponentsInventoriesDetails": { "order": 1.0, "parentTag": "us-gaap_InventoryNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Carrying amount, net of valuation reserves and adjustments, as of the balance sheet date of merchandise or goods held by the company that are readily available for sale.", "label": "Inventory, Finished Goods, Net of Reserves", "terseLabel": "Finished goods" } } }, "localname": "InventoryFinishedGoodsNetOfReserves", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BalanceSheetComponentsInventoriesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InventoryNet": { "auth_ref": [ "r9", "r67", "r668" ], "calculation": { "http://chargepoint.com/role/BalanceSheetComponentsInventoriesDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://chargepoint.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after valuation and LIFO reserves of inventory expected to be sold, or consumed within one year or operating cycle, if longer.", "label": "Inventory, Net", "terseLabel": "Inventories", "totalLabel": "Total Inventories" } } }, "localname": "InventoryNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BalanceSheetComponentsInventoriesDetails", "http://chargepoint.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_InventoryPolicyTextBlock": { "auth_ref": [ "r17", "r68", "r132", "r200", "r284", "r285", "r287", "r683" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of inventory accounting policy for inventory classes, including, but not limited to, basis for determining inventory amounts, methods by which amounts are added and removed from inventory classes, loss recognition on impairment of inventories, and situations in which inventories are stated above cost.", "label": "Inventory, Policy [Policy Text Block]", "terseLabel": "Inventories" } } }, "localname": "InventoryPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_InventoryRawMaterialsNetOfReserves": { "auth_ref": [ "r43", "r286" ], "calculation": { "http://chargepoint.com/role/BalanceSheetComponentsInventoriesDetails": { "order": 3.0, "parentTag": "us-gaap_InventoryNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Carrying amount, net of valuation reserves and adjustments, as of the balance sheet date of unprocessed items to be consumed in the manufacturing or production process.", "label": "Inventory, Raw Materials, Net of Reserves", "terseLabel": "Raw materials" } } }, "localname": "InventoryRawMaterialsNetOfReserves", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BalanceSheetComponentsInventoriesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InventoryWorkInProcessNetOfReserves": { "auth_ref": [ "r42", "r286" ], "calculation": { "http://chargepoint.com/role/BalanceSheetComponentsInventoriesDetails": { "order": 2.0, "parentTag": "us-gaap_InventoryNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Carrying amount, net of reserves and adjustments, as of the balance sheet date of merchandise or goods which are partially completed. This inventory is generally comprised of raw materials, labor and factory overhead costs, which require further materials, labor and overhead to be converted into finished goods, and which generally require the use of estimates to determine percentage complete and pricing.", "label": "Inventory, Work in Process, Net of Reserves", "terseLabel": "Work-in-progress" } } }, "localname": "InventoryWorkInProcessNetOfReserves", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BalanceSheetComponentsInventoriesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InvestmentIncomeInterest": { "auth_ref": [ "r103", "r225" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofOperations": { "order": 7.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount before accretion (amortization) of purchase discount (premium) of interest income on nonoperating securities.", "label": "Investment Income, Interest", "terseLabel": "Interest income" } } }, "localname": "InvestmentIncomeInterest", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_LeaseCost": { "auth_ref": [ "r648", "r650" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of lease cost recognized by lessee for lease contract.", "label": "Lease, Cost", "terseLabel": "Lease cost" } } }, "localname": "LeaseCost", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/LeasesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LeaseCostTableTextBlock": { "auth_ref": [ "r648" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of lessee's lease cost. Includes, but is not limited to, interest expense for finance lease, amortization of right-of-use asset for finance lease, operating lease cost, short-term lease cost, variable lease cost and sublease income.", "label": "Lease, Cost [Table Text Block]", "terseLabel": "Lease, Cost" } } }, "localname": "LeaseCostTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/LeasesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_LeaseholdImprovementsMember": { "auth_ref": [ "r314" ], "lang": { "en-us": { "role": { "documentation": "Additions or improvements to assets held under a lease arrangement.", "label": "Leasehold Improvements [Member]", "terseLabel": "Leasehold improvements" } } }, "localname": "LeaseholdImprovementsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BalanceSheetComponentsPropertyandEquipmentNetDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LeasesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Leases [Abstract]" } } }, "localname": "LeasesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_LesseeLeaseDescriptionLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Lessee, Lease, Description [Line Items]", "terseLabel": "Lessee, Lease, Description [Line Items]" } } }, "localname": "LesseeLeaseDescriptionLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/LeasesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LesseeLeaseDescriptionTable": { "auth_ref": [ "r644" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about lessee's leases.", "label": "Lessee, Lease, Description [Table]", "terseLabel": "Lessee, Lease, Description [Table]" } } }, "localname": "LesseeLeaseDescriptionTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/LeasesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LesseeLeasesPolicyTextBlock": { "auth_ref": [ "r642" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for leasing arrangement entered into by lessee.", "label": "Lessee, Leases [Policy Text Block]", "terseLabel": "Leases, Lessee" } } }, "localname": "LesseeLeasesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityMaturityTableTextBlock": { "auth_ref": [ "r649" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of undiscounted cash flows of lessee's operating lease liability. Includes, but is not limited to, reconciliation of undiscounted cash flows to operating lease liability recognized in statement of financial position.", "label": "Lessee, Operating Lease, Liability, Maturity [Table Text Block]", "terseLabel": "Lessee, Operating Lease, Liability, Maturity" } } }, "localname": "LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/LeasesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue": { "auth_ref": [ "r649" ], "calculation": { "http://chargepoint.com/role/LeasesScheduleofLeaseMaturityDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://chargepoint.com/role/LeasesScheduleofLeaseMaturityDetails_1": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease.", "label": "Lessee, Operating Lease, Liability, to be Paid", "totalLabel": "Total undiscounted operating lease payments" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/LeasesScheduleofLeaseMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueAfterYearFive": { "auth_ref": [ "r649" ], "calculation": { "http://chargepoint.com/role/LeasesScheduleofLeaseMaturityDetails": { "order": 2.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease due after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, after Year Five", "terseLabel": "Thereafter" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueAfterYearFive", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/LeasesScheduleofLeaseMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths": { "auth_ref": [ "r649" ], "calculation": { "http://chargepoint.com/role/LeasesScheduleofLeaseMaturityDetails": { "order": 5.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year One", "terseLabel": "2023" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/LeasesScheduleofLeaseMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearFive": { "auth_ref": [ "r649" ], "calculation": { "http://chargepoint.com/role/LeasesScheduleofLeaseMaturityDetails": { "order": 4.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Five", "terseLabel": "2027" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearFive", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/LeasesScheduleofLeaseMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearFour": { "auth_ref": [ "r649" ], "calculation": { "http://chargepoint.com/role/LeasesScheduleofLeaseMaturityDetails": { "order": 6.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Four", "terseLabel": "2026" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearFour", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/LeasesScheduleofLeaseMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearThree": { "auth_ref": [ "r649" ], "calculation": { "http://chargepoint.com/role/LeasesScheduleofLeaseMaturityDetails": { "order": 3.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Three", "terseLabel": "2025" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearThree", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/LeasesScheduleofLeaseMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearTwo": { "auth_ref": [ "r649" ], "calculation": { "http://chargepoint.com/role/LeasesScheduleofLeaseMaturityDetails": { "order": 1.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Two", "terseLabel": "2024" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearTwo", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/LeasesScheduleofLeaseMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityUndiscountedExcessAmount": { "auth_ref": [ "r649" ], "calculation": { "http://chargepoint.com/role/LeasesScheduleofLeaseMaturityDetails_1": { "order": 1.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payments in excess of discounted obligation for lease payments for operating lease.", "label": "Lessee, Operating Lease, Liability, Undiscounted Excess Amount", "negatedTerseLabel": "Less: imputed interest" } } }, "localname": "LesseeOperatingLeaseLiabilityUndiscountedExcessAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/LeasesScheduleofLeaseMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseRenewalTerm": { "auth_ref": [ "r643" ], "lang": { "en-us": { "role": { "documentation": "Term of lessee's operating lease renewal, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Lessee, Operating Lease, Renewal Term", "terseLabel": "Lease renewal term" } } }, "localname": "LesseeOperatingLeaseRenewalTerm", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/LeasesNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_LesseeOperatingLeasesTextBlock": { "auth_ref": [ "r651" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for operating leases of lessee. Includes, but is not limited to, description of operating lease and maturity analysis of operating lease liability.", "label": "Lessee, Operating Leases [Text Block]", "terseLabel": "Leases" } } }, "localname": "LesseeOperatingLeasesTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/Leases" ], "xbrltype": "textBlockItemType" }, "us-gaap_LessorLeasesPolicyTextBlock": { "auth_ref": [ "r652", "r653", "r654", "r655" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for leasing arrangements entered into by lessor.", "label": "Lessor, Leases [Policy Text Block]", "terseLabel": "Leases, Lessor" } } }, "localname": "LessorLeasesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_LettersOfCreditOutstandingAmount": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The total amount of the contingent obligation under letters of credit outstanding as of the reporting date.", "label": "Letters of Credit Outstanding, Amount", "terseLabel": "Letters of credit outstanding" } } }, "localname": "LettersOfCreditOutstandingAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/CommitmentandContingenciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_Liabilities": { "auth_ref": [ "r57", "r138", "r240", "r271", "r331", "r332", "r333", "r336", "r337", "r338", "r339", "r340", "r342", "r343", "r573", "r576", "r577", "r614", "r666", "r667" ], "calculation": { "http://chargepoint.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.", "label": "Liabilities", "totalLabel": "Total liabilities" } } }, "localname": "Liabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquity": { "auth_ref": [ "r39", "r138", "r271", "r614", "r668", "r711", "r731" ], "calculation": { "http://chargepoint.com/role/ConsolidatedBalanceSheets": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.", "label": "Liabilities and Equity", "totalLabel": "Total liabilities, redeemable convertible preferred stock, and stockholders' equity (deficit)" } } }, "localname": "LiabilitiesAndStockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities and Equity [Abstract]", "terseLabel": "Liabilities, Redeemable Convertible Preferred Stock, and Stockholders' Equity (Deficit)" } } }, "localname": "LiabilitiesAndStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_LiabilitiesCurrent": { "auth_ref": [ "r59", "r138", "r271", "r331", "r332", "r333", "r336", "r337", "r338", "r339", "r340", "r342", "r343", "r573", "r576", "r577", "r614", "r666", "r667", "r668" ], "calculation": { "http://chargepoint.com/role/ConsolidatedBalanceSheets": { "order": 6.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.", "label": "Liabilities, Current", "totalLabel": "Total current liabilities" } } }, "localname": "LiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesCurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities, Current [Abstract]", "terseLabel": "Current liabilities:" } } }, "localname": "LiabilitiesCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_LiabilitiesFairValueDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities, Fair Value Disclosure [Abstract]", "terseLabel": "Liabilities" } } }, "localname": "LiabilitiesFairValueDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsAssetsandLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LicenseAndServiceMember": { "auth_ref": [ "r428" ], "lang": { "en-us": { "role": { "documentation": "Right to use intangible asset and performance of related service. Intangible asset includes, but is not limited to, patent, copyright, technology, manufacturing process, software or trademark.", "label": "License and Service [Member]", "terseLabel": "Subscriptions" } } }, "localname": "LicenseAndServiceMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "domainItemType" }, "us-gaap_LineOfCreditFacilityMaximumBorrowingCapacity": { "auth_ref": [ "r55" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Maximum borrowing capacity under the credit facility without consideration of any current restrictions on the amount that could be borrowed or the amounts currently outstanding under the facility.", "label": "Line of Credit Facility, Maximum Borrowing Capacity", "terseLabel": "Maximum borrowing capacity" } } }, "localname": "LineOfCreditFacilityMaximumBorrowingCapacity", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/DebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LineOfCreditMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A contractual arrangement with a lender under which borrowings can be made up to a specific amount at any point in time, and under which borrowings outstanding may be either short-term or long-term, depending upon the particulars.", "label": "Line of Credit [Member]", "terseLabel": "Line of Credit" } } }, "localname": "LineOfCreditMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/DebtDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LondonInterbankOfferedRateLIBORMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Interest rate at which a bank borrows funds from other banks in the London interbank market.", "label": "London Interbank Offered Rate (LIBOR) [Member]", "terseLabel": "LIBOR" } } }, "localname": "LondonInterbankOfferedRateLIBORMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/DebtDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LongLivedAssetsByGeographicAreasTableTextBlock": { "auth_ref": [ "r253" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of long-lived assets, excluding financial instruments, long-term customer relationships of a financial institution, mortgage rights, deferred policy acquisition costs, and deferred tax assets, by geographic areas located in the entity's country of domicile and foreign countries in which the entity holds assets.", "label": "Long-lived Assets by Geographic Areas [Table Text Block]", "terseLabel": "Long-lived Assets by Geographic Areas" } } }, "localname": "LongLivedAssetsByGeographicAreasTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/GeographicInformationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_LongLivedAssetsHeldForSaleLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Long Lived Assets Held-for-sale [Line Items]", "terseLabel": "Long Lived Assets Held-for-sale [Line Items]" } } }, "localname": "LongLivedAssetsHeldForSaleLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/GeographicInformationLongLivedAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LongTermDebtCurrent": { "auth_ref": [ "r56" ], "calculation": { "http://chargepoint.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt, classified as current. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.", "label": "Long-term Debt, Current Maturities", "terseLabel": "Debt, current" } } }, "localname": "LongTermDebtCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtNoncurrent": { "auth_ref": [ "r60" ], "calculation": { "http://chargepoint.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after unamortized (discount) premium and debt issuance costs of long-term debt classified as noncurrent and excluding amounts to be repaid within one year or the normal operating cycle, if longer. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.", "label": "Long-term Debt, Excluding Current Maturities", "terseLabel": "Debt, noncurrent" } } }, "localname": "LongTermDebtNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermPurchaseCommitmentAmount": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The minimum amount the entity agreed to spend under the long-term purchase commitment.", "label": "Long-term Purchase Commitment, Amount", "terseLabel": "Purchase commitments for goods and services" } } }, "localname": "LongTermPurchaseCommitmentAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/CommitmentandContingenciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongtermDebtTypeAxis": { "auth_ref": [ "r60" ], "lang": { "en-us": { "role": { "documentation": "Information by type of long-term debt.", "label": "Long-term Debt, Type [Axis]", "terseLabel": "Long-term Debt, Type [Axis]" } } }, "localname": "LongtermDebtTypeAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/DebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LongtermDebtTypeDomain": { "auth_ref": [ "r60", "r329" ], "lang": { "en-us": { "role": { "documentation": "Type of long-term debt arrangement, such as notes, line of credit, commercial paper, asset-based financing, project financing, letter of credit financing. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer.", "label": "Long-term Debt, Type [Domain]", "terseLabel": "Long-term Debt, Type [Domain]" } } }, "localname": "LongtermDebtTypeDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/DebtDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MachineryAndEquipmentMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tangible personal property used to produce goods and services, including, but is not limited to, tools, dies and molds, computer and office equipment.", "label": "Machinery and Equipment [Member]", "terseLabel": "Machinery and equipment" } } }, "localname": "MachineryAndEquipmentMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BalanceSheetComponentsPropertyandEquipmentNetDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesScheduleofPropertyandEquipmentDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputExercisePriceMember": { "auth_ref": [ "r597" ], "lang": { "en-us": { "role": { "documentation": "Measurement input using agreed upon price for exchange of underlying asset.", "label": "Measurement Input, Exercise Price [Member]", "terseLabel": "Exercise price" } } }, "localname": "MeasurementInputExercisePriceMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutFairValueInputsofWarrantsandContingentEarnoutLiabilityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputExpectedDividendRateMember": { "auth_ref": [ "r597" ], "lang": { "en-us": { "role": { "documentation": "Measurement input using expected dividend rate to be paid to holder of share per year.", "label": "Measurement Input, Expected Dividend Rate [Member]", "terseLabel": "Dividend rate" } } }, "localname": "MeasurementInputExpectedDividendRateMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutFairValueInputsofWarrantsandContingentEarnoutLiabilityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputExpectedTermMember": { "auth_ref": [ "r597" ], "lang": { "en-us": { "role": { "documentation": "Measurement input using period financial instrument is expected to be outstanding. Excludes maturity date.", "label": "Measurement Input, Expected Term [Member]", "terseLabel": "Expected term (years)" } } }, "localname": "MeasurementInputExpectedTermMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsFairValueInputsDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutFairValueInputsofWarrantsandContingentEarnoutLiabilityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputPriceVolatilityMember": { "auth_ref": [ "r597" ], "lang": { "en-us": { "role": { "documentation": "Measurement input using rate at which price of security will increase (decrease) for given set of returns.", "label": "Measurement Input, Price Volatility [Member]", "terseLabel": "Expected volatility" } } }, "localname": "MeasurementInputPriceVolatilityMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsFairValueInputsDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutFairValueInputsofWarrantsandContingentEarnoutLiabilityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputRiskFreeInterestRateMember": { "auth_ref": [ "r597" ], "lang": { "en-us": { "role": { "documentation": "Measurement input using interest rate on instrument with zero risk of financial loss.", "label": "Measurement Input, Risk Free Interest Rate [Member]", "terseLabel": "Risk-free interest rate" } } }, "localname": "MeasurementInputRiskFreeInterestRateMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsFairValueInputsDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutFairValueInputsofWarrantsandContingentEarnoutLiabilityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputSharePriceMember": { "auth_ref": [ "r597" ], "lang": { "en-us": { "role": { "documentation": "Measurement input using share price of saleable stock.", "label": "Measurement Input, Share Price [Member]", "terseLabel": "Current stock price" } } }, "localname": "MeasurementInputSharePriceMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutFairValueInputsofWarrantsandContingentEarnoutLiabilityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputTypeAxis": { "auth_ref": [ "r597" ], "lang": { "en-us": { "role": { "documentation": "Information by type of measurement input used to determine value of asset and liability.", "label": "Measurement Input Type [Axis]", "terseLabel": "Measurement Input Type [Axis]" } } }, "localname": "MeasurementInputTypeAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsFairValueInputsDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutFairValueInputsofWarrantsandContingentEarnoutLiabilityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_MeasurementInputTypeDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Measurement input used to determine value of asset and liability.", "label": "Measurement Input Type [Domain]", "terseLabel": "Measurement Input Type [Domain]" } } }, "localname": "MeasurementInputTypeDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsFairValueInputsDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutFairValueInputsofWarrantsandContingentEarnoutLiabilityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MediumTermNotesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Debt instruments with maturities ranging from five to ten years.", "label": "Medium-term Notes [Member]", "terseLabel": "Medium-term Notes" } } }, "localname": "MediumTermNotesMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/DebtDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MoneyMarketFundsMember": { "auth_ref": [ "r439" ], "lang": { "en-us": { "role": { "documentation": "Fund that invests in short-term money-market instruments, for example, but not limited to, commercial paper, banker's acceptances, repurchase agreements, government securities, certificates of deposit, and other highly liquid securities.", "label": "Money Market Funds [Member]", "terseLabel": "Money market funds" } } }, "localname": "MoneyMarketFundsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsAssetsandLiabilitiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivities": { "auth_ref": [ "r118" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows": { "order": 2.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.", "label": "Net Cash Provided by (Used in) Financing Activities", "totalLabel": "Net cash provided by financing activities" } } }, "localname": "NetCashProvidedByUsedInFinancingActivities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Financing Activities [Abstract]", "terseLabel": "Cash flows from financing activities" } } }, "localname": "NetCashProvidedByUsedInFinancingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivities": { "auth_ref": [ "r118" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows": { "order": 3.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.", "label": "Net Cash Provided by (Used in) Investing Activities", "totalLabel": "Net cash provided by (used in) investing activities" } } }, "localname": "NetCashProvidedByUsedInInvestingActivities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Investing Activities [Abstract]", "terseLabel": "Cash flows from investing activities" } } }, "localname": "NetCashProvidedByUsedInInvestingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivities": { "auth_ref": [ "r118", "r120", "r123" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows": { "order": 1.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.", "label": "Net Cash Provided by (Used in) Operating Activities", "totalLabel": "Net cash used in operating activities" } } }, "localname": "NetCashProvidedByUsedInOperatingActivities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Operating Activities [Abstract]", "terseLabel": "Cash flows from operating activities" } } }, "localname": "NetCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetIncomeLoss": { "auth_ref": [ "r6", "r82", "r85", "r91", "r94", "r123", "r138", "r152", "r157", "r158", "r160", "r161", "r165", "r166", "r189", "r229", "r238", "r241", "r244", "r247", "r271", "r331", "r332", "r333", "r336", "r337", "r338", "r339", "r340", "r342", "r343", "r593", "r614", "r715", "r736" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://chargepoint.com/role/ConsolidatedStatementsofComprehensiveIncomeLoss": { "order": 2.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTax", "weight": 1.0 }, "http://chargepoint.com/role/ConsolidatedStatementsofOperations": { "order": 4.0, "parentTag": "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.", "label": "Net Income (Loss) Attributable to Parent", "terseLabel": "Net loss", "totalLabel": "Net loss", "verboseLabel": "Net income (loss)" } } }, "localname": "NetIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BasicandDilutedNetLossperShareComputationofBasicandDilutedLossperShareDetails", "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows", "http://chargepoint.com/role/ConsolidatedStatementsofComprehensiveIncomeLoss", "http://chargepoint.com/role/ConsolidatedStatementsofOperations", "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic": { "auth_ref": [ "r157", "r158", "r160", "r161", "r168", "r169", "r190", "r193", "r229", "r238", "r241", "r244", "r247" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofOperations": { "order": 2.0, "parentTag": "us-gaap_NetIncomeLossAvailableToCommonStockholdersDiluted", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.", "label": "Net Income (Loss) Available to Common Stockholders, Basic", "terseLabel": "Net loss attributable to common stockholders - Basic", "totalLabel": "Net loss attributable to common stockholders - Basic" } } }, "localname": "NetIncomeLossAvailableToCommonStockholdersBasic", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BasicandDilutedNetLossperShareComputationofBasicandDilutedLossperShareDetails", "http://chargepoint.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetIncomeLossAvailableToCommonStockholdersDiluted": { "auth_ref": [ "r171", "r177", "r178", "r179", "r180", "r190", "r193" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofOperations": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.", "label": "Net Income (Loss) Available to Common Stockholders, Diluted", "terseLabel": "Net loss attributable to common stockholders - Diluted", "totalLabel": "Net loss attributable to common stockholders - Diluted" } } }, "localname": "NetIncomeLossAvailableToCommonStockholdersDiluted", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BasicandDilutedNetLossperShareComputationofBasicandDilutedLossperShareDetails", "http://chargepoint.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_NewAccountingPronouncementsOrChangeInAccountingPrincipleLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "New Accounting Pronouncements or Change in Accounting Principle [Line Items]", "terseLabel": "New Accounting Pronouncements or Change in Accounting Principle [Line Items]" } } }, "localname": "NewAccountingPronouncementsOrChangeInAccountingPrincipleLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesWarrantyDetails" ], "xbrltype": "stringItemType" }, "us-gaap_NewAccountingPronouncementsOrChangeInAccountingPrincipleTable": { "auth_ref": [ "r0", "r1", "r2", "r3", "r4", "r151", "r152", "r153", "r154", "r155", "r156", "r160", "r167", "r197", "r268", "r269", "r272", "r273", "r274", "r275", "r276", "r277", "r330", "r485", "r486", "r487", "r488", "r489", "r490", "r491", "r492", "r530", "r531", "r532", "r533", "r583", "r584", "r585", "r586", "r587", "r588", "r589", "r590", "r591", "r592", "r593", "r615", "r616", "r617", "r618", "r619", "r620", "r621", "r622", "r656", "r687", "r688", "r689", "r747", "r748", "r749", "r750", "r751", "r752", "r753", "r754", "r755", "r756", "r757", "r758", "r791", "r792", "r793", "r794", "r795" ], "lang": { "en-us": { "role": { "documentation": "Summarization of the changes in an accounting principle or a new accounting pronouncement, including the line items affected by the change and the financial effects of the change on those particular line items.", "label": "Accounting Standards Update and Change in Accounting Principle [Table]", "terseLabel": "Accounting Standards Update and Change in Accounting Principle [Table]" } } }, "localname": "NewAccountingPronouncementsOrChangeInAccountingPrincipleTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesWarrantyDetails" ], "xbrltype": "stringItemType" }, "us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.", "label": "New Accounting Pronouncements, Policy [Policy Text Block]", "terseLabel": "Accounting Pronouncements" } } }, "localname": "NewAccountingPronouncementsPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_NonUsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Countries excluding the United States of America (US).", "label": "Non-US [Member]", "terseLabel": "Rest of World" } } }, "localname": "NonUsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/GeographicInformationDetails", "http://chargepoint.com/role/GeographicInformationLongLivedAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_NoncashInvestingAndFinancingItemsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Noncash Investing and Financing Items [Abstract]", "terseLabel": "Supplementary cash flow information on non-cash investing and financing activities" } } }, "localname": "NoncashInvestingAndFinancingItemsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NoncurrentAssets": { "auth_ref": [ "r251" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Long-lived assets other than financial instruments, long-term customer relationships of a financial institution, mortgage and other servicing rights, deferred policy acquisition costs, and deferred tax assets.", "label": "Long-Lived Assets", "terseLabel": "Total long-lived assets" } } }, "localname": "NoncurrentAssets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/GeographicInformationLongLivedAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NumberOfOperatingSegments": { "auth_ref": [ "r220" ], "lang": { "en-us": { "role": { "documentation": "Number of operating segments. An operating segment is a component of an enterprise: (a) that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same enterprise), (b) whose operating results are regularly reviewed by the enterprise's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and (c) for which discrete financial information is available. An operating segment may engage in business activities for which it has yet to earn revenues, for example, start-up operations may be operating segments before earning revenues.", "label": "Number of Operating Segments", "terseLabel": "Number of operating segments" } } }, "localname": "NumberOfOperatingSegments", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesSegmentReportingDetails" ], "xbrltype": "integerItemType" }, "us-gaap_OperatingExpenses": { "auth_ref": [], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofOperations": { "order": 1.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense.", "label": "Operating Expenses", "totalLabel": "Total operating expenses" } } }, "localname": "OperatingExpenses", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingExpensesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Operating Expenses [Abstract]", "terseLabel": "Operating expenses" } } }, "localname": "OperatingExpensesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingIncomeLoss": { "auth_ref": [ "r229", "r238", "r241", "r244", "r247" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofOperations": { "order": 4.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The net result for the period of deducting operating expenses from operating revenues.", "label": "Operating Income (Loss)", "totalLabel": "Loss from operations" } } }, "localname": "OperatingIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiability": { "auth_ref": [ "r639" ], "calculation": { "http://chargepoint.com/role/LeasesScheduleofLeaseAssetsandLiabilitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://chargepoint.com/role/LeasesScheduleofLeaseMaturityDetails_1": { "order": 2.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease.", "label": "Operating Lease, Liability", "totalLabel": "Total operating lease liabilities", "verboseLabel": "Total operating lease liabilities" } } }, "localname": "OperatingLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/LeasesScheduleofLeaseAssetsandLiabilitiesDetails", "http://chargepoint.com/role/LeasesScheduleofLeaseMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiabilityCurrent": { "auth_ref": [ "r639" ], "calculation": { "http://chargepoint.com/role/LeasesScheduleofLeaseAssetsandLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_OperatingLeaseLiability", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as current.", "label": "Operating Lease, Liability, Current", "terseLabel": "Operating lease liabilities, current" } } }, "localname": "OperatingLeaseLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/LeasesScheduleofLeaseAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiabilityCurrentStatementOfFinancialPositionExtensibleList": { "auth_ref": [ "r640" ], "lang": { "en-us": { "role": { "documentation": "Indicates line item in statement of financial position that includes current operating lease liability.", "label": "Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]", "terseLabel": "Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]" } } }, "localname": "OperatingLeaseLiabilityCurrentStatementOfFinancialPositionExtensibleList", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BalanceSheetComponentsAccruedandOtherCurrentLiabilitiesDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesLeasesDetails" ], "xbrltype": "enumerationSetItemType" }, "us-gaap_OperatingLeaseLiabilityNoncurrent": { "auth_ref": [ "r639" ], "calculation": { "http://chargepoint.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 }, "http://chargepoint.com/role/LeasesScheduleofLeaseAssetsandLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_OperatingLeaseLiability", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as noncurrent.", "label": "Operating Lease, Liability, Noncurrent", "verboseLabel": "Operating lease liabilities" } } }, "localname": "OperatingLeaseLiabilityNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheets", "http://chargepoint.com/role/LeasesScheduleofLeaseAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasePayments": { "auth_ref": [ "r641", "r645" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow from operating lease, excluding payments to bring another asset to condition and location necessary for its intended use.", "label": "Operating Lease, Payments", "terseLabel": "Cash paid for amounts in the measurement of operating lease liabilities" } } }, "localname": "OperatingLeasePayments", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/LeasesCashFlowInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseRightOfUseAsset": { "auth_ref": [ "r638" ], "calculation": { "http://chargepoint.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's right to use underlying asset under operating lease.", "label": "Operating Lease, Right-of-Use Asset", "terseLabel": "Operating Lease, Right-of-Use Asset", "verboseLabel": "Operating leases" } } }, "localname": "OperatingLeaseRightOfUseAsset", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheets", "http://chargepoint.com/role/LeasesScheduleofLeaseAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseRightOfUseAssetAmortizationExpense": { "auth_ref": [ "r122" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows": { "order": 9.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization expense for right-of-use asset from operating lease.", "label": "Operating Lease, Right-of-Use Asset, Amortization Expense", "terseLabel": "Non-cash operating lease cost" } } }, "localname": "OperatingLeaseRightOfUseAssetAmortizationExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseWeightedAverageDiscountRatePercent": { "auth_ref": [ "r647", "r650" ], "lang": { "en-us": { "role": { "documentation": "Weighted average discount rate for operating lease calculated at point in time.", "label": "Operating Lease, Weighted Average Discount Rate, Percent", "terseLabel": "Weighted-average operating lease discount rate" } } }, "localname": "OperatingLeaseWeightedAverageDiscountRatePercent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/LeasesOtherSupplementalInformationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_OperatingLeaseWeightedAverageRemainingLeaseTerm1": { "auth_ref": [ "r646", "r650" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining lease term for operating lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Operating Lease, Weighted Average Remaining Lease Term", "terseLabel": "Weighted-average remaining operating lease term (years)" } } }, "localname": "OperatingLeaseWeightedAverageRemainingLeaseTerm1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/LeasesOtherSupplementalInformationDetails" ], "xbrltype": "durationItemType" }, "us-gaap_OperatingLossCarryforwards": { "auth_ref": [ "r522" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of operating loss carryforward, before tax effects, available to reduce future taxable income under enacted tax laws.", "label": "Operating Loss Carryforwards", "terseLabel": "Operating loss carryforwards" } } }, "localname": "OperatingLossCarryforwards", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLossCarryforwardsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Operating Loss Carryforwards [Line Items]", "terseLabel": "Operating Loss Carryforwards [Line Items]" } } }, "localname": "OperatingLossCarryforwardsLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingLossCarryforwardsTable": { "auth_ref": [ "r523" ], "lang": { "en-us": { "role": { "documentation": "Schedule reflecting pertinent information, such as tax authority, amounts, and expiration dates, of net operating loss carryforwards, including an assessment of the likelihood of utilization.", "label": "Operating Loss Carryforwards [Table]", "terseLabel": "Operating Loss Carryforwards [Table]" } } }, "localname": "OperatingLossCarryforwardsTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Organization, Consolidation and Presentation of Financial Statements [Abstract]" } } }, "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_OtherAssetsCurrent": { "auth_ref": [ "r69", "r668" ], "calculation": { "http://chargepoint.com/role/BalanceSheetComponentsPrepaidExpenseandOtherCurrentAssetsDetails": { "order": 2.0, "parentTag": "us-gaap_PrepaidExpenseAndOtherAssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current assets classified as other.", "label": "Other Assets, Current", "terseLabel": "Other Assets, Current" } } }, "localname": "OtherAssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BalanceSheetComponentsPrepaidExpenseandOtherCurrentAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherAssetsNoncurrent": { "auth_ref": [ "r53" ], "calculation": { "http://chargepoint.com/role/ConsolidatedBalanceSheets": { "order": 4.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of noncurrent assets classified as other.", "label": "Other Assets, Noncurrent", "terseLabel": "Other assets" } } }, "localname": "OtherAssetsNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeAvailableforsaleSecuritiesAdjustmentNetOfTaxPortionAttributableToParent": { "auth_ref": [ "r570", "r571", "r574" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofComprehensiveIncomeLoss": { "order": 3.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax and reclassification adjustments, of appreciation (loss) in value of unsold available-for-sale securities, attributable to parent entity. Excludes amounts related to other than temporary impairment (OTTI) loss.", "label": "Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, Net of Tax, Portion Attributable to Parent", "terseLabel": "Reclassification to net income, net of tax" } } }, "localname": "OtherComprehensiveIncomeAvailableforsaleSecuritiesAdjustmentNetOfTaxPortionAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofComprehensiveIncomeLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTaxPortionAttributableToParent": { "auth_ref": [ "r570", "r571", "r574" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofComprehensiveIncomeLoss": { "order": 2.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax and reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature, attributable to parent entity.", "label": "Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent", "terseLabel": "Foreign currency translation adjustment" } } }, "localname": "OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTaxPortionAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofComprehensiveIncomeLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossAvailableForSaleSecuritiesAdjustmentBeforeReclassificationAdjustmentsNetOfTax": { "auth_ref": [ "r76", "r77" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofComprehensiveIncomeLoss": { "order": 1.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after tax and before adjustment, of unrealized gain (loss) on investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale) and unrealized gain (loss) on investment in debt security measured at amortized cost (held-to-maturity) from transfer to available-for-sale.", "label": "OCI, Debt Securities, Available-for-Sale, Gain (Loss), before Adjustment, after Tax", "terseLabel": "Unrealized gain, net of tax" } } }, "localname": "OtherComprehensiveIncomeLossAvailableForSaleSecuritiesAdjustmentBeforeReclassificationAdjustmentsNetOfTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofComprehensiveIncomeLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossNetOfTaxPeriodIncreaseDecreaseAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Other Comprehensive Income (Loss), Net of Tax [Abstract]", "terseLabel": "Other comprehensive income (loss):" } } }, "localname": "OtherComprehensiveIncomeLossNetOfTaxPeriodIncreaseDecreaseAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofComprehensiveIncomeLoss" ], "xbrltype": "stringItemType" }, "us-gaap_OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParent": { "auth_ref": [ "r83", "r86", "r570", "r571", "r574" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofComprehensiveIncomeLoss": { "order": 1.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax of other comprehensive income (loss) attributable to parent entity.", "label": "Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent", "terseLabel": "Other comprehensive loss", "totalLabel": "Other comprehensive income (loss)" } } }, "localname": "OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofComprehensiveIncomeLoss", "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherLiabilitiesCurrent": { "auth_ref": [ "r15", "r16", "r58", "r668" ], "calculation": { "http://chargepoint.com/role/BalanceSheetComponentsAccruedandOtherCurrentLiabilitiesDetails": { "order": 3.0, "parentTag": "chpt_AccruedLiabilitiesAndOtherLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities classified as other, due within one year or the normal operating cycle, if longer.", "label": "Other Liabilities, Current", "terseLabel": "Other current liabilities" } } }, "localname": "OtherLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BalanceSheetComponentsAccruedandOtherCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherLiabilitiesNoncurrent": { "auth_ref": [ "r61" ], "calculation": { "http://chargepoint.com/role/ConsolidatedBalanceSheets": { "order": 5.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities classified as other, due after one year or the normal operating cycle, if longer.", "label": "Other Liabilities, Noncurrent", "terseLabel": "Other long-term liabilities" } } }, "localname": "OtherLiabilitiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherNoncashIncomeExpense": { "auth_ref": [ "r123" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows": { "order": 10.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of income (expense) included in net income that results in no cash inflow (outflow), classified as other.", "label": "Other Noncash Income (Expense)", "negatedTerseLabel": "Other" } } }, "localname": "OtherNoncashIncomeExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherNonoperatingIncomeExpense": { "auth_ref": [ "r104" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofOperations": { "order": 5.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of income (expense) related to nonoperating activities, classified as other.", "label": "Other Nonoperating Income (Expense)", "terseLabel": "Other income (expense), net" } } }, "localname": "OtherNonoperatingIncomeExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsForPreviousAcquisition": { "auth_ref": [ "r110" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Cash outflow representing an adjustment to the purchase price of a previous acquisition.", "label": "Payments for Previous Acquisition", "terseLabel": "Payments for working capital adjustment" } } }, "localname": "PaymentsForPreviousAcquisition", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SubsequentEventsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsForRepurchaseOfCommonStock": { "auth_ref": [ "r113" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow to reacquire common stock during the period.", "label": "Payments for Repurchase of Common Stock", "terseLabel": "Repurchase of common stock" } } }, "localname": "PaymentsForRepurchaseOfCommonStock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsOfDebtExtinguishmentCosts": { "auth_ref": [ "r115" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow for cost from early extinguishment and prepayment of debt. Includes, but is not limited to, third-party cost, premium paid, and other fee paid to lender directly for debt extinguishment or debt prepayment. Excludes accrued interest.", "label": "Payment for Debt Extinguishment or Debt Prepayment Cost", "terseLabel": "Interest and prepayment fees" } } }, "localname": "PaymentsOfDebtExtinguishmentCosts", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/DebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsOfMergerRelatedCostsFinancingActivities": { "auth_ref": [ "r116" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for financing costs associated with business combinations.", "label": "Payments of Merger Related Costs, Financing Activities", "negatedTerseLabel": "Payments of transaction costs related to Merger" } } }, "localname": "PaymentsOfMergerRelatedCostsFinancingActivities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsOfStockIssuanceCosts": { "auth_ref": [ "r116" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for cost incurred directly with the issuance of an equity security.", "label": "Payments of Stock Issuance Costs", "negatedTerseLabel": "Payment of deferred transaction costs", "terseLabel": "Issuance costs" } } }, "localname": "PaymentsOfStockIssuanceCosts", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows", "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficitParenthetical" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireAvailableForSaleSecuritiesDebt": { "auth_ref": [ "r105", "r107", "r270" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow to acquire investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).", "label": "Payments to Acquire Debt Securities, Available-for-sale", "negatedTerseLabel": "Purchases of investments" } } }, "localname": "PaymentsToAcquireAvailableForSaleSecuritiesDebt", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireBusinessesGross": { "auth_ref": [ "r108", "r563" ], "calculation": { "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryPurchasePriceConsiderationDetails": { "order": 2.0, "parentTag": "us-gaap_BusinessCombinationConsiderationTransferred1", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with the acquisition of business during the period. The cash portion only of the acquisition price.", "label": "Payments to Acquire Businesses, Gross", "terseLabel": "Cash consideration" } } }, "localname": "PaymentsToAcquireBusinessesGross", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryPurchasePriceConsiderationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireBusinessesNetOfCashAcquired": { "auth_ref": [ "r108" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with the acquisition of a business, net of the cash acquired from the purchase.", "label": "Payments to Acquire Businesses, Net of Cash Acquired", "negatedTerseLabel": "Cash paid for acquisition, net of cash acquired" } } }, "localname": "PaymentsToAcquireBusinessesNetOfCashAcquired", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquirePropertyPlantAndEquipment": { "auth_ref": [ "r109" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets.", "label": "Payments to Acquire Property, Plant, and Equipment", "negatedTerseLabel": "Purchases of property and equipment" } } }, "localname": "PaymentsToAcquirePropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PlanNameAxis": { "auth_ref": [ "r458", "r483" ], "lang": { "en-us": { "role": { "documentation": "Information by plan name for share-based payment arrangement.", "label": "Plan Name [Axis]", "terseLabel": "Plan Name [Axis]" } } }, "localname": "PlanNameAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/CommonStockReservedforFutureIssuanceDetails", "http://chargepoint.com/role/EquityPlansandStockbasedCompensationNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PlanNameDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Plan name for share-based payment arrangement.", "label": "Plan Name [Domain]", "terseLabel": "Plan Name [Domain]" } } }, "localname": "PlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/CommonStockReservedforFutureIssuanceDetails", "http://chargepoint.com/role/EquityPlansandStockbasedCompensationNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PreferredStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Preferred shares may provide a preferential dividend to the dividend on common stock and may take precedence over common stock in the event of a liquidation. Preferred shares typically represent an ownership interest in the company.", "label": "Preferred Stock [Member]", "terseLabel": "Preferred Stock" } } }, "localname": "PreferredStockMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PreferredStockParOrStatedValuePerShare": { "auth_ref": [ "r30", "r386" ], "lang": { "en-us": { "role": { "documentation": "Face amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.", "label": "Preferred Stock, Par or Stated Value Per Share", "terseLabel": "Preferred stock, par value (USD per share)" } } }, "localname": "PreferredStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "perShareItemType" }, "us-gaap_PreferredStockSharesAuthorized": { "auth_ref": [ "r30" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.", "label": "Preferred Stock, Shares Authorized", "terseLabel": "Preferred stock, shares authorized (in shares)" } } }, "localname": "PreferredStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockSharesIssued": { "auth_ref": [ "r30", "r386" ], "lang": { "en-us": { "role": { "documentation": "Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt.", "label": "Preferred Stock, Shares Issued", "terseLabel": "Preferred stock, shares issued (in shares)" } } }, "localname": "PreferredStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockSharesOutstanding": { "auth_ref": [ "r30" ], "lang": { "en-us": { "role": { "documentation": "Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.", "label": "Preferred Stock, Shares Outstanding", "terseLabel": "Preferred stock, shares outstanding (in shares)" } } }, "localname": "PreferredStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockValue": { "auth_ref": [ "r30", "r668" ], "calculation": { "http://chargepoint.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "Preferred Stock, Value, Issued", "terseLabel": "Preferred stock, $0.0001 par value; 10,000,000 and zero shares authorized as of January 31, 2022 and January 31, 2021, respectively; zero issued and outstanding as of January 31, 2022 and January 31, 2021" } } }, "localname": "PreferredStockValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_PrepaidExpenseAndOtherAssetsCurrent": { "auth_ref": [ "r12", "r47", "r48" ], "calculation": { "http://chargepoint.com/role/BalanceSheetComponentsPrepaidExpenseandOtherCurrentAssetsDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://chargepoint.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer.", "label": "Prepaid Expense and Other Assets, Current", "terseLabel": "Prepaid expenses and other current assets", "totalLabel": "Prepaid expenses and other current assets" } } }, "localname": "PrepaidExpenseAndOtherAssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BalanceSheetComponentsPrepaidExpenseandOtherCurrentAssetsDetails", "http://chargepoint.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_PrepaidExpenseCurrent": { "auth_ref": [ "r11", "r13", "r288", "r289" ], "calculation": { "http://chargepoint.com/role/BalanceSheetComponentsPrepaidExpenseandOtherCurrentAssetsDetails": { "order": 1.0, "parentTag": "us-gaap_PrepaidExpenseAndOtherAssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of asset related to consideration paid in advance for costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer.", "label": "Prepaid Expense, Current", "terseLabel": "Prepaid expense" } } }, "localname": "PrepaidExpenseCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BalanceSheetComponentsPrepaidExpenseandOtherCurrentAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PrivatePlacementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A private placement is a direct offering of securities to a limited number of sophisticated investors such as insurance companies, pension funds, mezzanine funds, stock funds and trusts.", "label": "Private Placement [Member]", "terseLabel": "Private Placement" } } }, "localname": "PrivatePlacementMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/DescriptionofBusinessandBasisofPresentationDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ProceedsFromIssuanceOfLongTermDebt": { "auth_ref": [ "r112" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from a debt initially having maturity due after one year or beyond the operating cycle, if longer.", "label": "Proceeds from Issuance of Long-term Debt", "terseLabel": "Net proceeds from line of credit" } } }, "localname": "ProceedsFromIssuanceOfLongTermDebt", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/DebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfPrivatePlacement": { "auth_ref": [ "r111" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow associated with the amount received from entity's raising of capital via private rather than public placement.", "label": "Proceeds from Issuance of Private Placement", "terseLabel": "Proceeds from merger", "verboseLabel": "Merger and PIPE financing" } } }, "localname": "ProceedsFromIssuanceOfPrivatePlacement", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/DescriptionofBusinessandBasisofPresentationDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfRedeemableConvertiblePreferredStock": { "auth_ref": [ "r111" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from issuance of callable preferred stock which is identified as being convertible to another type of financial security at the option of the issuer or the holder.", "label": "Proceeds from Issuance of Redeemable Convertible Preferred Stock", "terseLabel": "Proceeds from issuance of redeemable convertible preferred stock" } } }, "localname": "ProceedsFromIssuanceOfRedeemableConvertiblePreferredStock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfWarrants": { "auth_ref": [ "r111" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from issuance of rights to purchase common shares at predetermined price (usually issued together with corporate debt).", "label": "Proceeds from Issuance of Warrants", "terseLabel": "Proceeds from issuance of common stock warrants, net of issuance costs" } } }, "localname": "ProceedsFromIssuanceOfWarrants", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromSaleAndMaturityOfAvailableForSaleSecurities": { "auth_ref": [ "r105", "r106", "r270" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow from sale, maturity, prepayment and call of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).", "label": "Proceeds from Sale and Maturity of Debt Securities, Available-for-sale", "terseLabel": "Maturities of investments" } } }, "localname": "ProceedsFromSaleAndMaturityOfAvailableForSaleSecurities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromStockOptionsExercised": { "auth_ref": [ "r111", "r484" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows": { "order": 10.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow from exercise of option under share-based payment arrangement.", "label": "Proceeds from Stock Options Exercised", "terseLabel": "Proceeds from issuance of stock in connection with stock plans, net of withholding taxes" } } }, "localname": "ProceedsFromStockOptionsExercised", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromWarrantExercises": { "auth_ref": [ "r111" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow associated with the amount received from holders exercising their stock warrants.", "label": "Proceeds from Warrant Exercises", "terseLabel": "Proceeds from the exercise of public warrants" } } }, "localname": "ProceedsFromWarrantExercises", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows", "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProductAndServiceOtherMember": { "auth_ref": [ "r428" ], "lang": { "en-us": { "role": { "documentation": "Article or substance produced by nature, labor or machinery and act of providing assistance, classified as other.", "label": "Product and Service, Other [Member]", "terseLabel": "Other" } } }, "localname": "ProductAndServiceOtherMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "domainItemType" }, "us-gaap_ProductMember": { "auth_ref": [ "r428" ], "lang": { "en-us": { "role": { "documentation": "Article or substance produced by nature, labor or machinery.", "label": "Product [Member]", "terseLabel": "Networked charging systems" } } }, "localname": "ProductMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "domainItemType" }, "us-gaap_ProductWarrantyExpense": { "auth_ref": [ "r121", "r327" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The expense charged against earnings for the period pertaining to standard and extended warranties on the entity's goods and services granted to customers.", "label": "Product Warranty Expense", "terseLabel": "Warranty expense" } } }, "localname": "ProductWarrantyExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesWarrantyDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentByTypeAxis": { "auth_ref": [ "r52", "r316" ], "lang": { "en-us": { "role": { "documentation": "Information by type of long-lived, physical assets used to produce goods and services and not intended for resale.", "label": "Long-Lived Tangible Asset [Axis]", "terseLabel": "Long-Lived Tangible Asset [Axis]" } } }, "localname": "PropertyPlantAndEquipmentByTypeAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BalanceSheetComponentsPropertyandEquipmentNetDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesScheduleofPropertyandEquipmentDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentGross": { "auth_ref": [ "r51", "r314" ], "calculation": { "http://chargepoint.com/role/BalanceSheetComponentsPropertyandEquipmentNetDetails": { "order": 2.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.", "label": "Property, Plant and Equipment, Gross", "terseLabel": "Property and equipment" } } }, "localname": "PropertyPlantAndEquipmentGross", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BalanceSheetComponentsPropertyandEquipmentNetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Property, Plant and Equipment [Line Items]", "terseLabel": "Property, Plant and Equipment [Line Items]" } } }, "localname": "PropertyPlantAndEquipmentLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BalanceSheetComponentsPropertyandEquipmentNetDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesScheduleofPropertyandEquipmentDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentNet": { "auth_ref": [ "r20", "r21", "r316", "r668", "r721", "r733" ], "calculation": { "http://chargepoint.com/role/BalanceSheetComponentsPropertyandEquipmentNetDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://chargepoint.com/role/ConsolidatedBalanceSheets": { "order": 5.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.", "label": "Property, Plant and Equipment, Net", "terseLabel": "Property and equipment, net", "totalLabel": "Total Property and Equipment, Net" } } }, "localname": "PropertyPlantAndEquipmentNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BalanceSheetComponentsPropertyandEquipmentNetDetails", "http://chargepoint.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentPolicyTextBlock": { "auth_ref": [ "r50", "r316", "r764", "r765" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.", "label": "Property, Plant and Equipment, Policy [Policy Text Block]", "terseLabel": "Property and Equipment, net" } } }, "localname": "PropertyPlantAndEquipmentPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentTextBlock": { "auth_ref": [ "r20", "r316" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property, Plant and Equipment [Table Text Block]", "terseLabel": "Schedule of Property and Equipment, Net" } } }, "localname": "PropertyPlantAndEquipmentTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BalanceSheetComponentsTables", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentTypeDomain": { "auth_ref": [ "r20", "r314" ], "lang": { "en-us": { "role": { "documentation": "Listing of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software.", "label": "Long-Lived Tangible Asset [Domain]", "terseLabel": "Long-Lived Tangible Asset [Domain]" } } }, "localname": "PropertyPlantAndEquipmentTypeDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BalanceSheetComponentsPropertyandEquipmentNetDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesScheduleofPropertyandEquipmentDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PropertyPlantAndEquipmentUsefulLife": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Useful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment.", "label": "Property, Plant and Equipment, Useful Life", "terseLabel": "Property, Plant and Equipment, Useful Life" } } }, "localname": "PropertyPlantAndEquipmentUsefulLife", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesScheduleofPropertyandEquipmentDetails" ], "xbrltype": "durationItemType" }, "us-gaap_ProvisionForDoubtfulAccounts": { "auth_ref": [ "r98", "r280" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense (reversal of expense) for expected credit loss on accounts receivable.", "label": "Accounts Receivable, Credit Loss Expense (Reversal)", "terseLabel": "Additions Charged To Expense" } } }, "localname": "ProvisionForDoubtfulAccounts", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesAllowanceforCreditLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ReconciliationOfUnrecognizedTaxBenefitsExcludingAmountsPertainingToExaminedTaxReturnsRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]", "terseLabel": "Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]" } } }, "localname": "ReconciliationOfUnrecognizedTaxBenefitsExcludingAmountsPertainingToExaminedTaxReturnsRollForward", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesReconciliationoftheBeginningandEndingAmountofGrossUnrecognizedTaxBenefitsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RedeemableConvertiblePreferredStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Description of type or class of redeemable convertible preferred stock. Convertible redeemable preferred stock possess conversion and redemption features. The stock has redemption features that are outside the control of the issuer.", "label": "Redeemable Convertible Preferred Stock [Member]", "terseLabel": "Redeemable convertible preferred stock (on an as-converted basis)" } } }, "localname": "RedeemableConvertiblePreferredStockMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BasicandDilutedNetLossperShareAntidilutiveSecuritiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RelatedPartyDomain": { "auth_ref": [ "r446", "r659", "r660" ], "lang": { "en-us": { "role": { "documentation": "Related parties include affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.", "label": "Related Party [Domain]", "terseLabel": "Related Party [Domain]" } } }, "localname": "RelatedPartyDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/RelatedPartyTransactionsNarrativeDetails", "http://chargepoint.com/role/RelatedPartyTransactionsScheduleofRevenueTransactionsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RelatedPartyTransactionLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Related Party Transaction [Line Items]", "terseLabel": "Related Party Transaction [Line Items]" } } }, "localname": "RelatedPartyTransactionLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/RelatedPartyTransactionsNarrativeDetails", "http://chargepoint.com/role/RelatedPartyTransactionsScheduleofRevenueTransactionsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Related Party Transactions [Abstract]" } } }, "localname": "RelatedPartyTransactionsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionsByRelatedPartyAxis": { "auth_ref": [ "r446", "r659", "r663", "r691", "r692", "r693", "r694", "r695", "r696", "r697", "r698", "r699", "r700", "r701", "r702" ], "lang": { "en-us": { "role": { "documentation": "Information by type of related party. Related parties include, but not limited to, affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.", "label": "Related Party [Axis]", "terseLabel": "Related Party [Axis]" } } }, "localname": "RelatedPartyTransactionsByRelatedPartyAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/RelatedPartyTransactionsNarrativeDetails", "http://chargepoint.com/role/RelatedPartyTransactionsScheduleofRevenueTransactionsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionsDisclosureTextBlock": { "auth_ref": [ "r657", "r658", "r660", "r664", "r665" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.", "label": "Related Party Transactions Disclosure [Text Block]", "terseLabel": "Related Party Transactions" } } }, "localname": "RelatedPartyTransactionsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/RelatedPartyTransactions" ], "xbrltype": "textBlockItemType" }, "us-gaap_RepaymentsOfLongTermDebt": { "auth_ref": [ "r114" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for debt initially having maturity due after one year or beyond the normal operating cycle, if longer.", "label": "Repayments of Long-term Debt", "negatedTerseLabel": "Repayment of borrowings" } } }, "localname": "RepaymentsOfLongTermDebt", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ResearchAndDevelopmentExpense": { "auth_ref": [ "r500", "r684", "r778" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofOperations": { "order": 1.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate costs incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or the entity's use, during the reporting period charged to research and development projects, including the costs of developing computer software up to the point in time of achieving technological feasibility, and costs allocated in accounting for a business combination to in-process projects deemed to have no alternative future use.", "label": "Research and Development Expense", "terseLabel": "Research and development" } } }, "localname": "ResearchAndDevelopmentExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_ResearchAndDevelopmentExpenseMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Primary financial statement caption in which the reported facts about research and development expense have been included.", "label": "Research and Development Expense [Member]", "terseLabel": "Research and development" } } }, "localname": "ResearchAndDevelopmentExpenseMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockbasedCompensationExpenseDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ResearchAndDevelopmentExpensePolicy": { "auth_ref": [ "r500" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for costs it has incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process.", "label": "Research and Development Expense, Policy [Policy Text Block]", "terseLabel": "Research and Development" } } }, "localname": "ResearchAndDevelopmentExpensePolicy", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_RestrictedCashAndCashEquivalentsCashAndCashEquivalentsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Type of cash and cash equivalent. Cash is currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash and Cash Equivalents [Domain]", "terseLabel": "Cash and Cash Equivalents [Domain]" } } }, "localname": "RestrictedCashAndCashEquivalentsCashAndCashEquivalentsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsAssetsandLiabilitiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RestrictedCashCurrent": { "auth_ref": [ "r8", "r19", "r130" ], "calculation": { "http://chargepoint.com/role/ConsolidatedBalanceSheets": { "order": 5.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 }, "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesCashandCashEquivalentsDetails": { "order": 2.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash restricted as to withdrawal or usage, classified as current. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits.", "label": "Restricted Cash, Current", "terseLabel": "Restricted cash" } } }, "localname": "RestrictedCashCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheets", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesCashandCashEquivalentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestrictedStockUnitsRSUMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share instrument which is convertible to stock or an equivalent amount of cash, after a specified period of time or when specified performance conditions are met.", "label": "Restricted Stock Units (RSUs) [Member]", "terseLabel": "Restricted stock units", "verboseLabel": "RSU" } } }, "localname": "RestrictedStockUnitsRSUMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BasicandDilutedNetLossperShareAntidilutiveSecuritiesDetails", "http://chargepoint.com/role/CommonStockReservedforFutureIssuanceDetails", "http://chargepoint.com/role/EquityPlansandStockBasedCompensationRestrictedStockUnitsActivityDetails", "http://chargepoint.com/role/EquityPlansandStockbasedCompensationNarrativeDetails", "http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockbasedCompensationExpenseDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RetainedEarningsAccumulatedDeficit": { "auth_ref": [ "r35", "r409", "r492", "r668", "r730", "r753", "r758" ], "calculation": { "http://chargepoint.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings (Accumulated Deficit)", "terseLabel": "Accumulated deficit" } } }, "localname": "RetainedEarningsAccumulatedDeficit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheets", "http://chargepoint.com/role/DescriptionofBusinessandBasisofPresentationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RetainedEarningsMember": { "auth_ref": [ "r2", "r148", "r149", "r150", "r153", "r163", "r166", "r275", "r489", "r490", "r491", "r532", "r533", "r591", "r749", "r751" ], "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings [Member]", "terseLabel": "Accumulated Deficit" } } }, "localname": "RetainedEarningsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "domainItemType" }, "us-gaap_RevenueFromContractWithCustomerExcludingAssessedTax": { "auth_ref": [ "r223", "r224", "r237", "r242", "r243", "r249", "r250", "r255", "r424", "r425", "r685" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofOperations": { "order": 2.0, "parentTag": "us-gaap_GrossProfit", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.", "label": "Revenue from Contract with Customer, Excluding Assessed Tax", "terseLabel": "Total revenue" } } }, "localname": "RevenueFromContractWithCustomerExcludingAssessedTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofOperations", "http://chargepoint.com/role/GeographicInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RevenueFromContractWithCustomerPolicyTextBlock": { "auth_ref": [ "r133", "r416", "r417", "r418", "r419", "r420", "r421", "r422", "r423", "r436" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for revenue from contract with customer.", "label": "Revenue from Contract with Customer [Policy Text Block]", "terseLabel": "Revenue Recognition, Remaining Performance Obligations and Deferred Revenue" } } }, "localname": "RevenueFromContractWithCustomerPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_RevenueFromExternalCustomersByGeographicAreasTableTextBlock": { "auth_ref": [ "r252" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of revenue from external customers by geographic areas attributed to the entity's country of domicile and to foreign countries from which the entity derives revenue.", "label": "Revenue from External Customers by Geographic Areas [Table Text Block]", "terseLabel": "Schedule of Revenue by Geographic Area" } } }, "localname": "RevenueFromExternalCustomersByGeographicAreasTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/GeographicInformationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_RevenueFromRelatedParties": { "auth_ref": [ "r99", "r334", "r336", "r337", "r341", "r342", "r343", "r760" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of revenue, fees and commissions earned from transactions between (a) a parent company and its subsidiaries; (b) subsidiaries of a common parent; (c) an entity and trusts for the benefit of employees, for example, but not limited to, pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management; (d) an entity and its principal, owners, management, or members of their immediate families; and (e) affiliates.", "label": "Revenue from Related Parties", "terseLabel": "Revenue from related parties" } } }, "localname": "RevenueFromRelatedParties", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/RelatedPartyTransactionsScheduleofRevenueTransactionsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RevenueInitialApplicationPeriodCumulativeEffectTransitionLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Revenue, Initial Application Period Cumulative Effect Transition [Line Items]", "terseLabel": "Revenue, Initial Application Period Cumulative Effect Transition [Line Items]" } } }, "localname": "RevenueInitialApplicationPeriodCumulativeEffectTransitionLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesRemainingPerformanceObligationsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RevenueInitialApplicationPeriodCumulativeEffectTransitionTable": { "auth_ref": [ "r435" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information when using transition method for cumulative effect in initial period of application for revenue from contract with customer.", "label": "Revenue, Initial Application Period Cumulative Effect Transition [Table]", "terseLabel": "Revenue, Initial Application Period Cumulative Effect Transition [Table]" } } }, "localname": "RevenueInitialApplicationPeriodCumulativeEffectTransitionTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesRemainingPerformanceObligationsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RevenueRemainingPerformanceObligation": { "auth_ref": [ "r414" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of transaction price allocated to performance obligation that has not been recognized as revenue.", "label": "Revenue, Remaining Performance Obligation, Amount", "terseLabel": "Revenue expected to be recognized from remaining performance obligations" } } }, "localname": "RevenueRemainingPerformanceObligation", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesRemainingPerformanceObligationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionPeriod1": { "auth_ref": [ "r415" ], "lang": { "en-us": { "role": { "documentation": "Period in which remaining performance obligation is expected to be recognized as revenue, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period", "terseLabel": "Revenue expected to be recognized from remaining performance obligations (in months)" } } }, "localname": "RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionPeriod1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesRemainingPerformanceObligationsDetails" ], "xbrltype": "durationItemType" }, "us-gaap_RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionStartDateAxis": { "auth_ref": [ "r415" ], "lang": { "en-us": { "role": { "documentation": "Start date of time band for expected timing of satisfaction of remaining performance obligation, in YYYY-MM-DD format.", "label": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]", "terseLabel": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]" } } }, "localname": "RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionStartDateAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesRemainingPerformanceObligationsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RevenueRemainingPerformanceObligationPercentage": { "auth_ref": [ "r415" ], "lang": { "en-us": { "role": { "documentation": "Percentage of remaining performance obligation to total remaining performance obligation not recognized as revenue.", "label": "Revenue, Remaining Performance Obligation, Percentage", "terseLabel": "Revenue expected to be recognized from remaining performance obligations (as percent)" } } }, "localname": "RevenueRemainingPerformanceObligationPercentage", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesRemainingPerformanceObligationsDetails" ], "xbrltype": "percentItemType" }, "us-gaap_RevenuesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Revenues [Abstract]", "terseLabel": "Revenue" } } }, "localname": "RevenuesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "stringItemType" }, "us-gaap_SaleOfStockConsiderationReceivedOnTransaction": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Cash received on stock transaction after deduction of issuance costs.", "label": "Sale of Stock, Consideration Received on Transaction", "terseLabel": "Consideration received on sold shares" } } }, "localname": "SaleOfStockConsiderationReceivedOnTransaction", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/DescriptionofBusinessandBasisofPresentationDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SaleOfStockNameOfTransactionDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Sale of the entity's stock, including, but not limited to, initial public offering (IPO) and private placement.", "label": "Sale of Stock [Domain]", "terseLabel": "Sale of Stock [Domain]" } } }, "localname": "SaleOfStockNameOfTransactionDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/DescriptionofBusinessandBasisofPresentationDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SaleOfStockNumberOfSharesIssuedInTransaction": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The number of shares issued or sold by the subsidiary or equity method investee per stock transaction.", "label": "Sale of Stock, Number of Shares Issued in Transaction", "terseLabel": "Number of shares sold (in shares)" } } }, "localname": "SaleOfStockNumberOfSharesIssuedInTransaction", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/DescriptionofBusinessandBasisofPresentationDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_SaleOfStockPricePerShare": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Per share amount received by subsidiary or equity investee for each share of common stock issued or sold in the stock transaction.", "label": "Sale of Stock, Price Per Share", "terseLabel": "Purchase price per share (USD per share)" } } }, "localname": "SaleOfStockPricePerShare", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ScheduleOfAccruedLiabilitiesTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of accrued liabilities.", "label": "Schedule of Accrued Liabilities [Table Text Block]", "terseLabel": "Schedule of Accrued and Other Current Liabilities" } } }, "localname": "ScheduleOfAccruedLiabilitiesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BalanceSheetComponentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTable": { "auth_ref": [ "r194" ], "lang": { "en-us": { "role": { "documentation": "Schedule for securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) in the future that were not included in the computation of diluted EPS because to do so would increase EPS amounts or decrease loss per share amounts for the period presented, by Antidilutive Securities.", "label": "Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table]", "terseLabel": "Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table]" } } }, "localname": "ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BasicandDilutedNetLossperShareAntidilutiveSecuritiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock": { "auth_ref": [ "r194" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) in the future that were not included in the computation of diluted EPS because to do so would increase EPS amounts or decrease loss per share amounts for the period presented, by antidilutive securities.", "label": "Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]", "terseLabel": "Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share" } } }, "localname": "ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BasicandDilutedNetLossperShareTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionTable": { "auth_ref": [ "r550", "r551" ], "lang": { "en-us": { "role": { "documentation": "Schedule reflecting each material business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities.", "label": "Schedule of Business Acquisitions, by Acquisition [Table]", "terseLabel": "Schedule of Business Acquisitions, by Acquisition [Table]" } } }, "localname": "ScheduleOfBusinessAcquisitionsByAcquisitionTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryAssetsandLiabilitiesAcquiredDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryPurchasePriceConsiderationDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsProFormaInformationDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsScheduleofGoodwillDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsScheduleofIntangibleAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock": { "auth_ref": [ "r550", "r551" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts.", "label": "Schedule of Business Acquisitions, by Acquisition [Table Text Block]", "terseLabel": "Schedule of Business Acquisitions, by Acquisition" } } }, "localname": "ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfCashAndCashEquivalentsTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of cash and cash equivalents.", "label": "Schedule of Cash and Cash Equivalents [Table Text Block]", "terseLabel": "Schedule of Cash and Cash Equivalents" } } }, "localname": "ScheduleOfCashAndCashEquivalentsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock": { "auth_ref": [ "r528" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years.", "label": "Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]", "terseLabel": "Schedule of Components of Income Tax Expense (Benefit)" } } }, "localname": "ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock": { "auth_ref": [ "r519" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets.", "label": "Schedule of Deferred Tax Assets and Liabilities [Table Text Block]", "terseLabel": "Schedule of Deferred Tax Assets and Liabilities" } } }, "localname": "ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock": { "auth_ref": [ "r193" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations.", "label": "Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]", "terseLabel": "Schedule of Loss Per Share Attributable to Common Stockholders, Basic and Diluted" } } }, "localname": "ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BasicandDilutedNetLossperShareTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock": { "auth_ref": [ "r507" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pretax income from continuing operations.", "label": "Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]", "terseLabel": "Schedule of Effective Income Tax Rate Reconciliation" } } }, "localname": "ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTable": { "auth_ref": [ "r456", "r480", "r494" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about amount recognized for award under share-based payment arrangement. Includes, but is not limited to, amount expensed in statement of income or comprehensive income, amount capitalized in statement of financial position, and corresponding reporting line item in financial statements.", "label": "Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table]", "terseLabel": "Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table]" } } }, "localname": "ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockbasedCompensationExpenseDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTextBlock": { "auth_ref": [ "r456", "r480", "r494" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of allocation of amount expensed and capitalized for award under share-based payment arrangement to statement of income or comprehensive income and statement of financial position. Includes, but is not limited to, corresponding line item in financial statement.", "label": "Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block]", "terseLabel": "Schedule of Stock-based Compensation Expense" } } }, "localname": "ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock": { "auth_ref": [ "r594", "r595" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of assets and liabilities, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3).", "label": "Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]", "terseLabel": "Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis" } } }, "localname": "ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfFiniteLivedIntangibleAssetsAcquiredAsPartOfBusinessCombinationTextBlock": { "auth_ref": [ "r302" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of finite-lived intangible assets acquired as part of a business combination or through an asset purchase, by major class and in total, including the value of the asset acquired, any significant residual value (the expected value of the asset at the end of its useful life) and the weighted-average amortization period.", "label": "Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block]", "terseLabel": "Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination" } } }, "localname": "ScheduleOfFiniteLivedIntangibleAssetsAcquiredAsPartOfBusinessCombinationTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfGoodwillTextBlock": { "auth_ref": [ "r300", "r301" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.", "label": "Schedule of Goodwill [Table Text Block]", "terseLabel": "Schedule of Goodwill" } } }, "localname": "ScheduleOfGoodwillTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock": { "auth_ref": [ "r139" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of income before income tax between domestic and foreign jurisdictions.", "label": "Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block]", "terseLabel": "Schedule of Income before Income Tax, Domestic and Foreign" } } }, "localname": "ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfInventoryCurrentTableTextBlock": { "auth_ref": [ "r17", "r44", "r45", "r46" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the carrying amount as of the balance sheet date of merchandise, goods, commodities, or supplies held for future sale or to be used in manufacturing, servicing or production process.", "label": "Schedule of Inventory, Current [Table Text Block]", "terseLabel": "Schedule of Inventories" } } }, "localname": "ScheduleOfInventoryCurrentTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BalanceSheetComponentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfLongLivedAssetsHeldForSaleTable": { "auth_ref": [ "r5", "r319" ], "lang": { "en-us": { "role": { "documentation": "Description and amounts of long lived assets held for sale. Disclosure may include the description of the facts and circumstances leading to the expected disposal, manner and timing of disposal, the carrying value of the assets held for sale, the gain (loss) recognized in the income statement and the income statement caption that includes that gain (loss).", "label": "Schedule of Long Lived Assets Held-for-sale [Table]", "terseLabel": "Schedule of Long Lived Assets Held-for-sale [Table]" } } }, "localname": "ScheduleOfLongLivedAssetsHeldForSaleTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/GeographicInformationLongLivedAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfOtherCurrentAssetsTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the carrying amounts of other current assets.", "label": "Schedule of Other Current Assets [Table Text Block]", "terseLabel": "Schedule of Other Current Assets" } } }, "localname": "ScheduleOfOtherCurrentAssetsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BalanceSheetComponentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfPropertyPlantAndEquipmentTable": { "auth_ref": [ "r52", "r316" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property, Plant and Equipment [Table]", "terseLabel": "Property, Plant and Equipment [Table]" } } }, "localname": "ScheduleOfPropertyPlantAndEquipmentTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BalanceSheetComponentsPropertyandEquipmentNetDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesScheduleofPropertyandEquipmentDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock": { "auth_ref": [ "r554" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree.", "label": "Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]", "terseLabel": "Schedule of Recognized Identified Assets Acquired and Liabilities Assumed" } } }, "localname": "ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfRelatedPartyTransactionsByRelatedPartyTable": { "auth_ref": [ "r661", "r663" ], "lang": { "en-us": { "role": { "documentation": "Schedule of quantitative and qualitative information pertaining to related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.", "label": "Schedule of Related Party Transactions, by Related Party [Table]", "terseLabel": "Schedule of Related Party Transactions, by Related Party [Table]" } } }, "localname": "ScheduleOfRelatedPartyTransactionsByRelatedPartyTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/RelatedPartyTransactionsNarrativeDetails", "http://chargepoint.com/role/RelatedPartyTransactionsScheduleofRevenueTransactionsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfRelatedPartyTransactionsTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of related party transactions. Examples of related party transactions include, but are not limited to, transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners and (d) affiliates.", "label": "Schedule of Related Party Transactions [Table Text Block]", "terseLabel": "Schedule of Related Party Transactions" } } }, "localname": "ScheduleOfRelatedPartyTransactionsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/RelatedPartyTransactionsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfRestrictedCashAndCashEquivalentsTextBlock": { "auth_ref": [ "r19", "r130", "r704", "r728" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of cash and cash equivalents restricted as to withdrawal or usage.", "label": "Restrictions on Cash and Cash Equivalents [Table Text Block]", "terseLabel": "Restrictions on Cash and Cash Equivalents" } } }, "localname": "ScheduleOfRestrictedCashAndCashEquivalentsTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable": { "auth_ref": [ "r458", "r483" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about share-based payment arrangement.", "label": "Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table]", "terseLabel": "Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table]" } } }, "localname": "ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockBasedCompensationFairValueAssumptionsDetails", "http://chargepoint.com/role/EquityPlansandStockBasedCompensationRestrictedStockUnitsActivityDetails", "http://chargepoint.com/role/EquityPlansandStockbasedCompensationNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock": { "auth_ref": [ "r461", "r471", "r474" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure for stock option plans. Includes, but is not limited to, outstanding awards at beginning and end of year, grants, exercises, forfeitures, and weighted-average grant date fair value.", "label": "Share-based Payment Arrangement, Option, Activity [Table Text Block]", "terseLabel": "Share-based Payment Arrangement, Option, Activity" } } }, "localname": "ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedPaymentAwardEmployeeStockPurchasePlanValuationAssumptionsTableTextBlock": { "auth_ref": [ "r476" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the significant assumptions used during the year to estimate the fair value of employee stock purchase plans, including, but not limited to: (a) expected term, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions.", "label": "Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions [Table Text Block]", "terseLabel": "Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions" } } }, "localname": "ScheduleOfShareBasedPaymentAwardEmployeeStockPurchasePlanValuationAssumptionsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock": { "auth_ref": [ "r476" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the significant assumptions used during the year to estimate the fair value of stock options, including, but not limited to: (a) expected term of share options and similar instruments, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions.", "label": "Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]", "terseLabel": "Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions" } } }, "localname": "ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfStockByClassTable": { "auth_ref": [ "r63", "r135", "r202", "r203", "r381", "r384", "r385", "r386", "r387", "r388", "r389", "r391", "r395", "r400", "r403", "r404", "r405", "r406", "r407", "r408", "r409" ], "lang": { "en-us": { "role": { "documentation": "Schedule detailing information related to equity by class of stock. Class of stock includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. It also includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity.", "label": "Schedule of Stock by Class [Table]", "terseLabel": "Schedule of Stock by Class [Table]" } } }, "localname": "ScheduleOfStockByClassTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/CommonStockNarrativeDetails", "http://chargepoint.com/role/CommonStockReservedforFutureIssuanceDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfStockByClassTextBlock": { "auth_ref": [ "r29", "r30", "r31", "r382", "r384", "r385", "r403", "r404", "r405", "r406", "r407", "r408", "r409" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.", "label": "Schedule of Stock by Class [Table Text Block]", "terseLabel": "Schedule of Common Stock Reserved for Future Issuance" } } }, "localname": "ScheduleOfStockByClassTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/CommonStockTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfStockholdersEquityNoteWarrantsOrRightsTextBlock": { "auth_ref": [ "r410", "r455" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.", "label": "Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]", "terseLabel": "Schedule of Warrants" } } }, "localname": "ScheduleOfStockholdersEquityNoteWarrantsOrRightsTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfUnrecognizedTaxBenefitsRollForwardTableTextBlock": { "auth_ref": [ "r513", "r529" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the change in unrecognized tax benefits.", "label": "Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block]", "terseLabel": "Schedule of Unrecognized Tax Benefits Roll Forward" } } }, "localname": "ScheduleOfUnrecognizedTaxBenefitsRollForwardTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_SegmentReportingAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Segment Reporting [Abstract]" } } }, "localname": "SegmentReportingAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_SegmentReportingDisclosureTextBlock": { "auth_ref": [ "r219", "r221", "r222", "r229", "r230", "r241", "r245", "r246", "r247", "r248", "r249", "r254", "r255", "r256" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.", "label": "Segment Reporting Disclosure [Text Block]", "terseLabel": "Geographic Information" } } }, "localname": "SegmentReportingDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/GeographicInformation" ], "xbrltype": "textBlockItemType" }, "us-gaap_SegmentReportingPolicyPolicyTextBlock": { "auth_ref": [ "r231", "r232", "r233", "r234", "r235", "r236", "r250" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for segment reporting.", "label": "Segment Reporting, Policy [Policy Text Block]", "terseLabel": "Segment Reporting" } } }, "localname": "SegmentReportingPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_SellingAndMarketingExpense": { "auth_ref": [], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofOperations": { "order": 2.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate total amount of expenses directly related to the marketing or selling of products or services.", "label": "Selling and Marketing Expense", "terseLabel": "Sales and marketing" } } }, "localname": "SellingAndMarketingExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_SellingAndMarketingExpenseMember": { "auth_ref": [ "r97" ], "lang": { "en-us": { "role": { "documentation": "Primary financial statement caption encompassing selling and marketing expense.", "label": "Selling and Marketing Expense [Member]", "terseLabel": "Sales and marketing" } } }, "localname": "SellingAndMarketingExpenseMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockbasedCompensationExpenseDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensation": { "auth_ref": [ "r121" ], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of noncash expense for share-based payment arrangement.", "label": "Share-based Payment Arrangement, Noncash Expense", "terseLabel": "Stock-based compensation" } } }, "localname": "ShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod": { "auth_ref": [ "r466" ], "lang": { "en-us": { "role": { "documentation": "The number of equity-based payment instruments, excluding stock (or unit) options, that were forfeited during the reporting period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period", "negatedTerseLabel": "Forfeited (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockBasedCompensationRestrictedStockUnitsActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue": { "auth_ref": [ "r470" ], "lang": { "en-us": { "role": { "documentation": "Weighted average fair value as of the grant date of equity-based award plans other than stock (unit) option plans that were not exercised or put into effect as a result of the occurrence of a terminating event.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value", "terseLabel": "Forfeited (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockBasedCompensationRestrictedStockUnitsActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod": { "auth_ref": [ "r468" ], "lang": { "en-us": { "role": { "documentation": "The number of grants made during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan).", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period", "terseLabel": "Granted (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockBasedCompensationRestrictedStockUnitsActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue": { "auth_ref": [ "r468" ], "lang": { "en-us": { "role": { "documentation": "The weighted average fair value at grant date for nonvested equity-based awards issued during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan).", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value", "terseLabel": "Granted (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockBasedCompensationRestrictedStockUnitsActivityDetails", "http://chargepoint.com/role/EquityPlansandStockbasedCompensationNarrativeDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber": { "auth_ref": [ "r467" ], "lang": { "en-us": { "role": { "documentation": "The number of non-vested equity-based payment instruments, excluding stock (or unit) options, that validly exist and are outstanding as of the balance sheet date.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number", "periodEndLabel": "Outstanding, ending balance (in shares)", "periodStartLabel": "Outstanding, beginning balance (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockBasedCompensationRestrictedStockUnitsActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]", "terseLabel": "Number of Shares" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedRollForward", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockBasedCompensationRestrictedStockUnitsActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue": { "auth_ref": [ "r467" ], "lang": { "en-us": { "role": { "documentation": "Per share or unit weighted-average fair value of nonvested award under share-based payment arrangement. Excludes share and unit options.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value", "periodEndLabel": "Outstanding, ending balance (in dollars per share)", "periodStartLabel": "Outstanding, beginning balance (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockBasedCompensationRestrictedStockUnitsActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValueRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]", "terseLabel": "Weighted Average Grant Date Fair Value per Share" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValueRollForward", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockBasedCompensationRestrictedStockUnitsActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriod": { "auth_ref": [ "r469" ], "lang": { "en-us": { "role": { "documentation": "The number of equity-based payment instruments, excluding stock (or unit) options, that vested during the reporting period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period", "negatedTerseLabel": "Vested (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriod", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockBasedCompensationRestrictedStockUnitsActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodTotalFairValue": { "auth_ref": [ "r473" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value of share-based awards for which the grantee gained the right by satisfying service and performance requirements, to receive or retain shares or units, other instruments, or cash.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value", "terseLabel": "Fair value of awards vested" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodTotalFairValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodWeightedAverageGrantDateFairValue": { "auth_ref": [ "r469" ], "lang": { "en-us": { "role": { "documentation": "The weighted average fair value as of grant date pertaining to an equity-based award plan other than a stock (or unit) option plan for which the grantee gained the right during the reporting period, by satisfying service and performance requirements, to receive or retain shares or units, other instruments, or cash in accordance with the terms of the arrangement.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value", "terseLabel": "Vested (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockBasedCompensationRestrictedStockUnitsActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate": { "auth_ref": [ "r478" ], "lang": { "en-us": { "role": { "documentation": "The estimated dividend rate (a percentage of the share price) to be paid (expected dividends) to holders of the underlying shares over the option's term.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate", "terseLabel": "Dividend Rate" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockBasedCompensationFairValueAssumptionsDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMaximum": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The estimated measure of the maximum percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum", "terseLabel": "Expected volatility, maximum" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMaximum", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockBasedCompensationFairValueAssumptionsDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMinimum": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The estimated measure of the minimum percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum", "terseLabel": "Expected volatility, minimum" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMinimum", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockBasedCompensationFairValueAssumptionsDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRateMaximum": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The maximum risk-free interest rate assumption that is used in valuing an option on its own shares.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum", "terseLabel": "Risk-free interest rate, maximum" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRateMaximum", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockBasedCompensationFairValueAssumptionsDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRateMinimum": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The minimum risk-free interest rate assumption that is used in valuing an option on its own shares.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum", "terseLabel": "Risk-free interest rate, minimum" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRateMinimum", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockBasedCompensationFairValueAssumptionsDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Share-based Compensation Arrangement by Share-based Payment Award [Line Items]", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award [Line Items]" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockBasedCompensationFairValueAssumptionsDetails", "http://chargepoint.com/role/EquityPlansandStockBasedCompensationRestrictedStockUnitsActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardMaximumEmployeeSubscriptionRate": { "auth_ref": [ "r483" ], "lang": { "en-us": { "role": { "documentation": "The highest percentage of annual salary that an employee is permitted to utilize with respect to the plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Rate", "terseLabel": "Eligible compensation per employee (as a percent)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardMaximumEmployeeSubscriptionRate", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardMaximumNumberOfSharesPerEmployee": { "auth_ref": [ "r483" ], "lang": { "en-us": { "role": { "documentation": "The highest quantity of shares an employee can purchase under the plan per period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Maximum Number of Shares Per Employee", "terseLabel": "Maximum number of shares to be purchased per employee (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardMaximumNumberOfSharesPerEmployee", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsAdditionalDisclosuresAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]", "terseLabel": "Weighted Average Remaining Contractual term (in years)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsAdditionalDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockOptionActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber": { "auth_ref": [ "r464" ], "lang": { "en-us": { "role": { "documentation": "The number of shares into which fully or partially vested stock options outstanding as of the balance sheet date can be currently converted under the option plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number", "terseLabel": "Exercisable at end of period (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice": { "auth_ref": [ "r464" ], "lang": { "en-us": { "role": { "documentation": "The weighted-average price as of the balance sheet date at which grantees can acquire the shares reserved for issuance on vested portions of options outstanding and currently exercisable under the stock option plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price", "terseLabel": "Exercisable as of end of period (USD per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod": { "auth_ref": [ "r466" ], "lang": { "en-us": { "role": { "documentation": "The number of shares under options that were cancelled during the reporting period as a result of occurrence of a terminating event specified in contractual agreements pertaining to the stock option plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period", "negatedTerseLabel": "Cancelled (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Gross number of share options (or share units) granted during the period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross", "terseLabel": "Number of stock options granted (in shares)", "verboseLabel": "Granted (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationNarrativeDetails", "http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockOptionActivityDetails", "http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockbasedCompensationExpenseDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue": { "auth_ref": [ "r483" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount by which the current fair value of the underlying stock exceeds the exercise price of options outstanding.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value", "terseLabel": "Outstanding" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockOptionActivityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber": { "auth_ref": [ "r463", "r483" ], "lang": { "en-us": { "role": { "documentation": "Number of options outstanding, including both vested and non-vested options.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number", "periodEndLabel": "Outstanding as end of period (in shares)", "periodStartLabel": "Outstanding as of beginning of period (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]", "terseLabel": "Number of Stock Option Awards" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingRollForward", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockOptionActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice": { "auth_ref": [ "r462" ], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price", "periodEndLabel": "Outstanding as of end of period (USD per share)", "periodStartLabel": "Outstanding as of beginning of period (USD per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePriceRollforward": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]", "terseLabel": "Weighted Average Exercise Price" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePriceRollforward", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockOptionActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingAggregateIntrinsicValue": { "auth_ref": [ "r474" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount by which current fair value of underlying stock exceeds exercise price of fully vested and expected to vest options outstanding. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value", "terseLabel": "Options vested and expected to vest" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingAggregateIntrinsicValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockOptionActivityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingNumber": { "auth_ref": [ "r475" ], "lang": { "en-us": { "role": { "documentation": "Number of fully vested and expected to vest options outstanding that can be converted into shares under option plan. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number", "terseLabel": "Options vested and expected to vest at end of period (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingNumber", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageExercisePrice": { "auth_ref": [ "r475" ], "lang": { "en-us": { "role": { "documentation": "Weighted-average exercise price, at which grantee can acquire shares reserved for issuance, for fully vested and expected to vest options outstanding. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price", "terseLabel": "Options vested and expected to vest as of end of period (USD per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardPercentageOfOutstandingStockMaximum": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Maximum number of shares that may be issued in accordance with the plan as a proportion of outstanding capital stock.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum", "terseLabel": "Percent of outstanding shares (as a percent)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardPercentageOfOutstandingStockMaximum", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain": { "auth_ref": [ "r455", "r459" ], "lang": { "en-us": { "role": { "documentation": "Award under share-based payment arrangement.", "label": "Award Type [Domain]", "terseLabel": "Award Type [Domain]" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/CommonStockReservedforFutureIssuanceDetails", "http://chargepoint.com/role/EquityPlansandStockBasedCompensationFairValueAssumptionsDetails", "http://chargepoint.com/role/EquityPlansandStockBasedCompensationRestrictedStockUnitsActivityDetails", "http://chargepoint.com/role/EquityPlansandStockbasedCompensationNarrativeDetails", "http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockbasedCompensationExpenseDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which option holders acquired shares when converting their stock options into shares.", "label": "Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price", "terseLabel": "Options exercised (USD per share)" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which grantees could have acquired the underlying shares with respect to stock options that were terminated.", "label": "Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price", "terseLabel": "Cancelled (USD per share)" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average per share amount at which grantees can acquire shares of common stock by exercise of options.", "label": "Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price", "terseLabel": "Granted (USD per share)" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationOptionAndIncentivePlansPolicy": { "auth_ref": [ "r458", "r460" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for award under share-based payment arrangement. Includes, but is not limited to, methodology and assumption used in measuring cost.", "label": "Share-based Payment Arrangement [Policy Text Block]", "terseLabel": "Stock-based Compensation" } } }, "localname": "ShareBasedCompensationOptionAndIncentivePlansPolicy", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1": { "auth_ref": [ "r477", "r493" ], "lang": { "en-us": { "role": { "documentation": "Expected term of award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term", "terseLabel": "Expected Term (in years)" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockBasedCompensationFairValueAssumptionsDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableIntrinsicValue1": { "auth_ref": [ "r483" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of difference between fair value of the underlying shares reserved for issuance and exercise price of vested portions of options outstanding and currently exercisable.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value", "terseLabel": "Exercisable" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableIntrinsicValue1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockOptionActivityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1": { "auth_ref": [ "r483" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining contractual term for vested portions of options outstanding and currently exercisable or convertible, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term", "terseLabel": "Exercisable (in years)" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockOptionActivityDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2": { "auth_ref": [ "r475" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining contractual term for option awards outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term", "terseLabel": "Outstanding (in years)" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockOptionActivityDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageRemainingContractualTerm1": { "auth_ref": [ "r475" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining contractual term for fully vested and expected to vest options outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term", "terseLabel": "Options vested and expected to ves (in years)" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageRemainingContractualTerm1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockOptionActivityDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedWeightedAverageGrantDateFairValue": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average grant-date fair value of options vested.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value", "terseLabel": "Weighted average grant date fair value (USD per share)" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationNarrativeDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardPurchasePriceOfCommonStockPercent": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Purchase price of common stock expressed as a percentage of its fair value.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent", "terseLabel": "Purchase price of common stock, percent of fair value" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardPurchasePriceOfCommonStockPercent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/EquityPlansandStockbasedCompensationNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_SharesOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of shares issued which are neither cancelled nor held in the treasury.", "label": "Shares, Outstanding", "periodEndLabel": "Ending balance (in shares)", "periodStartLabel": "Beginning balance (in shares)", "terseLabel": "Shares outstanding (in shares)" } } }, "localname": "SharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/CommonStockNarrativeDetails", "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "sharesItemType" }, "us-gaap_SignificantAccountingPoliciesTextBlock": { "auth_ref": [ "r131", "r147" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for all significant accounting policies of the reporting entity.", "label": "Significant Accounting Policies [Text Block]", "terseLabel": "Summary of Significant Accounting Policies" } } }, "localname": "SignificantAccountingPoliciesTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_StandardProductWarrantyPolicy": { "auth_ref": [ "r328" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for standard warranties including the methodology for measuring the liability.", "label": "Standard Product Warranty, Policy [Policy Text Block]", "terseLabel": "Warranty" } } }, "localname": "StandardProductWarrantyPolicy", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_StateAndLocalJurisdictionMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Designated tax department of a state or local government entitled to levy and collect income taxes from the entity.", "label": "State and Local Jurisdiction [Member]", "terseLabel": "Other States" } } }, "localname": "StateAndLocalJurisdictionMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_StatementClassOfStockAxis": { "auth_ref": [ "r29", "r30", "r31", "r135", "r138", "r172", "r176", "r188", "r191", "r193", "r202", "r203", "r204", "r271", "r331", "r336", "r337", "r338", "r342", "r343", "r386", "r387", "r391", "r395", "r402", "r614", "r787" ], "lang": { "en-us": { "role": { "documentation": "Information by the different classes of stock of the entity.", "label": "Class of Stock [Axis]", "terseLabel": "Class of Stock [Axis]" } } }, "localname": "StatementClassOfStockAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/CommonStockReservedforFutureIssuanceDetails", "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficitParenthetical", "http://chargepoint.com/role/RedeemableConvertiblePreferredStockNarrativeDetails", "http://chargepoint.com/role/RedeemableConvertiblePreferredStockScheduleofRedeemableConvertiblePreferredStockDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails", "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesCommonStockWarrantLiabilityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StatementEquityComponentsAxis": { "auth_ref": [ "r2", "r66", "r89", "r90", "r91", "r148", "r149", "r150", "r153", "r163", "r166", "r201", "r275", "r402", "r409", "r489", "r490", "r491", "r532", "r533", "r591", "r624", "r625", "r626", "r627", "r628", "r629", "r749", "r750", "r751", "r795" ], "lang": { "en-us": { "role": { "documentation": "Information by component of equity.", "label": "Equity Components [Axis]", "terseLabel": "Equity Components [Axis]" } } }, "localname": "StatementEquityComponentsAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/CommonStockNarrativeDetails", "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutFairValueInputsofWarrantsandContingentEarnoutLiabilityDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutNarrativeDetails", "http://chargepoint.com/role/StockWarrantsandEarnoutsWarrantActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StatementLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Statement [Line Items]", "terseLabel": "Statement [Line Items]" } } }, "localname": "StatementLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows", "http://chargepoint.com/role/ConsolidatedStatementsofOperations", "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit", "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficitParenthetical" ], "xbrltype": "stringItemType" }, "us-gaap_StatementOfCashFlowsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Cash Flows [Abstract]" } } }, "localname": "StatementOfCashFlowsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfFinancialPositionAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Financial Position [Abstract]" } } }, "localname": "StatementOfFinancialPositionAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfIncomeAndComprehensiveIncomeAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Comprehensive Income [Abstract]" } } }, "localname": "StatementOfIncomeAndComprehensiveIncomeAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Stockholders' Equity [Abstract]" } } }, "localname": "StatementOfStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementTable": { "auth_ref": [ "r148", "r149", "r150", "r201", "r685" ], "lang": { "en-us": { "role": { "documentation": "Schedule reflecting a Statement of Income, Statement of Cash Flows, Statement of Financial Position, Statement of Shareholders' Equity and Other Comprehensive Income, or other statement as needed.", "label": "Statement [Table]", "terseLabel": "Statement [Table]" } } }, "localname": "StatementTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows", "http://chargepoint.com/role/ConsolidatedStatementsofOperations", "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit", "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficitParenthetical" ], "xbrltype": "stringItemType" }, "us-gaap_StockIssued1": { "auth_ref": [ "r127", "r128", "r129" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The fair value of stock issued in noncash financing activities.", "label": "Stock Issued", "terseLabel": "Issuance of common stock in connection with acquisitions" } } }, "localname": "StockIssued1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodSharesAcquisitions": { "auth_ref": [ "r30", "r31", "r409" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of stock issued during the period pursuant to acquisitions.", "label": "Stock Issued During Period, Shares, Acquisitions", "terseLabel": "Common stock of switchback (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesAcquisitions", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsCommonStockDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities": { "auth_ref": [ "r65", "r364", "r402", "r403", "r409" ], "lang": { "en-us": { "role": { "documentation": "Number of shares issued during the period as a result of the conversion of convertible securities.", "label": "Stock Issued During Period, Shares, Conversion of Convertible Securities", "terseLabel": "Issuance of common stock upon exercise of warrants (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesNewIssues": { "auth_ref": [ "r30", "r31", "r402", "r409" ], "lang": { "en-us": { "role": { "documentation": "Number of new stock issued during the period.", "label": "Stock Issued During Period, Shares, New Issues", "terseLabel": "Shares issued in PIPE (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesNewIssues", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsCommonStockDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesShareBasedCompensation": { "auth_ref": [ "r30", "r31", "r402", "r409" ], "lang": { "en-us": { "role": { "documentation": "Number, after forfeiture, of shares or units issued under share-based payment arrangement. Excludes shares or units issued under employee stock ownership plan (ESOP).", "label": "Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture", "terseLabel": "Issuance of common stock under stock plans, net of tax withholding (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesStockOptionsExercised": { "auth_ref": [ "r30", "r31", "r402", "r409", "r465" ], "lang": { "en-us": { "role": { "documentation": "Number of share options (or share units) exercised during the current period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period", "negatedLabel": "Options exercised (in shares)", "terseLabel": "Issuance of common stock upon exercise of vested stock options (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesStockOptionsExercised", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit", "http://chargepoint.com/role/EquityPlansandStockbasedCompensationStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodValueAcquisitions": { "auth_ref": [ "r66", "r402", "r409" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of stock issued pursuant to acquisitions during the period.", "label": "Stock Issued During Period, Value, Acquisitions", "terseLabel": "Issuance of common stock in connection with acquisitions" } } }, "localname": "StockIssuedDuringPeriodValueAcquisitions", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities": { "auth_ref": [ "r66", "r402", "r409" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The gross value of stock issued during the period upon the conversion of convertible securities.", "label": "Stock Issued During Period, Value, Conversion of Convertible Securities", "terseLabel": "Issuance of common stock upon exercise of warrants" } } }, "localname": "StockIssuedDuringPeriodValueConversionOfConvertibleSecurities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation": { "auth_ref": [ "r30", "r31", "r409", "r457", "r472" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value, after forfeiture, of shares issued under share-based payment arrangement. Excludes employee stock ownership plan (ESOP).", "label": "Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture", "terseLabel": "Issuance of common stock under stock plans, net of tax withholding" } } }, "localname": "StockIssuedDuringPeriodValueShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueStockOptionsExercised": { "auth_ref": [ "r66", "r402", "r409" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of stock issued as a result of the exercise of stock options.", "label": "Stock Issued During Period, Value, Stock Options Exercised", "terseLabel": "Issuance of common stock upon exercise of vested stock options" } } }, "localname": "StockIssuedDuringPeriodValueStockOptionsExercised", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockRepurchasedDuringPeriodShares": { "auth_ref": [ "r30", "r31", "r402", "r409" ], "lang": { "en-us": { "role": { "documentation": "Number of shares that have been repurchased during the period and have not been retired and are not held in treasury. Some state laws may govern the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock.", "label": "Stock Repurchased During Period, Shares", "negatedLabel": "Repurchase of early exercised common stock (in shares)", "negatedTerseLabel": "Less redemption of Switchback shares" } } }, "localname": "StockRepurchasedDuringPeriodShares", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsCommonStockDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_StockholdersEquity": { "auth_ref": [ "r31", "r37", "r38", "r138", "r266", "r271", "r614", "r668" ], "calculation": { "http://chargepoint.com/role/ConsolidatedBalanceSheets": { "order": 4.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.", "label": "Stockholders' Equity Attributable to Parent", "periodEndLabel": "Ending balance", "periodStartLabel": "Beginning balance", "totalLabel": "Total stockholders' equity (deficit)" } } }, "localname": "StockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheets", "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Stockholders' Equity Attributable to Parent [Abstract]", "terseLabel": "Stockholders' equity (deficit):" } } }, "localname": "StockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheets", "http://chargepoint.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "stringItemType" }, "us-gaap_StockholdersEquityNoteDisclosureTextBlock": { "auth_ref": [ "r136", "r387", "r390", "r391", "r392", "r393", "r394", "r395", "r396", "r397", "r398", "r399", "r401", "r409", "r411" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.", "label": "Stockholders' Equity Note Disclosure [Text Block]", "terseLabel": "Common Stock" } } }, "localname": "StockholdersEquityNoteDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/CommonStock" ], "xbrltype": "textBlockItemType" }, "us-gaap_SubsequentEventLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Detail information of subsequent event by type. User is expected to use existing line items from elsewhere in the taxonomy as the primary line items for this disclosure, which is further associated with dimension and member elements pertaining to a subsequent event.", "label": "Subsequent Event [Line Items]", "terseLabel": "Subsequent Event [Line Items]" } } }, "localname": "SubsequentEventLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SubsequentEventsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventMember": { "auth_ref": [ "r630", "r670" ], "lang": { "en-us": { "role": { "documentation": "Identifies event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event [Member]", "terseLabel": "Subsequent Event" } } }, "localname": "SubsequentEventMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SubsequentEventsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SubsequentEventTable": { "auth_ref": [ "r630", "r670" ], "lang": { "en-us": { "role": { "documentation": "Discloses pertinent information about one or more significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued.", "label": "Subsequent Event [Table]", "terseLabel": "Subsequent Event [Table]" } } }, "localname": "SubsequentEventTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SubsequentEventsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventTypeAxis": { "auth_ref": [ "r630", "r670" ], "lang": { "en-us": { "role": { "documentation": "Information by event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event Type [Axis]", "terseLabel": "Subsequent Event Type [Axis]" } } }, "localname": "SubsequentEventTypeAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SubsequentEventsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventTypeDomain": { "auth_ref": [ "r630", "r670" ], "lang": { "en-us": { "role": { "documentation": "Event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event Type [Domain]", "terseLabel": "Subsequent Event Type [Domain]" } } }, "localname": "SubsequentEventTypeDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SubsequentEventsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SubsequentEventsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Subsequent Events [Abstract]" } } }, "localname": "SubsequentEventsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventsTextBlock": { "auth_ref": [ "r669", "r671" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.", "label": "Subsequent Events [Text Block]", "terseLabel": "Subsequent Events" } } }, "localname": "SubsequentEventsTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SubsequentEvents" ], "xbrltype": "textBlockItemType" }, "us-gaap_SubsidiarySaleOfStockAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of sale of the entity's stock.", "label": "Sale of Stock [Axis]", "terseLabel": "Sale of Stock [Axis]" } } }, "localname": "SubsidiarySaleOfStockAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/DescriptionofBusinessandBasisofPresentationDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SupplementalCashFlowInformationAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Supplemental Cash Flow Information [Abstract]", "terseLabel": "Supplementary cash flow information" } } }, "localname": "SupplementalCashFlowInformationAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_TaxCreditCarryforwardAmount": { "auth_ref": [ "r522" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of the tax credit carryforward, before tax effects, available to reduce future taxable income under enacted tax laws.", "label": "Tax Credit Carryforward, Amount", "terseLabel": "Research tax credit carryforward" } } }, "localname": "TaxCreditCarryforwardAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_TaxesPayableCurrent": { "auth_ref": [ "r56" ], "calculation": { "http://chargepoint.com/role/BalanceSheetComponentsAccruedandOtherCurrentLiabilitiesDetails": { "order": 2.0, "parentTag": "chpt_AccruedLiabilitiesAndOtherLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable for statutory income, sales, use, payroll, excise, real, property and other taxes. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Taxes Payable, Current", "terseLabel": "Taxes payable" } } }, "localname": "TaxesPayableCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BalanceSheetComponentsAccruedandOtherCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_TechnologyBasedIntangibleAssetsMember": { "auth_ref": [ "r555" ], "lang": { "en-us": { "role": { "documentation": "Technology-based intangible assets, including, but not limited to, patented technology, unpatented technology, and developed technology rights.", "label": "Technology-Based Intangible Assets [Member]", "terseLabel": "Developed technology" } } }, "localname": "TechnologyBasedIntangibleAssetsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsPreliminaryAssetsandLiabilitiesAcquiredDetails", "http://chargepoint.com/role/ReverseRecapitalizationBusinessCombinationsScheduleofIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_TemporaryEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Temporary Equity [Abstract]", "terseLabel": "Temporary Equity [Abstract]" } } }, "localname": "TemporaryEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheets", "http://chargepoint.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "stringItemType" }, "us-gaap_TemporaryEquityAccretionToRedemptionValueAdjustment": { "auth_ref": [], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofOperations": { "order": 5.0, "parentTag": "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of decrease to net income for accretion of temporary equity to its redemption value to derive net income apportioned to common stockholders.", "label": "Temporary Equity, Accretion to Redemption Value, Adjustment", "negatedTerseLabel": "Accretion of beneficial conversion feature of redeemable convertible preferred stock" } } }, "localname": "TemporaryEquityAccretionToRedemptionValueAdjustment", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BasicandDilutedNetLossperShareComputationofBasicandDilutedLossperShareDetails", "http://chargepoint.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_TemporaryEquityByClassOfStockTable": { "auth_ref": [ "r18", "r382" ], "lang": { "en-us": { "role": { "documentation": "Table of capital stock that is classified as temporary equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer. This table may include a description by series, value, shares authorized, shares issued and outstanding, redemption price per share and subscription receivable.", "label": "Temporary Equity, by Class of Stock [Table]", "terseLabel": "Temporary Equity, by Class of Stock [Table]" } } }, "localname": "TemporaryEquityByClassOfStockTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/RedeemableConvertiblePreferredStockNarrativeDetails", "http://chargepoint.com/role/RedeemableConvertiblePreferredStockScheduleofRedeemableConvertiblePreferredStockDetails" ], "xbrltype": "stringItemType" }, "us-gaap_TemporaryEquityCarryingAmountAttributableToParent": { "auth_ref": [ "r331", "r336", "r337", "r338", "r342", "r343" ], "calculation": { "http://chargepoint.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.", "label": "Temporary Equity, Carrying Amount, Attributable to Parent", "periodEndLabel": "Temporary equity, ending balance", "periodStartLabel": "Temporary equity, beginning balance", "terseLabel": "Redeemable convertible preferred stock: $0.0001 par value; zero and 185,180,248 shares authorized as of January\u00a031, 2022 and 2021, respectively; zero and 182,934,257 shares issued and outstanding as of January\u00a031, 2022 and 2021, respectively (liquidation value: nil and $710,347 as of January\u00a031, 2022 and 2021, respectively)", "verboseLabel": "Carrying Value" } } }, "localname": "TemporaryEquityCarryingAmountAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheets", "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit", "http://chargepoint.com/role/RedeemableConvertiblePreferredStockScheduleofRedeemableConvertiblePreferredStockDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_TemporaryEquityDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Temporary Equity Disclosure [Abstract]" } } }, "localname": "TemporaryEquityDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_TemporaryEquityDividendsAdjustment": { "auth_ref": [], "calculation": { "http://chargepoint.com/role/ConsolidatedStatementsofOperations": { "order": 2.0, "parentTag": "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Accretion of temporary equity during the period due to cash, stock, and in-kind dividends. This item is an adjustment to net income necessary to derive net income apportioned to common stockholders and is to be distinguished from Temporary Equity, Accretion of Dividends (Temporary Equity, Accretion of Dividends).", "label": "Temporary Equity, Dividends, Adjustment", "negatedTerseLabel": "Cumulative undeclared dividends on redeemable convertible preferred stock" } } }, "localname": "TemporaryEquityDividendsAdjustment", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BasicandDilutedNetLossperShareComputationofBasicandDilutedLossperShareDetails", "http://chargepoint.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_TemporaryEquityLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Temporary Equity [Line Items]", "terseLabel": "Temporary Equity [Line Items]" } } }, "localname": "TemporaryEquityLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/RedeemableConvertiblePreferredStockNarrativeDetails", "http://chargepoint.com/role/RedeemableConvertiblePreferredStockScheduleofRedeemableConvertiblePreferredStockDetails" ], "xbrltype": "stringItemType" }, "us-gaap_TemporaryEquityLiquidationPreference": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The aggregate liquidation preference (or restrictions) of stock classified as temporary equity that has a preference in involuntary liquidation considerably in excess of the par or stated value of the shares. The liquidation preference is the difference between the preference in liquidation and the par or stated values of the share. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.", "label": "Temporary Equity, Liquidation Preference", "terseLabel": "Liquidation Preference" } } }, "localname": "TemporaryEquityLiquidationPreference", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheetsParenthetical", "http://chargepoint.com/role/DescriptionofBusinessandBasisofPresentationDetails", "http://chargepoint.com/role/RedeemableConvertiblePreferredStockScheduleofRedeemableConvertiblePreferredStockDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_TemporaryEquityLiquidationPreferencePerShare": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The per share liquidation preference (or restrictions) of stock classified as temporary equity that has a preference in involuntary liquidation considerably in excess of the par or stated value of the shares. The liquidation preference is the difference between the preference in liquidation and the par or stated values of the share. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.", "label": "Temporary Equity, Liquidation Preference Per Share", "terseLabel": "Liquidation preference per share (in USD per share)" } } }, "localname": "TemporaryEquityLiquidationPreferencePerShare", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/RedeemableConvertiblePreferredStockNarrativeDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_TemporaryEquityParOrStatedValuePerShare": { "auth_ref": [ "r18", "r382" ], "lang": { "en-us": { "role": { "documentation": "Per share amount of par value or stated value of stock classified as temporary equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable.", "label": "Temporary Equity, Par or Stated Value Per Share", "terseLabel": "Par value (USD per share)" } } }, "localname": "TemporaryEquityParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "perShareItemType" }, "us-gaap_TemporaryEquitySharesAuthorized": { "auth_ref": [ "r28" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of securities classified as temporary equity that are permitted to be issued by an entity's charter and bylaws. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.", "label": "Temporary Equity, Shares Authorized", "terseLabel": "Shares authorized (in shares)" } } }, "localname": "TemporaryEquitySharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/CommonStockNarrativeDetails", "http://chargepoint.com/role/ConsolidatedBalanceSheetsParenthetical", "http://chargepoint.com/role/RedeemableConvertiblePreferredStockScheduleofRedeemableConvertiblePreferredStockDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_TemporaryEquitySharesIssued": { "auth_ref": [ "r28" ], "lang": { "en-us": { "role": { "documentation": "The number of securities classified as temporary equity that have been sold (or granted) to the entity's shareholders. Securities issued include securities outstanding and securities held in treasury. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.", "label": "Temporary Equity, Shares Issued", "terseLabel": "Shares issued (in shares)" } } }, "localname": "TemporaryEquitySharesIssued", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_TemporaryEquitySharesOutstanding": { "auth_ref": [ "r28" ], "lang": { "en-us": { "role": { "documentation": "The number of securities classified as temporary equity that have been issued and are held by the entity's shareholders. Securities outstanding equals securities issued minus securities held in treasury. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.", "label": "Temporary Equity, Shares Outstanding", "periodEndLabel": "Temporary equity, ending balance (in shares)", "periodStartLabel": "Temporary equity, beginning balance (in shares)", "terseLabel": "Shares outstanding (in shares)" } } }, "localname": "TemporaryEquitySharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheetsParenthetical", "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit", "http://chargepoint.com/role/RedeemableConvertiblePreferredStockScheduleofRedeemableConvertiblePreferredStockDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_TemporaryEquityStockIssuedDuringPeriodValueNewIssues": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of new stock classified as temporary equity issued during the period.", "label": "Temporary Equity, Stock Issued During Period, Value, New Issues", "terseLabel": "Issuance of redeemable convertible preferred stock and common warrants, net of issuance costs", "verboseLabel": "Issuance of Series H redeemable convertible preferred stock" } } }, "localname": "TemporaryEquityStockIssuedDuringPeriodValueNewIssues", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedStatementsofRedeemableConvertiblePreferredStockandStockholdersEquityDeficit", "http://chargepoint.com/role/DescriptionofBusinessandBasisofPresentationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_TemporaryEquityTableTextBlock": { "auth_ref": [ "r18", "r382" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of temporary equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.", "label": "Temporary Equity [Table Text Block]", "terseLabel": "Temporary Equity" } } }, "localname": "TemporaryEquityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/RedeemableConvertiblePreferredStockTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_TradeAndOtherAccountsReceivablePolicy": { "auth_ref": [ "r260", "r261", "r262", "r263", "r265", "r267" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for accounts receivable.", "label": "Accounts Receivable [Policy Text Block]", "terseLabel": "Accounts Receivable, net" } } }, "localname": "TradeAndOtherAccountsReceivablePolicy", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_UnrecognizedTaxBenefits": { "auth_ref": [ "r501", "r510" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of unrecognized tax benefits.", "label": "Unrecognized Tax Benefits", "periodEndLabel": "Unrecognized tax benefits \u2014 ending", "periodStartLabel": "Unrecognized tax benefits - beginning", "terseLabel": "Unrecognized tax benefits" } } }, "localname": "UnrecognizedTaxBenefits", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesNarrativeDetails", "http://chargepoint.com/role/IncomeTaxesReconciliationoftheBeginningandEndingAmountofGrossUnrecognizedTaxBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsDecreasesResultingFromPriorPeriodTaxPositions": { "auth_ref": [ "r511" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of decrease in unrecognized tax benefits resulting from tax positions taken in prior period tax returns.", "label": "Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions", "negatedTerseLabel": "Gross changes - prior period tax position" } } }, "localname": "UnrecognizedTaxBenefitsDecreasesResultingFromPriorPeriodTaxPositions", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesReconciliationoftheBeginningandEndingAmountofGrossUnrecognizedTaxBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsIncreasesResultingFromCurrentPeriodTaxPositions": { "auth_ref": [ "r512" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in unrecognized tax benefits resulting from tax positions that have been or will be taken in current period tax return.", "label": "Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions", "terseLabel": "Gross changes - current period tax position" } } }, "localname": "UnrecognizedTaxBenefitsIncreasesResultingFromCurrentPeriodTaxPositions", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesReconciliationoftheBeginningandEndingAmountofGrossUnrecognizedTaxBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsIncreasesResultingFromPriorPeriodTaxPositions": { "auth_ref": [ "r511" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in unrecognized tax benefits resulting from tax positions taken in prior period tax returns.", "label": "Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions", "terseLabel": "Gross changes - prior period tax position" } } }, "localname": "UnrecognizedTaxBenefitsIncreasesResultingFromPriorPeriodTaxPositions", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesReconciliationoftheBeginningandEndingAmountofGrossUnrecognizedTaxBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UseOfEstimates": { "auth_ref": [ "r205", "r206", "r208", "r209", "r215", "r216", "r217" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.", "label": "Use of Estimates, Policy [Policy Text Block]", "terseLabel": "Use of Estimates" } } }, "localname": "UseOfEstimates", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ValuationAllowanceDeferredTaxAssetChangeInAmount": { "auth_ref": [ "r519" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in the valuation allowance for a specified deferred tax asset.", "label": "Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount", "terseLabel": "Increase in valuation allowance" } } }, "localname": "ValuationAllowanceDeferredTaxAssetChangeInAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_VariableRateAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of variable rate.", "label": "Variable Rate [Axis]", "terseLabel": "Variable Rate [Axis]" } } }, "localname": "VariableRateAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/DebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_VariableRateDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Interest rate that fluctuates over time as a result of an underlying benchmark interest rate or index.", "label": "Variable Rate [Domain]", "terseLabel": "Variable Rate [Domain]" } } }, "localname": "VariableRateDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/DebtDetails" ], "xbrltype": "domainItemType" }, "us-gaap_WarrantMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Security that gives the holder the right to purchase shares of stock in accordance with the terms of the instrument, usually upon payment of a specified amount.", "label": "Warrant [Member]", "terseLabel": "Common stock and preferred stock warrants" } } }, "localname": "WarrantMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/FairValueMeasurementsScheduleofChangesintheFairValueofLevel3FinancialInstrumentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_WarrantsAndRightsOutstanding": { "auth_ref": [], "calculation": { "http://chargepoint.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 }, "http://chargepoint.com/role/FairValueMeasurementsAssetsandLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_FinancialLiabilitiesFairValueDisclosure", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of outstanding derivative securities that permit the holder the right to purchase securities (usually equity) from the issuer at a specified price.", "label": "Warrants and Rights Outstanding", "terseLabel": "Redeemable convertible preferred stock warrant liability" } } }, "localname": "WarrantsAndRightsOutstanding", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/ConsolidatedBalanceSheets", "http://chargepoint.com/role/DescriptionofBusinessandBasisofPresentationDetails", "http://chargepoint.com/role/FairValueMeasurementsAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_WarrantsAndRightsOutstandingMeasurementInput": { "auth_ref": [ "r599" ], "lang": { "en-us": { "role": { "documentation": "Value of input used to measure outstanding warrant and right embodying unconditional obligation requiring redemption by transferring asset at specified or determinable date or upon event certain to occur.", "label": "Warrants and Rights Outstanding, Measurement Input", "terseLabel": "Warrants, measurement input" } } }, "localname": "WarrantsAndRightsOutstandingMeasurementInput", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/StockWarrantsandEarnoutFairValueInputsofWarrantsandContingentEarnoutLiabilityDetails" ], "xbrltype": "decimalItemType" }, "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding": { "auth_ref": [ "r171", "r193" ], "calculation": { "http://chargepoint.com/role/BasicandDilutedNetLossperShareComputationofBasicandDilutedLossperShareDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "lang": { "en-us": { "role": { "documentation": "The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period.", "label": "Weighted Average Number of Shares Outstanding, Diluted", "terseLabel": "Weighted average shares outstanding - Diluted (in shares)", "totalLabel": "Weighted average shares outstanding - Diluted (in shares)" } } }, "localname": "WeightedAverageNumberOfDilutedSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BasicandDilutedNetLossperShareComputationofBasicandDilutedLossperShareDetails", "http://chargepoint.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "sharesItemType" }, "us-gaap_WeightedAverageNumberOfSharesIssuedBasic": { "auth_ref": [ "r168", "r170" ], "calculation": { "http://chargepoint.com/role/BasicandDilutedNetLossperShareComputationofBasicandDilutedLossperShareDetails": { "order": 1.0, "parentTag": "us-gaap_WeightedAverageNumberOfSharesOutstandingBasic", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "This element represents the weighted average total number of shares issued throughout the period including the first (beginning balance outstanding) and last (ending balance outstanding) day of the period before considering any reductions (for instance, shares held in treasury) to arrive at the weighted average number of shares outstanding. Weighted average relates to the portion of time within a reporting period that common shares have been issued and outstanding to the total time in that period. Such concept is used in determining the weighted average number of shares outstanding for purposes of calculating earnings per share (basic).", "label": "Weighted Average Number of Shares Issued, Basic", "terseLabel": "Weighted average common shares outstanding (in shares)" } } }, "localname": "WeightedAverageNumberOfSharesIssuedBasic", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BasicandDilutedNetLossperShareComputationofBasicandDilutedLossperShareDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_WeightedAverageNumberOfSharesOutstandingBasic": { "auth_ref": [ "r168", "r193" ], "calculation": { "http://chargepoint.com/role/BasicandDilutedNetLossperShareComputationofBasicandDilutedLossperShareDetails": { "order": 3.0, "parentTag": "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period.", "label": "Weighted Average Number of Shares Outstanding, Basic", "terseLabel": "Weighted average shares outstanding - Basic (in shares)", "totalLabel": "Weighted average shares outstanding - Basic (in shares)" } } }, "localname": "WeightedAverageNumberOfSharesOutstandingBasic", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BasicandDilutedNetLossperShareComputationofBasicandDilutedLossperShareDetails", "http://chargepoint.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "sharesItemType" }, "us-gaap_WeightedAverageNumberOfSharesOutstandingDilutedDisclosureItemsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Weighted Average Number of Shares Outstanding Reconciliation [Abstract]", "terseLabel": "Denominator:" } } }, "localname": "WeightedAverageNumberOfSharesOutstandingDilutedDisclosureItemsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://chargepoint.com/role/BasicandDilutedNetLossperShareComputationofBasicandDilutedLossperShareDetails" ], "xbrltype": "stringItemType" } }, "unitCount": 8 } }, "std_ref": { "r0": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "105", "URI": "http://asc.fasb.org/extlink&oid=124434974&loc=SL124442142-165695" }, "r1": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "105", "URI": "http://asc.fasb.org/extlink&oid=124434974&loc=SL124442142-165695" }, "r10": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765" }, "r100": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.1,2)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r101": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.2(a),(d))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r102": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.4)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r103": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.7(b))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r104": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.9)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r105": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3151-108585" }, "r106": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3179-108585" }, "r107": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3213-108585" }, "r108": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3213-108585" }, "r109": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3213-108585" }, "r11": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765" }, "r110": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3213-108585" }, "r111": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3255-108585" }, "r112": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3255-108585" }, "r113": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3291-108585" }, "r114": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3291-108585" }, "r115": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3291-108585" }, "r116": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3291-108585" }, "r117": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3367-108585" }, "r118": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3521-108585" }, "r119": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3536-108585" }, "r12": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765" }, "r120": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3536-108585" }, "r121": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3602-108585" }, "r122": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3602-108585" }, "r123": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3602-108585" }, "r124": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3044-108585" }, "r125": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123431023&loc=d3e4273-108586" }, "r126": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123431023&loc=d3e4297-108586" }, "r127": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123431023&loc=d3e4304-108586" }, "r128": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123431023&loc=d3e4313-108586" }, "r129": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123431023&loc=d3e4332-108586" }, "r13": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6787-107765" }, "r130": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123431023&loc=SL98516268-108586" }, "r131": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=123372394&loc=d3e18726-107790" }, "r132": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=123372394&loc=d3e18823-107790" }, "r133": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=123372394&loc=d3e18823-107790" }, "r134": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(c))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r135": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(d))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r136": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(e)(1))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r137": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(f))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r138": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(g)(1)(ii))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r139": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h)(1)(Note 1))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r14": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6801-107765" }, "r140": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h)(1))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r141": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h)(2))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r142": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r143": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(k)(1))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r144": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(m)(1)(iii))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r145": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(m)(2)(ii))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r146": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-04(a))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690" }, "r147": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "235", "URI": "http://asc.fasb.org/topic&trid=2122369" }, "r148": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124436220&loc=d3e21914-107793" }, "r149": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124436220&loc=d3e21930-107793" }, "r15": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6904-107765" }, "r150": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124436220&loc=d3e21711-107793" }, "r151": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124436220&loc=d3e21728-107793" }, "r152": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794" }, "r153": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(3)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794" }, "r154": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(4)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794" }, "r155": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794" }, "r156": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794" }, "r157": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794" }, "r158": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794" }, "r159": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=SL124452830-107794" }, "r16": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6911-107765" }, "r160": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794" }, "r161": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794" }, "r162": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794" }, "r163": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794" }, "r164": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794" }, "r165": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794" }, "r166": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794" }, "r167": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.M.Q2)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=122038215&loc=d3e31137-122693" }, "r168": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1448-109256" }, "r169": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1377-109256" }, "r17": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6361739&loc=d3e7789-107766" }, "r170": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e2646-109256" }, "r171": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1505-109256" }, "r172": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1252-109256" }, "r173": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1707-109256" }, "r174": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1757-109256" }, "r175": { "Name": "Accounting Standards Codification", "Paragraph": "26", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1828-109256" }, "r176": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1278-109256" }, "r177": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1930-109256" }, "r178": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)(1)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1930-109256" }, "r179": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1930-109256" }, "r18": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(27)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r180": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)(3)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1930-109256" }, "r181": { "Name": "Accounting Standards Codification", "Paragraph": "44", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e2062-109256" }, "r182": { "Name": "Accounting Standards Codification", "Paragraph": "48", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e2538-109256" }, "r183": { "Name": "Accounting Standards Codification", "Paragraph": "48", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e2538-109256" }, "r184": { "Name": "Accounting Standards Codification", "Paragraph": "51", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e2574-109256" }, "r185": { "Name": "Accounting Standards Codification", "Paragraph": "52", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e2597-109256" }, "r186": { "Name": "Accounting Standards Codification", "Paragraph": "53", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e2600-109256" }, "r187": { "Name": "Accounting Standards Codification", "Paragraph": "54", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e2603-109256" }, "r188": { "Name": "Accounting Standards Codification", "Paragraph": "55", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e2626-109256" }, "r189": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256" }, "r19": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r190": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256" }, "r191": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256" }, "r192": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1337-109256" }, "r193": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257" }, "r194": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257" }, "r195": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=124432515&loc=d3e3630-109257" }, "r196": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=109243012&loc=SL65017193-207537" }, "r197": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125512782&loc=d3e3842-109258" }, "r198": { "Name": "Accounting Standards Codification", "Paragraph": "52", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125512782&loc=d3e4984-109258" }, "r199": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "260", "URI": "http://asc.fasb.org/topic&trid=2144383" }, "r2": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "105", "URI": "http://asc.fasb.org/extlink&oid=124434974&loc=SL124442142-165695" }, "r20": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(13))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r200": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "270", "URI": "http://asc.fasb.org/extlink&oid=124437754&loc=d3e543-108305" }, "r201": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=125520817&loc=d3e70191-108054" }, "r202": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=125520817&loc=d3e70229-108054" }, "r203": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=6373374&loc=d3e70434-108055" }, "r204": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=6373374&loc=d3e70478-108055" }, "r205": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r206": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r207": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r208": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6161-108592" }, "r209": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6191-108592" }, "r21": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(14))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r210": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6327-108592" }, "r211": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6351-108592" }, "r212": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6351-108592" }, "r213": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6404-108592" }, "r214": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6442-108592" }, "r215": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6061-108592" }, "r216": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6132-108592" }, "r217": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6143-108592" }, "r218": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "275", "URI": "http://asc.fasb.org/topic&trid=2134479" }, "r219": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8657-108599" }, "r22": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(19))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r220": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8672-108599" }, "r221": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8721-108599" }, "r222": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8721-108599" }, "r223": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r224": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r225": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r226": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r227": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r228": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r229": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r23": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(20))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r230": { "Name": "Accounting Standards Codification", "Paragraph": "26", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8844-108599" }, "r231": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8864-108599" }, "r232": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8864-108599" }, "r233": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8864-108599" }, "r234": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8864-108599" }, "r235": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8864-108599" }, "r236": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8864-108599" }, "r237": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599" }, "r238": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599" }, "r239": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599" }, "r24": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(22))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r240": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599" }, "r241": { "Name": "Accounting Standards Codification", "Paragraph": "31", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599" }, "r242": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r243": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r244": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r245": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r246": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r247": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r248": { "Name": "Accounting Standards Codification", "Paragraph": "34", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8981-108599" }, "r249": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e9031-108599" }, "r25": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(24))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r250": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599" }, "r251": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599" }, "r252": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "a", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599" }, "r253": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "b", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599" }, "r254": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599" }, "r255": { "Name": "Accounting Standards Codification", "Paragraph": "42", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599" }, "r256": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "280", "URI": "http://asc.fasb.org/topic&trid=2134510" }, "r257": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=124259787&loc=d3e4647-111522" }, "r258": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=124259787&loc=d3e4428-111522" }, "r259": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=124259787&loc=d3e4531-111522" }, "r26": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(26)(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r260": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=123577603&loc=d3e4975-111524" }, "r261": { "Name": "Accounting Standards Codification", "Paragraph": "11B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=123577603&loc=SL6953423-111524" }, "r262": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=123577603&loc=d3e5212-111524" }, "r263": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=123577603&loc=d3e5033-111524" }, "r264": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=123577603&loc=d3e5074-111524" }, "r265": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=123577603&loc=d3e5093-111524" }, "r266": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 4.E)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=122038336&loc=d3e74512-122707" }, "r267": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84159169&loc=d3e10133-111534" }, "r268": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=124402435&loc=SL124402458-218513" }, "r269": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=124402435&loc=SL124402458-218513" }, "r27": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(26)(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r270": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=124260329&loc=d3e26853-111562" }, "r271": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571" }, "r272": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437" }, "r273": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437" }, "r274": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437" }, "r275": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437" }, "r276": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(3)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437" }, "r277": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(4)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437" }, "r278": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124255206&loc=SL82895884-210446" }, "r279": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124255953&loc=SL82919249-210447" }, "r28": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(27)(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r280": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124255953&loc=SL82919249-210447" }, "r281": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124255953&loc=SL82919249-210447" }, "r282": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(f)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124255953&loc=SL82919249-210447" }, "r283": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124255953&loc=SL82919249-210447" }, "r284": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "330", "URI": "http://asc.fasb.org/extlink&oid=116847112&loc=d3e4492-108314" }, "r285": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "330", "URI": "http://asc.fasb.org/extlink&oid=116847112&loc=d3e4556-108314" }, "r286": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.BB)", "Topic": "330", "URI": "http://asc.fasb.org/extlink&oid=27011343&loc=d3e100047-122729" }, "r287": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "330", "URI": "http://asc.fasb.org/topic&trid=2126998" }, "r288": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=123349782&loc=d3e5879-108316" }, "r289": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=6387103&loc=d3e6435-108320" }, "r29": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(27))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r290": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(b)", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=123353750&loc=SL49131251-203054" }, "r291": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(a)", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=123353750&loc=SL49131252-203054" }, "r292": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(b)", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=123353750&loc=SL49131252-203054" }, "r293": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=123353750&loc=SL49131252-203054" }, "r294": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=99380562&loc=d3e13770-109266" }, "r295": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=120320667&loc=SL49117168-202975" }, "r296": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r297": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r298": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(f)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r299": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r3": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "105", "URI": "http://asc.fasb.org/extlink&oid=124434974&loc=SL124442142-165695" }, "r30": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(28))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r300": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r301": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267" }, "r302": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r303": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(3)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r304": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r305": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r306": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r307": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(1)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r308": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r309": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "30", "SubTopic": "40", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=118172244&loc=d3e17916-109280" }, "r31": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(29))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r310": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "25", "SubTopic": "50", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=16397303&loc=d3e19379-109286" }, "r311": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226317&loc=d3e202-110218" }, "r312": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=123351718&loc=d3e2420-110228" }, "r313": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r314": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r315": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r316": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r317": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226691&loc=d3e2921-110230" }, "r318": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226691&loc=d3e2941-110230" }, "r319": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226691&loc=d3e2941-110230" }, "r32": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(3)(a)(2))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r320": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.CC)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=27011434&loc=d3e125687-122742" }, "r321": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869" }, "r322": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "440", "URI": "http://asc.fasb.org/extlink&oid=123406679&loc=d3e25336-109308" }, "r323": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "440", "URI": "http://asc.fasb.org/extlink&oid=123406679&loc=d3e25336-109308" }, "r324": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "440", "URI": "http://asc.fasb.org/topic&trid=2144648" }, "r325": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14326-108349" }, "r326": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "450", "URI": "http://asc.fasb.org/topic&trid=2127136" }, "r327": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "((c)(3,4))", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=123368208&loc=d3e12565-110249" }, "r328": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=123368208&loc=d3e12565-110249" }, "r329": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123465755&loc=SL6230698-112601" }, "r33": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r330": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S65", "SubTopic": "10", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359872&loc=SL124427846-239511" }, "r331": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(i))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r332": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(ii))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r333": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii)(A))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r334": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii)(B))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r335": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r336": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iv))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r337": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(5))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r338": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(i))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r339": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(A))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r34": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r340": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(B))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r341": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(C))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r342": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iv))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r343": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(5))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r344": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466302&loc=d3e4724-112606" }, "r345": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466103&loc=SL6014347-161799" }, "r346": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r347": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r348": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r349": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r35": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r350": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r351": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(f)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r352": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r353": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r354": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(i)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r355": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r356": { "Name": "Accounting Standards Codification", "Paragraph": "1C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611" }, "r357": { "Name": "Accounting Standards Codification", "Paragraph": "1C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611" }, "r358": { "Name": "Accounting Standards Codification", "Paragraph": "1C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611" }, "r359": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611" }, "r36": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(4))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r360": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611" }, "r361": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611" }, "r362": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611" }, "r363": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611" }, "r364": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611" }, "r365": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611" }, "r366": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611" }, "r367": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611" }, "r368": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611" }, "r369": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611" }, "r37": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r370": { "Name": "Accounting Standards Codification", "Paragraph": "1I", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611" }, "r371": { "Name": "Accounting Standards Codification", "Paragraph": "1I", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611" }, "r372": { "Name": "Accounting Standards Codification", "Paragraph": "1I", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611" }, "r373": { "Name": "Accounting Standards Codification", "Paragraph": "1I", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611" }, "r374": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466204&loc=SL6031897-161870" }, "r375": { "Name": "Accounting Standards Codification", "Paragraph": "69B", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466577&loc=SL123495735-112612" }, "r376": { "Name": "Accounting Standards Codification", "Paragraph": "69C", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466577&loc=SL123495737-112612" }, "r377": { "Name": "Accounting Standards Codification", "Paragraph": "69E", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466577&loc=SL123495743-112612" }, "r378": { "Name": "Accounting Standards Codification", "Paragraph": "69F", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466577&loc=SL123495745-112612" }, "r379": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "470", "URI": "http://asc.fasb.org/topic&trid=2208564" }, "r38": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(31))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r380": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Topic": "480", "URI": "http://asc.fasb.org/extlink&oid=109262497&loc=d3e20148-110875" }, "r381": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(CFRR 211.02)", "Topic": "480", "URI": "http://asc.fasb.org/extlink&oid=122040564&loc=d3e177068-122764" }, "r382": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Topic": "480", "URI": "http://asc.fasb.org/extlink&oid=122040564&loc=d3e177068-122764" }, "r383": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 3.C)", "Topic": "480", "URI": "http://asc.fasb.org/extlink&oid=122040564&loc=d3e177168-122764" }, "r384": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=65888546&loc=d3e21300-112643" }, "r385": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21553-112644" }, "r386": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r387": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r388": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r389": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r39": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(32))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r390": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r391": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r392": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r393": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r394": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644" }, "r395": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644" }, "r396": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644" }, "r397": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644" }, "r398": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644" }, "r399": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644" }, "r4": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "105", "URI": "http://asc.fasb.org/extlink&oid=124434974&loc=SL124442142-165695" }, "r40": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(4)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r400": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644" }, "r401": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644" }, "r402": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21463-112644" }, "r403": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21475-112644" }, "r404": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21484-112644" }, "r405": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21488-112644" }, "r406": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21506-112644" }, "r407": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21521-112644" }, "r408": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21538-112644" }, "r409": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3-04)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770" }, "r41": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(6)(a)(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r410": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "50", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=6784392&loc=d3e188667-122775" }, "r411": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "505", "URI": "http://asc.fasb.org/topic&trid=2208762" }, "r412": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123360276&loc=SL49130531-203044" }, "r413": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123360276&loc=SL49130532-203044" }, "r414": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045" }, "r415": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(1)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045" }, "r416": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130561-203045" }, "r417": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130563-203045" }, "r418": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130563-203045" }, "r419": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130564-203045" }, "r42": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(6)(a)(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r420": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130566-203045" }, "r421": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130566-203045" }, "r422": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130566-203045" }, "r423": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130566-203045" }, "r424": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130543-203045" }, "r425": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130545-203045" }, "r426": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130549-203045" }, "r427": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130549-203045" }, "r428": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123410239&loc=SL49130690-203046-203046" }, "r429": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123410239&loc=SL49130690-203046-203046" }, "r43": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(6)(a)(4))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r430": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123410239&loc=SL49130690-203046-203046" }, "r431": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123410239&loc=SL49130690-203046-203046" }, "r432": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123410239&loc=SL49130690-203046-203046" }, "r433": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123410239&loc=SL49130690-203046-203046" }, "r434": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123410239&loc=SL49130690-203046-203046" }, "r435": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(i)(1)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123338486&loc=SL49131195-203048" }, "r436": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "606", "URI": "http://asc.fasb.org/topic&trid=49130388" }, "r437": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "705", "URI": "http://asc.fasb.org/topic&trid=2122478" }, "r438": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(i)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r439": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(ii)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r44": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(6)(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r440": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(01)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r441": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r442": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(A)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r443": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(B)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r444": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(C)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r445": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(03)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r446": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(n)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r447": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123450688&loc=d3e4179-114921" }, "r448": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "70", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=49170846&loc=d3e28014-114942" }, "r449": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "70", "Topic": "715", "URI": "http://asc.fasb.org/subtopic&trid=2235116" }, "r45": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(6)(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r450": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(a)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=SL14450702-114947" }, "r451": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(d)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=SL14450657-114947" }, "r452": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(a)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=SL14450673-114947" }, "r453": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "80", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=35742348&loc=SL14450788-114948" }, "r454": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "35", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=123468992&loc=d3e4534-113899" }, "r455": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r456": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r457": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r458": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r459": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a),(g)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r46": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(6)(c))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r460": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b),(f)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r461": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r462": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r463": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(i)-(ii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r464": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r465": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r466": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(3)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r467": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(i)-(ii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r468": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r469": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r47": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(7))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r470": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(3)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r471": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r472": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r473": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r474": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r475": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r476": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r477": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r478": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r479": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r48": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(8))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r480": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r481": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(1)(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r482": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r483": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r484": { "Name": "Accounting Standards Codification", "Paragraph": "2A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=SL79508275-113901" }, "r485": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r486": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r487": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r488": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r489": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r49": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.1)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r490": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r491": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r492": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(g)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r493": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 14.D.2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=122041274&loc=d3e301413-122809" }, "r494": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 14.F)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=122041274&loc=d3e301413-122809" }, "r495": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=122142933&loc=d3e11149-113907" }, "r496": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=122142933&loc=d3e11178-113907" }, "r497": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "718", "URI": "http://asc.fasb.org/topic&trid=2228938" }, "r498": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "35", "Subparagraph": "(a)", "Topic": "720", "URI": "http://asc.fasb.org/extlink&oid=6420018&loc=d3e36677-107848" }, "r499": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "35", "Subparagraph": "(b)", "Topic": "720", "URI": "http://asc.fasb.org/extlink&oid=6420018&loc=d3e36677-107848" }, "r5": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=d3e1361-107760" }, "r50": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.13(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r500": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "730", "URI": "http://asc.fasb.org/extlink&oid=6420194&loc=d3e21568-108373" }, "r501": { "Name": "Accounting Standards Codification", "Paragraph": "10B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123427490&loc=SL37586934-109318" }, "r502": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123427490&loc=d3e32247-109318" }, "r503": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123427490&loc=d3e32280-109318" }, "r504": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123427490&loc=d3e31917-109318" }, "r505": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123427490&loc=d3e31931-109318" }, "r506": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32672-109319" }, "r507": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32687-109319" }, "r508": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319" }, "r509": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32718-109319" }, "r51": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.13)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r510": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=SL6600010-109319" }, "r511": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=SL6600010-109319" }, "r512": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=SL6600010-109319" }, "r513": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=SL6600010-109319" }, "r514": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319" }, "r515": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32840-109319" }, "r516": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319" }, "r517": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319" }, "r518": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319" }, "r519": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319" }, "r52": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.14)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r520": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32847-109319" }, "r521": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319" }, "r522": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32559-109319" }, "r523": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32559-109319" }, "r524": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32621-109319" }, "r525": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32632-109319" }, "r526": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319" }, "r527": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319" }, "r528": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319" }, "r529": { "Name": "Accounting Standards Codification", "Paragraph": "217", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=124434304&loc=d3e36027-109320" }, "r53": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.17)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r530": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123459177&loc=SL121830611-158277" }, "r531": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123459177&loc=SL121830611-158277" }, "r532": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123459177&loc=SL121830611-158277" }, "r533": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(3)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123459177&loc=SL121830611-158277" }, "r534": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 6.I.5.Q1)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817" }, "r535": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 6.I.7)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817" }, "r536": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.7)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817" }, "r537": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.1)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817" }, "r538": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.2)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817" }, "r539": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.3)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817" }, "r54": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r540": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.4)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817" }, "r541": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.C)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817" }, "r542": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123586238&loc=d3e38679-109324" }, "r543": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "270", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338" }, "r544": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331" }, "r545": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "740", "URI": "http://asc.fasb.org/topic&trid=2144680" }, "r546": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Subparagraph": "(a)-(d)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=6909625&loc=d3e227-128457" }, "r547": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=123586518&loc=d3e1043-128460" }, "r548": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(2)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463" }, "r549": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(3)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463" }, "r55": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(b),22(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r550": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463" }, "r551": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1486-128463" }, "r552": { "Name": "Accounting Standards Codification", "Paragraph": "37", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=123455525&loc=d3e2207-128464" }, "r553": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=123413009&loc=d3e4845-128472" }, "r554": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=123413009&loc=d3e4845-128472" }, "r555": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=123410050&loc=d3e5227-128473" }, "r556": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=123410050&loc=d3e5333-128473" }, "r557": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "25", "SubTopic": "30", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=6911189&loc=d3e6405-128476" }, "r558": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "25", "SubTopic": "30", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=6911189&loc=d3e6408-128476" }, "r559": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "30", "SubTopic": "30", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=116859721&loc=d3e6578-128477" }, "r56": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19,20)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r560": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "30", "SubTopic": "30", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=116859721&loc=d3e6613-128477" }, "r561": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "35", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=116859824&loc=d3e6819-128478" }, "r562": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=120321790&loc=d3e6927-128479" }, "r563": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)(1)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=120321790&loc=d3e6927-128479" }, "r564": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)(3)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=120321790&loc=d3e6927-128479" }, "r565": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)(4)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=120321790&loc=d3e6927-128479" }, "r566": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(c)(1)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=120321790&loc=d3e6927-128479" }, "r567": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=120321790&loc=d3e6927-128479" }, "r568": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(1)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=120321790&loc=d3e7008-128479" }, "r569": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(2)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=120321790&loc=d3e7008-128479" }, "r57": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19-26)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r570": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123454820&loc=SL4569616-111683" }, "r571": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123454820&loc=SL4569643-111683" }, "r572": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988" }, "r573": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988" }, "r574": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(3)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r575": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c),(3)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r576": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bb)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685" }, "r577": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685" }, "r578": { "Name": "Accounting Standards Codification", "Paragraph": "4A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5618551-113959" }, "r579": { "Name": "Accounting Standards Codification", "Paragraph": "4A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(1)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5618551-113959" }, "r58": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.20)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r580": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5624163-113959" }, "r581": { "Name": "Accounting Standards Codification", "Paragraph": "4C", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5624171-113959" }, "r582": { "Name": "Accounting Standards Codification", "Paragraph": "4D", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5624177-113959" }, "r583": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(a)(1)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011" }, "r584": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(a)(2)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011" }, "r585": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(a)(3)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011" }, "r586": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(b)(1)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011" }, "r587": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(b)(2)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011" }, "r588": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(c)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011" }, "r589": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(d)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011" }, "r59": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.21)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r590": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(2)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011" }, "r591": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(3)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011" }, "r592": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(4)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011" }, "r593": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011" }, "r594": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r595": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r596": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bb)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r597": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r598": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)(1)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r599": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)(2)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r6": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760" }, "r60": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r600": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r601": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r602": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r603": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(3)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r604": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r605": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r606": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19279-110258" }, "r607": { "Name": "Accounting Standards Codification", "Paragraph": "6A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=SL6742756-110258" }, "r608": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "60", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=7493716&loc=d3e21868-110260" }, "r609": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123594938&loc=d3e13279-108611" }, "r61": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.24)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r610": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123594938&loc=d3e13433-108611" }, "r611": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123594938&loc=d3e13531-108611" }, "r612": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123594938&loc=d3e13537-108611" }, "r613": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123594938&loc=d3e13537-108611" }, "r614": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612" }, "r615": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123597120&loc=SL120254526-165497" }, "r616": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123597120&loc=SL120254526-165497" }, "r617": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123597120&loc=SL121967933-165497" }, "r618": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123597120&loc=SL121967933-165497" }, "r619": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123597120&loc=SL121967933-165497" }, "r62": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.25)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r620": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)(2)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123597120&loc=SL121967933-165497" }, "r621": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123597120&loc=SL122642865-165497" }, "r622": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123597120&loc=SL122642865-165497" }, "r623": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "230", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=123444420&loc=d3e33268-110906" }, "r624": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32136-110900" }, "r625": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r626": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r627": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(c)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r628": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r629": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901" }, "r63": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.28,29)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r630": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=6450520&loc=d3e32618-110901" }, "r631": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "830", "URI": "http://asc.fasb.org/topic&trid=2175825" }, "r632": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=6450988&loc=d3e26243-108391" }, "r633": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=124435984&loc=d3e28541-108399" }, "r634": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=124435984&loc=d3e28551-108399" }, "r635": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=124435984&loc=d3e28555-108399" }, "r636": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=124429444&loc=SL124452920-239629" }, "r637": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400" }, "r638": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123391704&loc=SL77918627-209977" }, "r639": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123391704&loc=SL77918627-209977" }, "r64": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r640": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123391704&loc=SL77918631-209977" }, "r641": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123391704&loc=SL77918643-209977" }, "r642": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918666-209980" }, "r643": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(3)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918673-209980" }, "r644": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918673-209980" }, "r645": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(1)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918686-209980" }, "r646": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(3)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918686-209980" }, "r647": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(4)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918686-209980" }, "r648": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918686-209980" }, "r649": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918701-209980" }, "r65": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29-30)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r650": { "Name": "Accounting Standards Codification", "Paragraph": "53", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123414884&loc=SL77918982-209971" }, "r651": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/subtopic&trid=77888251" }, "r652": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=124258985&loc=SL77919352-209981" }, "r653": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=124258985&loc=SL119206284-209981" }, "r654": { "Name": "Accounting Standards Codification", "Paragraph": "3A", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=124258985&loc=SL117410129-209981" }, "r655": { "Name": "Accounting Standards Codification", "Paragraph": "3A", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=124258985&loc=SL117410129-209981" }, "r656": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "848", "URI": "http://asc.fasb.org/extlink&oid=122150657&loc=SL122150809-237846" }, "r657": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r658": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r659": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r66": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29-31)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r660": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r661": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r662": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39599-107864" }, "r663": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864" }, "r664": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864" }, "r665": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "850", "URI": "http://asc.fasb.org/topic&trid=2122745" }, "r666": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "852", "URI": "http://asc.fasb.org/extlink&oid=124433192&loc=SL2890621-112765" }, "r667": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "852", "URI": "http://asc.fasb.org/extlink&oid=124433192&loc=SL2890621-112765" }, "r668": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "852", "URI": "http://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766" }, "r669": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "855", "URI": "http://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662" }, "r67": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.6(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r670": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "855", "URI": "http://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662" }, "r671": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "855", "URI": "http://asc.fasb.org/topic&trid=2122774" }, "r672": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r673": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r674": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r675": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r676": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r677": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r678": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r679": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r68": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.6(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r680": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r681": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "910", "URI": "http://asc.fasb.org/extlink&oid=123353855&loc=SL119991595-234733" }, "r682": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "310", "Subparagraph": "(b)", "Topic": "912", "URI": "http://asc.fasb.org/extlink&oid=123371682&loc=d3e55415-109406" }, "r683": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "330", "Topic": "912", "URI": "http://asc.fasb.org/extlink&oid=6471895&loc=d3e55923-109411" }, "r684": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "25", "SubTopic": "730", "Topic": "912", "URI": "http://asc.fasb.org/extlink&oid=6472174&loc=d3e58812-109433" }, "r685": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.L)", "Topic": "924", "URI": "http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856" }, "r686": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154696&loc=d3e54445-107959" }, "r687": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079" }, "r688": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079" }, "r689": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079" }, "r69": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.8)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r690": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "340", "Topic": "928", "URI": "http://asc.fasb.org/extlink&oid=6473545&loc=d3e61844-108004" }, "r691": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e61929-109447" }, "r692": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e61929-109447" }, "r693": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62059-109447" }, "r694": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62059-109447" }, "r695": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62395-109447" }, "r696": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62395-109447" }, "r697": { "Name": "Accounting Standards Codification", "Paragraph": "33", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62479-109447" }, "r698": { "Name": "Accounting Standards Codification", "Paragraph": "33", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62479-109447" }, "r699": { "Name": "Accounting Standards Codification", "Paragraph": "35A", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=SL6807758-109447" }, "r7": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "205", "URI": "http://asc.fasb.org/topic&trid=2122149" }, "r70": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.9)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r700": { "Name": "Accounting Standards Codification", "Paragraph": "35A", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=SL6807758-109447" }, "r701": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(c)(1)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e61872-109447" }, "r702": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(c)(2)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e61872-109447" }, "r703": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "940", "URI": "http://asc.fasb.org/extlink&oid=123384075&loc=d3e41242-110953" }, "r704": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(1)(a))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r705": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(10)(1))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r706": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(11))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r707": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(13))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r708": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(15)(2))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r709": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(15)(5))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r71": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=51824906&loc=SL20225862-175312" }, "r710": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(16))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r711": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(23))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r712": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.15(5))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r713": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.17)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r714": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(15))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r715": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(22))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r716": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(26))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r717": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(27))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r718": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04.8)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r719": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04.9)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r72": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=99393222&loc=SL20226008-175313" }, "r720": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "235", "Subparagraph": "(SX 210.9-05(b)(2))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884" }, "r721": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=124429447&loc=SL124453093-239630" }, "r722": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "470", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823" }, "r723": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "825", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=123345438&loc=d3e61044-112788" }, "r724": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(15)(b)(2))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r725": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(16))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r726": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(12))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r727": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(15)(5))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r728": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(2))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r729": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(3))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r73": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=99393222&loc=SL20226024-175313" }, "r730": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(4))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r731": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(25))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r732": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(3))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r733": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(8))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r734": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.(a),19)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r735": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.15(a))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r736": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(18))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r737": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(22))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r738": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(23))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r739": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(8))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r74": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=99393222&loc=SL20226049-175313" }, "r740": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(9))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r741": { "Name": "Accounting Standards Codification", "Paragraph": "4H", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=116884468&loc=SL65671331-158438" }, "r742": { "Name": "Accounting Standards Codification", "Paragraph": "7A", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(d)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124506351&loc=SL117782755-158439" }, "r743": { "Name": "Accounting Standards Codification", "Paragraph": "13H", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Subparagraph": "(a)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124504033&loc=SL117783719-158441" }, "r744": { "Name": "Accounting Standards Codification", "Paragraph": "13H", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Subparagraph": "(b)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124504033&loc=SL117783719-158441" }, "r745": { "Name": "Accounting Standards Codification", "Paragraph": "13H", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Subparagraph": "(c)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124504033&loc=SL117783719-158441" }, "r746": { "Name": "Accounting Standards Codification", "Paragraph": "29F", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124504033&loc=SL117819544-158441" }, "r747": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(a)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r748": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(b)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r749": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r75": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=99393222&loc=SL20226052-175313" }, "r750": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(1)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r751": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(2)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r752": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(1)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r753": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(i)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r754": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(ii)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r755": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(iii)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r756": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(iv)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r757": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(h)(1)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r758": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(h)(2)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r759": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "825", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=123600520&loc=SL75241803-196195" }, "r76": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669646-108580" }, "r760": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.6-07.1(c))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=120401555&loc=SL114874292-224272" }, "r761": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "310", "Subparagraph": "(SX 210.12-29(Footnote 4))", "Topic": "948", "URI": "http://asc.fasb.org/extlink&oid=120402547&loc=d3e617274-123014" }, "r762": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "310", "Topic": "954", "URI": "http://asc.fasb.org/extlink&oid=123364037&loc=d3e3115-115594" }, "r763": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "440", "Subparagraph": "(a)", "Topic": "954", "URI": "http://asc.fasb.org/extlink&oid=6491277&loc=d3e6429-115629" }, "r764": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Subparagraph": "(d)", "Topic": "958", "URI": "http://asc.fasb.org/extlink&oid=120429125&loc=d3e99779-112916" }, "r765": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "958", "URI": "http://asc.fasb.org/extlink&oid=120429125&loc=d3e99893-112916" }, "r766": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column B))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r767": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column C))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r768": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column D))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r769": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column E))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r77": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669646-108580" }, "r770": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column F))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r771": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column G))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r772": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column H))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r773": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column I))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r774": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Footnote 2))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r775": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Footnote 4))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r776": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "310", "Subparagraph": "(c)", "Topic": "976", "URI": "http://asc.fasb.org/extlink&oid=6497875&loc=d3e22274-108663" }, "r777": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "310", "Subparagraph": "(b)", "Topic": "978", "URI": "http://asc.fasb.org/extlink&oid=123360121&loc=d3e27327-108691" }, "r778": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "985", "URI": "http://asc.fasb.org/extlink&oid=6501960&loc=d3e128462-111756" }, "r779": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b" }, "r78": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669646-108580" }, "r780": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-2" }, "r781": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-23" }, "r782": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "d1-1" }, "r783": { "Name": "Form 10-K", "Number": "249", "Publisher": "SEC", "Section": "310" }, "r784": { "Name": "Form 20-F", "Number": "249", "Publisher": "SEC", "Section": "220", "Subsection": "f" }, "r785": { "Name": "Form 40-F", "Number": "249", "Publisher": "SEC", "Section": "240", "Subsection": "f" }, "r786": { "Name": "Forms 10-K, 10-Q, 20-F", "Number": "240", "Publisher": "SEC", "Section": "13", "Subsection": "a-1" }, "r787": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(a)", "Publisher": "SEC", "Section": "1402" }, "r788": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(b)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(1)" }, "r789": { "Name": "Regulation S-T", "Number": "232", "Publisher": "SEC", "Section": "405" }, "r79": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=d3e637-108580" }, "r790": { "Name": "Securities Act", "Number": "230", "Publisher": "SEC", "Section": "405" }, "r791": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "848" }, "r792": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "848" }, "r793": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "848" }, "r794": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)(3)(iii)(01)", "Topic": "848" }, "r795": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)(3)(iii)(03)", "Topic": "848" }, "r8": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765" }, "r80": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=d3e681-108580" }, "r81": { "Name": "Accounting Standards Codification", "Paragraph": "14A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669686-108580" }, "r82": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669619-108580" }, "r83": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669619-108580" }, "r84": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669619-108580" }, "r85": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669625-108580" }, "r86": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669625-108580" }, "r87": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=d3e557-108580" }, "r88": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124431353&loc=SL116659661-227067" }, "r89": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124431353&loc=SL124442407-227067" }, "r9": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765" }, "r90": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124431353&loc=SL124442411-227067" }, "r91": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067" }, "r92": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(210.5-03(11))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r93": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(10))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r94": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(20))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r95": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(24))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r96": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(25))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r97": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(4))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r98": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(5))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r99": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.1(e))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" } }, "version": "2.1" } ZIP 142 0001777393-22-000013-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001777393-22-000013-xbrl.zip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

8L<1!APA4>2"A7\3S&A#_'6\=BOKLJDB_D4!M=%3_Z?;Y]C61WGV_I/E\. MJVOS((M#Q3*5^(P[(6=QEL;PKR!Q@%V'F?0PNRR)O]HN>\#Y&'<0,Q^T3-H^ M<>R;!2T?CEGYO3,Q'H#1N4O$^*$8^WK:<.Y(WT7$!"]0&>.^BEB22<6BB/,$ M^':6A.F/EXAQ]Y[ K_3W[=CVCFWO"NK^1FQ[H(\+1PHEXH!Q*4 +%SEG*?9& M2Y3C>G',>9[*AU]0=P_8]DCZW!"C\K[A?_^E:B6J[,S@EC;8\P\+]/N6H3_M M)NTO9&>+GFF07-UMY8&RIF\(_.F?8"N]T,]2%BE/,(Y]/6,WCYF;BS214\+)BCGU'#/2R MQE@'$D9./>Z^S9*X"@!TQMU_!N8\.[:-?P;M?P[KZLX8L: MWEW;P&[0\$XE21BGH?*<* 9P)/823/'BX2(8ND$\@N)]3:5H%<=,?&D(R:^ M9_^V5V? ;W_#*71G<$1M1$#O>+Y -@9,\@6V\-CI'%KGX">PU7$H%6=1D*:, MIT'.1"8DDWZ>"Q&"N9H\O,9NW=8%0^U45#PZ26U1-MB>+V]G3W1S89NT&G7&5D=MWI3B9"WMZ#8E=4M,J%#"SGS$A9TIZANT B97 M88N+I>T<2*\Z/P=NU^WS-WS1^Y4\Q0_T]4NXE-$\$3^#[%/BMV'9I-QR>V2!OMA%JVOH2&$ F@(+1 X-FH> MHMOPB,EB-4]5A4]]!.,-=:AK[MT3[$<#1G71.=_./7RB]_V5OAP-Z7<_-K>K M>^MLMZCUJZKG?\6--M]_U37LK*DWT^U)Q7BG&#K6?_'#OK?]_0JN5'[9HR>V M69OR?#?W;I&@J'U-^.L5GL/;G4%_LUR^%P>X%;]OR]Y_F?QNK/F\0,\S->_H M]^Z86##"3@]D(I84>*'F[&)RODJ!;YEF3R0$_U2G(KL<)?$>/S'"#*X3,*JT M! (DP)=&.*/<-EQTY ;A0[WAR->QJL!XUAR1+C9U639,GUJC8C-(PP:NGVMR ',\VFLGD:1A,@1@-;56O7O)6?EHU>05P=6;\N MV;8ER@MJ$]C(2^P5F6&#,]I(:FQE!#5.7LW:3F7XDGTRFH 1/%\ X2Y76DM\ M@FO-"QCMA;XK^S#B:K$4^.3I"DAK.OF7I0-\X$55? 2BAR/Z7V2M5D=^!M<% M2.:5RE85=?>=/-?B"*;M@"_GM_>[@PV\-MG(^KO3UI :ZNV_OF7 MR7X]0G]$:MA#;' A-ZO5US#7KL(RHOE=&I,$]DT@$SM5VG: QRIJ%->\J="7 MM[;]Y.#P@19 'IPK;**+]UBKSZGJ,A;C5KYBABG.0/<^KK#I/;(LO-?E-8J) M:?YG+X(L=/,UK;KA)W;1@UY4X^+,VUV0N[X@SXP];E39%ZLJ.P,9/$&W#]R7 MXRLN@#7E#;F?VT=UT]56*C%ID(FGWO@,Q5,"KBMXC M>Y,7@]_A"^'R9"L=6M'="6_O@GW;6_6U]V!']!N(_J]Q.TI3]@8C"ZW*GGG^ M>N\5\+V*/&.7QLP"T4^N!-.\TG9F!BVY=4C1-?FLJI*!F@'4,!@(.*P!5VR^M*2#!TZ:8$?#,'4 H%JM<%AT_5KG)"VPZ]N"KTD=Z,6AL9+1:I? M^W )CV*;]$FY6M9@=4AK3'893D=,X9-582U\VV-7CSV=G!8?C5';;3==6M@I MRG=#,Q;GW!A&Z][YZ>2CCO]/ZNQ,R=7,.IDZ=$F/YRO,/6C%?JK.Q,>BK!ZB M ](JL+;U>SWBUU"HD'2.=1F7JTS))@.E M$ZLIJUP5.C_%2,->>,8X'SX6-9I6!38%ST!9 GL ?33HNJEA^] OKS>MQM\8 M&NZ.;3H]4WOGY5G9=?%?T[#YOL6!]R5Y7U OWN6_=6+3G7VACN8Z_+QK>MW$ MH8.32*1)EF4)2Z+<89S[$?Q+NBQ.HS#UPR23F3.,0_5Y\4I*AYM=DCSL_')GB&"^]DS3F2LG 8]+/).,^=UC,4X>Y,E&^XX6^ M%WHWJ@=PXB"*8L=/_"#DF>L*%2GNRC@(LS15L<3#=!-[F&MM<'>'^16'*=U4 MA'FH6)C'*)9FL6*9%RLO26+.A?J>;3UVA_D5AZEXX$1<9[A2N;C(@ M&J-@/;S0">!VCW9I?Z1NO;XX\=+,"5T!XBP2">,A0@RX4Y!%Z8Y_%5 MZA8F](.1CK:5WNG)A=EC.$OKHM9.'IO"/S4/D0(F*OBFL9>T)^$[U"\OCIX^ M"TZR(/;2/!0LC%S%0)M,F$#HD NM\*&+J$C'CWV]];[1V,*QHR2+6]RZE_; MRW=WZE]]ZL\_G_@^#WF0A*#N*,S:%@%+PR1B(LVDZR5P^S+L/[:W7H_:GCI> M_)N<_%=:+;N3__J3/_ATDD0RSY4CP/J,/#CY'#LO\YS%8-CP*!>>P^&^>U?> M=PS'Z:2RV>6(AW%7?&:+S^)=\=FN^.R^K.&+BL^N+28;%)_EKO 2);A(1,*S M)(]]L**CP$D"7P:!2C<3Z_V)A]VR;?GLTY+4ZIUM.6I;?CJ)$P<402Z8[_JH MG(!*FJI0@L126 CI@749#6W+YXN),*UK>S$\N+,Y)BZ!&209VC8853($I5(G*P30(_9URZ#DM3F;,\YJ#%9CQV@2X>EPMEN!L>P%5W6<9^EOB> ME&F>\B!/D]@+TY@'CB?C%!2A*^XRM5!>TS\U(1W#.?:44#RX7^2JNB@K6:O% M#W?%Z?B"$Z62- R2E&4J<[%E@&#"2SVF4A=D2^CR",'+A'24Z M-#? BVBOY&DEYAN!$^AN:O<-/=KG!0.7S34H"_?-C?M[6<&?BXE&?<]V[MRN MR#6;8_?FN%/$L;^0].=,Y_7L(NL#<7QY(A+8;!YG+!,QW-LL=UD:BX2%B%WE MA9F3\-'(>KY:9"9&GIF-WU3,F1OBQ0M9R$)4F/=9U)-3M<":)BQ 0/E:9IVQ M-#M8MF='*5EF(/,C&F8!-YWR3"6V :QH8%.#9-)VYB SE@1G4]?*E O-"I': MA&B3O(,YC38-JE*4=(2N:)W0U,M.6J*WUZ0X B<"EK,X-6[9O"_OK3\$UL=99[+-3$/GK75D3[NE%(,]N=1YF1W?N%D!EHZ> M4UHYZ#@22PAT!9$NY\(?ZPPCN^/X@1EZ[*C;>K!Z"2_48ZT?!BX=G>&5U+P: M52==OE[O6J?R:W(**ITA$_BQTJO0Z2'ZA: 2@HH' MGY1S-?G)',_/4XP8-!YV$XEX6&+FN5[2L?BDZN^)SJ'?"Z_=,>@!@_Y\DL>N M!Z0?,2_E'N.@8[%8BH %/%.Y]$+)N?^@(3A6-B^+^'.//2,^Q_*L;,HA5PO+ MF.SM6R*I[DV:KA_P]T8^;WB1#LR-973JC%\< MD)96=F)""659&NEK861F=D MZN]2M;Q0RL :K//$20;F Y5 B[D.0J*(^53H#.1-$]4E[T75<<72K% *W6"Q M!MO$2APP?G56+#RE8XC=1%D4#A1IA:]IH6:##7_5 4/X0V..Z$144UU<7?:V M1 R2P%.][2"O4(2"C:Z6RQF*H=XZK)"#'Z2@%^0%14=UEC%**.+D)"9K.R>Y MM@]]XMGK5+;Z8*%./;63V4(.RMX'F1ELY-GS? M-6(3Y6N"J1$?13'39=CD9S<%Y MU2NYYF #67B \7IL'V5%1VF+PIOR[7)R6 M-%]X/SI2%I1%V2TB[Z;1#ZB*L&C+W5M"Z!QT0=D&R]$C,S:HOKY-MOGXT9>]&W9*MVB;>]&,09VTOX'VYYSD7/#0 Z/N M997==\)'M"<-#I0%CA,5E3NI*BOJ->RHVL+#F/PY6[!^]4S@NTP@P*W=8QQU MA:5A>@9G K2%!>TSEBC1NMN:4 W(8O0S=&& 2M9^7>A(S83ZX'1ATEY3"&;L MM+11;7715A?7JN483=@(S?CB.OR^Z)T^?*9GKX^BLWJM@VX)(M,B#R_[H_3/ M2MKM'#VBZ426)#1ILT6OO+$$I>:T*7[45\7LM_%6]+UPUQ2_V8OW]>4J.-\6 M!EFK3?55%+^F'VE>]/B_T^H?F_TD]X.#746P*7&W+^=HZ*]:&80WNCK6*FB& MW&8@HSKI52C)K+^P18PS%-BB)1GFT2G677,C3D$'APE<1;Q@UWT=4Q?DG:PW M[V-CN6LH L+N0@7PH^K0UQI.N>6*(X1WKX7E87/JV@094(BNZ;;0'6T-/07# M5O.53K_J%]=OR\UT$K1QF?;8B)F+834TO8(B<0CVH">F703%H@:EA'RQ>Y,W MY#BGR>N"?W-J]B5Z[ 5JFV*)/IY:BT)-$7K8C@^@4[^\[J(Q0YM\:[T?QK$[ M^"UJH4#T6D6V(I;6*XRU.YW4Y;RI1VZ=4W3O-<+6E0"6O4F,OLZ@)IE93TET MX@ZN3L]ZEFWC]N[P;%1); EQHPT],%MEOW7NO:A*V!\P.^G[F2.PE'8> M_6EHRV1GGPSL$_=$JB"(A0*K1"F.E2+8]\93+(P4]Q(I(QFN99$)SL/ =YU( M!H+[69*X\,LD54K$6>QXX9;VS*U2*PWX"[5^R+9@TG^I3..=[$L0,W _.P1M MJXWJ!^80>KZ8_+%:*%#QW%!SYM_W7_UF&=;^J]>3PW*/OF6N/YT0O(ESR_ F M-SR6WQN/_/-6#M%,7>_7R1,LL=$^$IC#G>&R/'K\TW%Y#OS,]\*??YD<:*^] M[8[2GR2(E-$UT>:[OTY^,J> IV-.QGSUL];7T35:%^C^K-1,RVI$#D9X4."% M"VD#N59UZAQSPARNC2/$CB07ZKR4*/ZTL3/O3[P) 61Z!;-F!=:CV,9+>EK" M\5E1MZ_ NB.MZ!'*:;\1#!:-%?A1B;:4J MPLIA.UKC/%C76#H1]+'P_C4JQ:XVH%L;D.QJ W:U ?=E#5]4&[!%KO_H<]=J M=QN)UKE/JL]1MBQ1+FA7UV;MQW.9$]]/[>Y),5&-ISDS.VK@?1&;5ZD$YA:%J:8.,? M&ME$URF@J5'(M4;3Z>3>SJWYK)=UD5ED>8QO=_!1F_T? _;>?_5D$CJ@8]\K MZOG+9"!>N=]W2$P#5=1&D_NZHE@L5H19W\_GQ"@'L!U"XM^@!W;]AP276LR; MAS']3Q6+-56QZ&B*_>=1 ^R/0M.SR32CN4--K 7313"X;AQ3SVTP0;]WP_AK MVF@3]FJ3??KJ)GZ.KB32J,=HUX#MT:S*S"3=:V,"AVJWU#C*NOT==.*$SJ&T M781ZVX&1^[83S<#]UEV*598[5[MSZ((]^2M>Q7-D[V,F)$:H1 M=T"HOB+H\+RA[8&0[<[9R$,K#M7BS*3'85\1/0R*M,8[0)F(372Q3;_L)F;: M:]1/SR&^HWD,19)-<%3-BFY/)/4I4R9N/:C_:>#2==XG""(+08MOUR''IC)0 M1^%@[T\U;+O%2-=\LLT9O8)I&B6@12CN9(5UI3TU7ELM,4IOD%$[:9#327FQ M EY5IQW8Q;% A%):3-,RQ&=UUF@VT*=L]4Y_NJT+"4)M#(UJ5&D4'23U&TF M&H5=1]G5=_:DK(E0]TKY>-\]*G"&]=F'9(1U2[8EK$ MW*G<>K5*ER2Z>.0PS]%U/4\5]2""JZHET?\JB7>=M08(<,)G:+&U]^WH8F%[ M%+6#QF[ 0"1.K46HI5SCL!Y(N4%Q03:9 M1FTTI.TH4Q.9B??HA&A6J9<:W1U]/[K#:VKI<04)-L2V3]:/ 6EW "EWO@E M3C^_#E,HF@X%:-/73<]4R]E1R^D*3X-6=RUK-UF-=092%(_Q 2KFA^5'JYA? MZ_IRG?O)"_^)-1(+"D7MP^%B0E.F[H&6'OL>:.E/6_K E);&3_?,>J)$BADB MHXL8,+11+Y:A/V7<'[-+HMU>85?:Z0=HQD80#M-6/4R3,D3EJF MJ;L$XT,+@:JWOF_M/>A: :T;H%AH' 4:C)9,]C@Q0&MH]&9MFX$V^?WM#,XI M-Z-IL&N^:=3<[C!3D\:S4*9 U^AQJ9AI>) S94J)C,'0EG,1)R<>VFG#NCY^ MTUO7%'UU6OJL'F;5?%OP9_7 M@YCC84V*=%P;>G&=Y-'U.GZ_+PNR_G['FN\A#,:SLOP]G?B[_M_;1G00186U M>ZK#*>]/VM4'DW9U/G]W?.H?8EK4^W?PKM?.P>?]X.C-N_GA&W@WIE8]A;D\ MG9V]>S5(NYJ_FQT]S?R#]R\O#^<'GPZ/7WZ&<0.8I_ONGP>7!_._/AP]_=>' MHS>_SWII5T^?>P>?7_HG3NIDD5(^4T()QA,A61I(CR5A)+PT=2//74^[@A\$ MJ1.DGIMRZ8@X2CW)XR#PTSA,G370)>KH2Z?P_]G[TJ:VDJ3=OZ+@?6_P>)AIHV[@]^ M1*PB$Q$C"-OSZFW7.T2YA838!IZ-M"W266K*> M?#(K*W,\)F4F<D8[SVC MR,>J--!>&DIBN2VUV0YC>U'5L(2]]H<<=YQCI?/1EEZQ9US+ZU!>Q2$62222 M&.*6@5U&DD96)8%/',""RD8_,((Q>V,O*Y\ M)/?^'%_1@N/;!<\H8H*'A[AM?Z)@4[O8'JFDKO(@%C?8[)C,AUQ[KY:U/6 X MRFCH8=Q--\0N\CF)QWDOOAI\^ T4YWG+7KYJMHO>%3?]5CVL"M;)$2J%Y0G6 M616(4XQ^^?4H>&4#EP$L_2[\"8,W5U]O%%_]V@^SWPFS(;!<^#7>(#_Y'?_) MIU[76((WJ&1/I+%R V"Q;NO]"(%8ZK&_%JMA&!\V0 ]2+M%,XUMY1?^_-;;6 MZ,(*+SX#< [CR0HB^0HWRCL&[[OM;93,7$O/O^>K?YN)MYM>_.6ZOVO 5<1@BY4UG81(Q"T ][S<*&Z21^_?;DQJP/XL$"V1B-*[M< 7Z M4WW^\6A<)Z%W\X8G--ZT'N\''6]6C_<#C?=^IV];\[!UT:#<8/QNHK6>^5@7 M3/J7GQYC2=0.0G54/T_TET]<4AM0R M*_M'G5UF[2YZQMT@0_WT^ND+GW[CM9R*_Z;7]TVO&R<6:[ISFQ M)G3IY];WU !,S]5-!@XW5AL*"TWPO].C=*,>CO>LR(BR2EV[04$BYRU.S$;1>D>QD2EHCBTF5JG#[;EUQ]BT+_B-[1UOMD/^)P>9?+6M[ 6?LT.Q7&DB M]D3=P0>?_]W[LM\A7_;?G1V<_-X\N/I$=T].\<'^W\V]_9UON_3#\9>S3^S@ MZLOQSAFTJUG=\Y]_'[NST-H[^;NU\_E+<^>/?Y_L0A_V]C\<[W[>%O!.]@7Z M]F4_G.R>O;T\H'\W_W/UJ;_3Q-__W'_;W[DZ^K:SOWE(G77<"X6DMA)QICFR M0DDDG4Q24N<#\VNOJ>#KBLB9ZD;5KM4MUL4 ,F^P/FJ0JD'J!R!E:;"<.L&H MEIP[H9WB.DG#1,"&&W//(#6G6G"-3\OAT^Z;27PBFJ1(*$/$&HVX-![!=!H4 MC*781T6( GRJPC-K?*KQZ4G@DTK E33C4K'(E4T&<"DRH$\VY?)-M,:GE<6G M*?Y$2&2,<(L\S"GB 9B4I3&B8)EUQ&#+C*GQJ<:G%>C:#?")Z)BXX)91+[AB MRA E4PPZ)>^UL;$V\E8:I/:F2)02A$6%#?+,6,1S;)O6U"" ME7_]FJVV_^]MO[2U<0Q.?OV2P/XC?K^XK ^_Q.WP#>O7*)!\PB59P; M:IQRWF@NA XB4BR7A?=RV>P%AL'1T:FB@QFJ"4E$&UL[AYPZYA/&B%HC$-=@Z]OH*!)!I( ) MP5+%Q69^#;DUY-:0^RB02Q).6'BCK,[^C&"=9D%IKA@3B45<0^[*0&YS$G)) M49I>8H0%X8B3() SR2'BK:O$^)4XDU=2X! MVX5UZ@.-O/8NK!3N[HU1W9W]HT/,K3,R,*2X!*J;$5A'Y9#41%H)B,RQKKT+ M]^7!GN\]7PTXG!]-.G9P^S["2&_RC'L***Z?7C_]CK>DGD*8^)LYM;8F3M/_ M\E>15"XV_FK9LJ#3/QYCXVJ%">1M8PSF]7!%:.*M8PPBCY%1;4T*AAMKK)/ M%X$Q@GWGE W+TL3/516XS7;XD%O2VQM56JR-\SLAB7ZT!;7EO^WN^T,L,27" M2R0D,XAKP9 +PB-%P$Z/DOIDKS'.?XZI/8(=7$/2BX(D[HFFDF$; ^&*&*V$ M)%U# M4@U)*]"UFT2*$R)IDL9JB;F,Q@EB74A G1RUFON[@:0:>FX&/5-LB& O1BR9(LGR8)AV5$F%A3/8 M14V7/I]2H\X=HL[>%.%A(8D4E$8&] /B/L GPC@2>:];A$A#8"N&.B\HR4*N MK%"DANX7N?]S%NY1A?MA/;S0N#@O4G[_]Z+9&Y;&^;O9;;Z!GQJ_##]5Y>U_ MSL&VK(N=WFPFY@+Z4X:]NXJ+'F2>'RL0.1('^)1+&Y6E+ :;)Y>U67@G*'DT MXZFR2@J<%$7.6H>XD PY3B,*6 OJ&-.8N&=\0.^YK.V5B;VMU_;CK>UIET_@ MABC",0I:"<29U4A;RA',JQ!86D5%> XA8C6LK"QEN*OXTEO#2AT&=4MLF>(- M4@I.E":(P60B'IU .@F+G)*!,Q4"H6GMM5@WAM6LX=DN[[N*9:R7]R,O[VGG MB5=:,$8PXMX;Q!/C2#OGP"P0P!IDE$R[U5O>+_! ?.N6X85W@SUY=TMXQ;C\L>D^G"E4L!94P0U*Y@#B- M#&DM,(HJ^F13])%>X^FOT;M&[QJ]5V1$'L$!^U/H77ME;@GA4P1X% LX-LC09)+6BDB5L-69KK^4Z)KH&\!K 5P6N:@!? 1=[#>"/ . SF69M M %.*:B2]HH@3Y9!)C"(9D^2:B^")J '\CC8"?BT*1;^NZE#/U(^?JAD_4:FZ MZCW/9:7/.V7DX:MN;,&57^.HFG1>R6-W53W%HUNL@XY=]!??,E/;[W&B,36> M+-H]_O?QL"3MN3V*R'6C/44V05M?V=8W>]E;^W6RRG>SC<;';U'7QZN!Z^N* MHZ=T7QTOI0K K5-N+KX"(8[=?!6TQJY*4QK'W:P)_J>I1?0& T9(HGA*26,+ ML!&LE$D'(\VA6GN]7U14[Z3&/W^U3[4/>>LW)T(ONC!'+J=6;JF*F!*18Y9D MC)0GH6VT3OFD$R%@[\18JE6X)X;-K-UD4-0$+ SAE"N=7#0T:F. 245S9S 0@H&OS!"<0M]JTO>UR7OGU(9^:?4UKKD_-LY/T3'LZZJGU=U;Y^^@MY^@LZ<%U7 MM:\+'OY\!&_$0BCC4LC%/%VRS EOO)-*):U%*C:A2%WP\&;;4%>[^^^O#N@! M.3C[^Q3:A^$^MK=URG?W=[[OTK??OYS NS_#^SY.;T/MD-VM77C3W\TOG]]_ MWSV!/_N>[^T?D9VKM^Q@'_IW=B"@;ZW_7+T?._1]=+FS]>F0L9B"I0*92"SB MD:1\>$NB*+QB3#G!)'(E:>TPMF/F14:ME M5#8H<\?H6AOS/PVLT\Y&PPRF*G$PYAWP9!?!C@==B8(+DDF14L3\^9V+KX%U M13"F!M;K@94:G'3P/!D&S)5YC;'W+CGMG2"L2C]2 ^LJ .L48_54,IJ,15I: MC7(Y0_B$%4I>VIPFU!'Y+-(/U\!: ^NJ=/HFF4$"K#L")"=PRC%WVOH8#!>& MI^2CE+4_8*70==J]&[3@F*: -(X$<28\%:< P>-7#0L?S[OQA2[^>CD_)KREW7U^#O=RW_. M%0J-"0D8H@A@)7,2E'5.,"D%\2I9^+0LN7O)I9H?B-KYF:T>KHD%X50H&.D1 M=X[GG7L#_"XD@H45,+-UJ>95A*0[LD17$9)N;6\JAUDN*1$Q(UQ@IA-3WH&M M(BF)22U]AJ2&I > I.E-$B9]--1J9)E1B!-B 9+@+R TC@I"J;'L&?GR:C2L M"=K]$K3(=:0Q::."I>E] 1$5BXD2I(+1B(N0"S/RA((3(&2$!F_B"L+2 ML_+ /TSIMEN>TJFSC]_CP*R(/EB9H/&Z^,]#:H7329?B_L$A22X$)1D* OX" MLBJ0I0PL^:14"IY;]3R*_]S=$E[Q,Y8U>M?H_6!!Z35Z/RQZ3WA? ;V%3,Q; MSI'T$=#;28N,X $XO;%8&1U%-#5ZU^A=H_=S0N^[BGRO*_\\!H1/$7!J+<:< M&<1CH(A3HY .@B)OP,1*5G.6S$*W3(W@-8+7"+XB(_(((?8U@C\"@N]-D? 8 M9=Z@!7D/"2-NA46:*XNHL)S97$+(A!K![[QXVTR9MK(&U.+:3.7;FNT0V_U7 M5%U76>P^@WSWCV/C;";GKYF:9944;WO'#=L.Y8.7Y-==>;SAD,V&5A4*K?>O/Z8<_/NYWO "RY M3?:L _-Y%;/J[?5SF]9SQWH7_G@]/S W+__5[@!:=B-,>K[VR#;;T,=N ]"K M%XO>SGO1>!F94I:K6C*TZ'Q&T(W&A\F'YB_*IZXWVO"HW"_[?7W0BGXCM[N; M-V$ ,>'JRT'/S^&W'7CK>3?V%:'Y_DQK$->6*:[:^Q MUS\KY"[+4L,6NBP#V 6,$PS81;?9+P8*!"V9?6WI9G.R?O+W?/0!V"JH3G"F@G^?+'SN7.V8?3O:V_3_<^ MOP,5!\_?/Q([)Y_(WM8VW;EZSP^59HS"+"!F*$&<2(."561,9[E*GU>I\ YEHE 7XJ@4.4 $P=7:62U15$.!! MJH_@WJULW8SBY $(Q-L99>S>!'.02O_^FZO[Z>\^63J0_(S(:1 MB[_^^=)P0JB[+PU'-XRYC\;>2QV[NK'WV=@;50A\B/I)LY<^B2))]WF,[3KK MXZY*?SVIP?ZK"U8!D'5 ?1^S9JG']4[&]:WMMCL7]2C>;A3_;G:;;X"%-ZX? MSMN>\;U-9:@;5;&[=1:"U9ZN7^ZPNMV3BL/$PV*U):.?5Z.6F$>,QGS)6P9/ M>E?@EQML"R2+C=,F".,<%U)IK8313$PB;"^3&\Z_2 OO^VL__E>'?K $.;CO<^Y\V$ M3;9[\I[N7+T[W?WC2^O@PM].O#R9>MS>^[9V]QOG;WC[?BR\E[:).G M\*RKG<_OH>U_G_SG:GL4A[F_#=]M'E+EB.-$HJ B1YR2G+5'4A23,H&FR'G> M1"!S]Q#^<3_KZH$V6F^>L*2&S.<-F3<)9&14>,J9=SAR9Z0C2G*L(R<>)QOI M"B'FLPM[?#BP'(8]5F I0=*MB!XE)S'BV@5DC*8(RR"\-E$IXY]?V&,-US5< M/W&XIL$09Y)Q+"AN#=?,*"R(4%2'Q*6JX?I9P/44MTU1!RMC1,RI#-.-F[N:M]FKC); MN6PN-_$T$\Z)\IPQXB@W/ADBK.=")_A7\AASJ!T@>Q5JA^=!? _Z"Y_N"NLG MH;[('?^';;;_[/1ZVY4L;;?S+B)*<$MI6NOM1*W\#8_I?H7+Q4T;F*\*TD=I1);K#@SV K/E,HG'S@6 MSO,E,.-QH*+FB7<"(=->6"(4(X1XA+45B*^.2O*>.SBM4> M:BQY*"Q)!D@&]CS%O+49O<;2", 7GZP*E*0:2YXYEDS1$2PQ=UP29)B/B/LH MD"'2(B9AS7O.298\FT M_XI:"R) ! I2 Y88QY#&F"-FD]>)2Y.X>EI84L=>4ES'7M9;'?<:>XF9%M%+ MSRWE5AN3O*6$*$6U)(J652CN47G4L9S_C"I :)CBZBE')9G4 MTIH' M1!QV4L0DF8AKK^FZ(OJ9Q5[6P/@R@?$&N&B)QS(%JWGR0*:M5EA+1E60V!-8 M)2N$BS6'_FE(G/;MX2 H-XFB2 5&G%J!+$X128PU&%>>D_@,TP+7H+PB^%2# M\@\""KQFF-FTU-WAJ4ZVC).EIRU:,EF7%< M.RMH%(ES25QTD6+M&4\\$<.*Q(1XL,,X-V_O(T=+UN[CN]( GV;0) M8\FT?RLQ%C6Q! GK 4L4ILA*C1%QB4BE+1&ZCJ9<-5?]CZ(I21U-66^%W&6_[6T='/*D;(C: M(*.% /)I-3*,$<2,]20"PGOG%Y;#JL,I:V1\>LAXDW!*%B23D@9B/9=.6J<% M6.O:VR"84'Z%@+$FT;=/6%EAHI*4P@Q'%*D/B%M-D+',HD"3YM@HZ7@=3EF# M<@W*CP/*27*=B *2FBR7C.@88S L%V.VF@=7@_*S .4IHJI<(C$J@:C%%D#9 M8:0#3LBI&$ ,K!?ZFOP5-2C7H%R#\GV"LN<&4Q^=T(9[HXR4W',NP("DFBA2 M@_+3!^6#67GGMD'"Y?EDE(;BTD4.#"T3,[S+SAB(7C$'>8H MF]F(>!54],G$I-=>$ZK6M;Y-AH4:1U8?1VH-4<_LLX_X",VOCW.V"*Z ]F86 M'*?K[3:ZH!&/VO"PT+@X[[0+!NQ;G1[<,"#$W0@]ZN5_O3UO]J%75X7Z',YF MT;&[]/\QO7+U+-6S]-BS=*/S>L*[$,&P$,9SZX73V ;- M(T]$"JSX$@;(O=H='V._WRH>4EL>]Y,QH[(\:"*)L!21)10CGG! SBN!$K9$ M*!Z"3'[MM:9ZG6A\^V"D&@Q>"F2_ ,_JCU#1PGW,0AD MN):(BQS:Y8E!8 ER19+%T0/O9^M:R-OO-SQ%#^6*)#ZZCV-HS]ORN0$."J,- M-Q(G9PEW)@(.&JX\B9I'H05][&W8.FO1HV0MJEPC*3J>-'%(2^H (F5 %O.$ MK!226L.=R$<2S#IEZK:G>FOOR,IBQ*J':M08\2@YB2J,<)9[04U"+%D&&*$( M,B%&%$5D4M&8N-9KKR5;5WR61]4@\5Q X@ZV4VJ0>#X@,44DC M<6F*1T(8B M'K!'.C"+I&#*>Z-5E&3MM>;KG,YNL=0@L=(@\5S<+C4X/+0CICK.8:,WC(9L M6Z2 .+<$6>-S1@AL.8@)][@HK47F6!F/LOWZ C;V8'VT;*_73-">P6;=X-1$ MK]'O0',Z_O2XTPJQVRON[[9^SE/ MSHMV:=<;#T]AEA[6EBX5H#\^[]]UR-'THN]M7<3]SMMJ]=9*\"[/-$Z;T4'P MY(C/"7T%*$&E,2A!;A'\Y*)77DL)Z7^")@<6CAU;7LU3/4CU+M3=SR3'>[O4N;-O'3#<'YQ1ZP#?A!261A&$Z MBIE,-( HM/N]VE/YY*RG>I;J67HFL_2,3K%FY*T#V>_2TCJ:":Z0Q@21I$)2 MI:>R2P]12(YI([[7>AXBMW>=KO?^1,PM<5J'GF7 M<7@SN>X#D\+G1VE^\2@X-$!^UFY M&7^NHB*]#[?BC^ZKLB:6X_**P>R%S@5@;YDY\4762KC+D5F117_K2@H>1XDE M-3:9 /AOM##6.^>CCX9KSXM*"O>H]NM*"O>O\M^"NM_N[WS,:O\]V]DZHH?) MI6@CZ'R37 X[A('5F!ADF0W8&:(TN:9R[],II7"'2_Z!W%W7-[76!K4VN.F0 MW"@]/U:2T"1,$HY'D9S0)#AGA#1@)%#UR.J@AOT;PO[[2=C'(M) O4&1.HZX M5"J?ML((L):)$*/0V("I)^XLT7Z-N#7BOCS$O0'@QN!"T%)PA25WP9N@K?'!)WK( MK%0\%["4"C.43\T@9P)'-D?R:).(3V'MM5@WACUM!EXX_7_M9QD<1D*4_=F] M.(,EYHMXCT$7SFSWJ-DNVT(+T'W8-4S+.!"P?\YRBQMO.NVB=_GS7\,C:1^+ M(VF?JR-IPW6SWAB4F?QK6&9RSD6V'0:YS4>_GHP563PBY>@WVP$>_HJJ^Q^B M&=U?#-'^<1S+S]D;5 8Z_W&9S?5&=S2\?FQX?WSB+P_<;.B-[<:&LSVX#] V M)Y JXG?@QHLQ^<"_Q;;WP[;OIC: *\K9?;5^PJ-UCC; 2=O<8W ,]F>;AP MU,G&<3-V;=O6>:Z*;_] M?AY]'Q[SM=,"#3&\$\2Q"0(7&I?-V H;C>TVZ*-^[)Z5D5%3/;QII]YTSD" M+\L!R[_XO=GNG#5MJ_&G[0.PQ,9.)\ D#0H$_/[GSJ F %QN^PW;ZUUDT>Z< M][-R&B8;&;2D>L'_[17C=W9>QG:5_\#MU;BTFK'7;YQW>KUB3 .T?_NRL M+.H^#-@I^NB/.RWHU%[93D 6GULP-13CEXX&I=. KL!0].-TBR^*.E[SQ+64 M@T$GAY*0^[X^3S!@'3=[IRAU8WX$7)9'KYM?^=,2,R.<"P9H)Y.HQAN8L@ZL MPK.+5AFMEY]5?CHK!JGLJX6V]/K=IKL8A/2==_H@C5F^X&6^4T@." +X? MMRXSF#3A5S"/Q=L&4/T7 &4G5$\MZ@)W';AA0U"UN_75BL>^*HXW.J70/!))=8;UTKKC<>Q*HMVP2A.C&5UR'LXN;V- M957EXY"'Z?(EBU1\)D%E2&G9KXF>5$_D EX)B%042WD%H@97?HV_?6N&_O' MOS1V5\7O\.@6ZX#-7?07WS+&Y7S,J_AQZ(0F4X,S]O=Q=]"8M&>XIL M@K:^LJUO]K*W]NND%( (C(_?HJZ/2XN^3EI2NJ^.EV0.;*I.MY"!5T#=8S=? M!:VQJ]*4QG$WFZO_T]0B>H.#)Y(HGE+2V";)@Y4RZ6"D.51 # LP!)3]YZ_V MJ?8AES0JCP#:U_/D'%V 6B-EN!*9U,!%Z:9,:&RK-5#: '&]/BB/K!6K Y7C59W^ 'OTO/'[ MQM\;,P6>!GREI-/G5#@.45(.V>BRPE&];2]^03U3Y-1J3"38*6O%[YDRQU\MRY)KMB?0LCR#EO7LF8M?2@U6F5M=+ M^]*\:T7 ;.NB.V#J_X5%#GRA 08)+-;ID,P)B .DR$NN-#2N6?K#=7]QGBW% M,(28TE0JJ6IVH4Y8-N>E#3$#/P ]Q4H!G -ZTUOB]9>-_[W)UJ)CW$4O4TB6 M2^JM8L2'1#EV3#E%?A3:+Z9=SH,E/;:B1X4 WXPC\V:V+XY*>"MKNVRW-\\Z M%^W^7EIPRY Q+YEU5SY1)_27_QQC?_9WVWXV%WMG7UI[6Y[MG+R_W#W;^;Z[ M__X*GBN@G>3+'SN7.VV_C[=^_RN]9^K4[ZW_XGN;+VGNR>?KG;VCPZM MXQ+X#$52TH1R60[DDO?(2V.9M4!$0LZ@NT%FO,D-6'HM^+#B=M5NIXV&^Q6- M(LZZV*=HC&UZ])X81.V/ 0]PGR%=L3D9-5"&D4_FJ-,)WV">"I3H #AD) ?: M=51XF@;7EQ0C.T0K4A&R?VN5\+ MV$[*]*L)S6UV"W^>+_*U918TJO-9,B@/D'C4Z0Y(0$454QUJY\+SR#A?'.=* 0XU4V) J#3(/Y\MZ%^X$0!EL9X"Q?GYA]99% M?ML57PM;S9YO=7I51T9KX:G+?P)5TO;9,]=L]_K=BY(3ESY>Z&N[D_UM:(%L MCQ:+]3[KET(L8[.8W/71+\_M9?6;+//>=R\*NV*PK/*ZB&->VF;L#62ZV[W, MCY_8\@#&.[_5]OR\V_D^=,)",\?V2S:6\045.NV']BHA=.T'$WZM=^,^Y91O ME#$BLW__U]$9K:1]:\'NKXT\?FT[L;U=THD-VZ"?RY2Q'"ODK>"?0BAT"S[W\ M\GG[ZN#S#MF].A)?MK;9P32= %KP9?_OLR];_MON56[#^\N=JT]B]^3?K8.3 MW>.#JT]L;ZMUNG,2CO^3Z!)8&N-2(PMO/L M=H1%=V.3L3>S<3RQB.9Z97[RRQC>;%5/&JS#QSG]U6EE[ 8W;;ON-QO89 M7- $[0',ZQRLQNZ S&2TRBV;>,.KQM+3705UH!Q,]HK)*0% #Z$MYDM X0^4 MOSV:@V1R9 C?T"(/1?9U+C2U2X_G]$$Z[8B34D=*-2@PKC4S7%,5)/,Q:#]0 M8%2BP8=Q:WM[]]V$/MN/9^<=(+67;XOB&E5(2@P+]-QR-C-^<4H.WK]U>KE[ MXO'NUM&WW:WWAS1X%8CDB-B<-ZSJE:9W-RU(XY MO&=!I"J)TIOPD'\$N80;_H7(TE$#8/D,+B@"2@ &LA<<9 &X9&:J,,4.D!$: M<5USX!EG9]E/73RU, 072G7YQ.GT$(8:[[QU.G*NO;<^A8!38E@90H@OHA5_ M*,S3TOKVNR^<0A_R3Q.B"VO89_$%@S'T8OO%R>LVV3DYXKM7!VQW?_L*/G\_ MU)9ZS35! )0@L()P9$Q02%O/J2-!">_67G?:<492 ?X1_'[#LZM,A]EP2[ 1*E )E9]XBBXT Z=!@ M3FGJO3%KK\DZ!GJ%-;\.SF%_O]5AE8!-;S11%^$\*YP*.),2 O+!9:2AZE!)5*YOBA2\= Y8S^K::S*T-G.7:($ T^(T61VD&@RW#B/ ?\E M7C=4K!LQ6T3JY_GL^N#3'\-/[X:?WI:^UNJGK2?'?*4*22DAC)..4VR-H0J' M)"A31G%3,]][%>W=K9W#I$&(F3-(26P1E\8AYZ5&!'.C*>;66+D$\:VURNIH M%0]L+2J84Q_M&AMQR#Y4 1$&U8>@(^:5#^ MB #/L\ *G'"P]+A89^H.'21O5D!)D%B$HR4N"@(K)A);JX456'LG[P\=3S8"OB&L MK 9#P8.A($1V_1J&)= S)]/::VK6";U#0V'S"6J%B U1UB;C1>!41T.URFC9?*JEVSBVY1&4(L%+WM*KOERT M1Y@C=!MY'>8< 8,X[FNW\?Z*W6*#=QKM=5 TY/.307 !RX)+':.@S!EAP\_Z M6G/VA#AZ8[TVRK6Q?W H YC+P$N1!GZ$.$ 1A\<67N--XR1<_2X[<$DI&9[E/NF"MSM_I9AW?NEQO-,?"(%.GU>I\&QSJR^="+L[.)DZ8 M#.#N1VI[(),5#[@9(=5":A5H@#XHKD-R+"0&VCM:)[1W-]T/+0"TIJ%W(;[9 M.^&EB2)*@2P8V8ACKY'.KD$EDXJ*8A^DSQ$(:CT'&#.IEXV#6;^IW7(GN#46 M&%6%R9=A41]B/K<4P[M.]]U%/M(T*'#\Z3R#6YD :2\5-Y8IA'J;[3#(]E*+ MTQ+B=+6S_^F0@.W"@A+(!9*#JK#/5HU S/J$2;+,L[CV6NIU;>2Z((LMF\+^ MZ%:S-CP8W!PK2SU!J,J"@CDOPC!;42KF>2*[U;S0]=(N*:>\V'?_-DCQ4QRD M*MHQA7_+W5_NXC^913#XO)>JX]-U/.$-1/_JZ)!%@6/ %@FP5',L%U "2A.B M@*"*6D)BS+%< *08YS\W"RB<60HS@CZ^-L8/T9=/W5C^Q,-J6&3;19*2=BR7 M37'RI*3'T5_,;54:[P8V]QB_1YO/ MC8IP?1R_;/C\8=JXHDEVS W2!$X"<-"=>5 >D+^V_WK;V*ZN&#QC/:=QR;-6 ML/_R.'+NT\P-O;*91;3H(/-+%24TZNSHDEYLM0;VQ.RSUHM@YB.X^BB/1B=- MG#%<%JF,99D>:!LLYR[3.258P%YY@KTS-X]I_@A(4FG@W6),X8?BS45%[+#= M+LH;EHVK46D95-H]>7N(M2IR5B#&! %42A09,$H0]X5*L5996QS:$ M0J12. M!= TL$T* 2MG:R3;&:GL=**BG_1S"&&CC!(TH[9RA M' YD:7W!PLR$]JH6^*:*[GP<-7*S'3[$?LX36*;@*A/GUM;7\HBSN[]]Z(,-CMF$ MH@T)<4LML@H+I$Q,$5B.2=DQ;S1?5_-.IDX<36^\:=E>CJ"9<()6%&B@P$). M*K;[QU\3!^C__/--/FZ_%5OV6U9_K>99,V^?CC*1^2I_RT#*/X+IW1M9!)-G MU\>:]->%:S5]8R^E6.0AJK/C+LZ.2^OLN'5VW%7IPT]EQ_UA7I6I/"Q6"LY] M(DQCSH,)!F!"B,!EC-A$)1\U#\O\50I=W;&7#5+D+B%F6NU/69.%,=GN3&:Q MS1G<0(,6OM_>A3]N3-Y;G<0=VQ'SV3_6:N6T:YO#P]QYV^Q1><)6+-@M@/'V M,"'6CU(]CII?$X4;$(63TT/#$TZ")"2Y8(@3JE&.ET8",ZRQ3$PI"T1AD8]V M4L0&.00+23OOQJ_-TEBH,NA5#KN1I[;33;%9>&LOX#>MB00U7T&YGL5&N6AR MCC5@CZ"C*D-Y9%)/5ND8!GM-QI?XXV;,WN*'BRFAMY;I:M^AXK]#'\U^MWET ME,,<:B'.0DQVMMX?!L%LU$HAS)-%G F)'%<<$>XBP*N7WH/J(71N&$KAEP,* MNE T@KU,*_N; MASA88:/1"-1G#A&E AD-UK85U$@,UG=@8&WWO\%<7,Z*DQ\-^;AH#=)]AU$F M\NOR7OZ41-VE",W*"+3\I]TQ[V\.8UUX5LO7:&-5@?:U3BS(68WVOB3X2EC;J_!N8.? MSKW%/$F,)0I0P3G3V@3L :X89]$0,*9OOD^]%5V_C#_LE6G\RTC$$8@,HL;V MNE4D6;F!O61V_A=/;T^V#Q5HE!PV@TS2"I C)F0QUHA&S*,D 9N$B]1V7H_:WVHI-3,KJ(*;22@[[1T5%IB,>,)I^477(ONG R[Z6J87O=#WD1 M#4(1"\MG^&6O^K9':C$9B,G5Z2$+E%NI'$HJF_(@+*!@HD<.U$P$'4.X9R F M&V)!+/Z@PB2PV1[H^5ZJ9."F*=5N!S&SF](_1)BR(,A3*??QR)*RNW]ZZ!/U MRK* K/' 5Y5UR +$@/D<73XT;X+VA:1@A6PQ!<7IM\PI"GVV M,9-A^[YRMG_TQS%?\!6=HGV:C^%##JV3 R>?S^WQJ(VG ?LBP:CW/)^+'G77-I55_^MYG]UH6EY1\VSWXQ4Z7E M-$3$)48B$_ZC;C:L4-5&[V-,Z;=K^IU/RS].KV?68]'K-Q.GG2>SZX\?QQYN M\Y?+;&*8QD>'_GATJM57 --YO]'KM)JAD3LZ,6ZX,6?T"KMME8;OAC'(S@,% MU(8+%SBCTH(ZM4R!*O181C,BXF+Y=,JEV.Z-INIY6VT'G__=^[)_?KJSU6KM M?'[_?6?K_?BX.SMV)G*ZOJ=R<'5P=70,2N=J\\!V+6W_F( MO_^Y_[:_N_6V.#1AB/:&)XM<,!$13HE5(G$NR=IK9M:IS)$[LUF8 MJ]CUJ?5S-VLF?U6LG>77S,_A7"K^>THX]V%3@+/8O"VIS MAN)I0-

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

^D$!*!+0W4' .*FT0$8I(8 MV)@=MDF!C4WK6,TV[*@ _*?C)!_8.OVEHB1ST]/!96$>Q/\;MLYSD\=Z[IER MC_8.CJ3DI8I@_DFN)':41^^4%%&PZ!A>C7B\.V>@*I1?A>!5(7A5"%X5@E>% MX%4A>%4(WIT(N,1 M,S"7P>H*_/Z>SI*(_MFVG0'8R=MC+OJAU^V_EN)>7=S8!Q/XZF/K<"M\ ?,4 MS-]C?K"_QYO[VZQQ&L[@.MS<#^WF=+K@Z=XW^/Y5\\/O7YIT[ZIYN@?//#EI M;AT3&/-EDQY^.=S?(TWZBH\Y%5[;M0TS MQXE9A=Q5P+.,P"-!YPTXYYX/E::2 MF&60.II(D+ <(VZ\0UIF?+))&^:CC(JM;9"Z,+.^N2KV[JGX7.YY.@1Z7?83 M[G?3X,+V9C(KJO"=\5FO Y%U&/#'4NY& J,K8H!E0!T:* :+9> M9@HE68D,4 MYXH9EW 048(:$T=8J"C%$FKR%*6(DC@>$D=6<0=$0D;D6(PH.:P%3M$&3]8V M1)WI1U.**BCOWI2B8?T)?-B;.F>J*AK?%7Y@**GAFO3E@#C>#1&DL,$=8:10DQ MB=B*12P;],Q6Y.5$$BF91UYR#2Q">@3<(8$]0S! DH;5= 7T"%7E"+Y>539) M,R4\IAX,5Y)R[4_K%5?&]VO,VE#U6KH+B+PB@J9 MD["&>ZZ--88JIHUVD1KC*DZQ;$#D9ZO\Y\Q$&SD"NR47'V ,63!+D;"8)BD5 M][8T9P1?I@ZQE6=BL:JF4?7(*@<$_?F%+L7G1C*VM:@&3:G MT/0O^X-X5M4PN@N,L' Q2&U 9!5G1#GE3"28.VQ2L-17O&+9P.AXAE=836B. M D;&IY#!*/LJ@D$J!B")6B4KP,"A%'C%HVNI5;Z*I55E98)V(D7BK.8^6BL) M-3)$0@E5R;&*5RRA*D_Q"BVD=\IKA#57B(,A@$Q2$0D3$B!R$DYD$R$[*QY] M>%DY*QX0FMGI#WK#4@5;G=IYKWOTE$QB MG["KW!5+AT5?9F@%H\(R(@7RP@$64<*1%3$AZ3S#V%H: M@XM*XH7B(;I_)6 M+%:376288,>=\(QKH\ LX#X(0@-AGEI7L8HEU.0I5@&V@?6"4J2YM(@;@H%5 M)(>,XM0FR9WAN1]TG%HA=; M=X,WMK8OCDCPB0D\0B28WR1%C@$(T+B8AD!,8&(_C FD<(E(J M@77#F9(1KVTP4<=L-H_TGP^U;9:#["S0?_%646)1;*="B>5$B2E>)")S1E/ M!I-R'*AVR'%KD-BVSN.)?^#D;%_ 3KEW8 M?NV_'H XC"LC?+_7L+E,M]4\M=?/B M*(I +,'95Q,W+]7NUS-$OU0EIT_O><)RS=*OW>KME7:O= M&K0F2OJ/>R+=]'9:P(9T6U#_\BQN;5\V]S^)(Q\(L%3&4" .]J$0#+)$>D1PH$E2XXF*:[4(*GT. M)JG>_S@; \WMC8IC.6J<06_7VU> M@34B#D[W\,&,*_Z 'GS>NP+KAC:W3EJ'N6WSUH%HGC:NX/?3QE8#+)AVJ[GU M\71>WRH."\-)$DAJ%Q''E"/K:412JD0,M\1&M[8!;$;+9:J\6K6NJC#I6>+] M*DQZ!DR:RF(4WO! "$':$@^8I!C2)G"DD]2$,YZ4X&L;1-?LMMZ+A>IEKOK]US]*>]['7;[>(G<.]?/Z72IL73"XJ;7Y>;9[B%Y;3Q#$3*/!@$.@L M''1F.UA%@3$0!XXDYQ[QB"W25GBP<91/V;!)&J]MZ+H1R]3VIG)/+">#J-3W MJ=5WVB48\Z(B,P1)I[PUV0B1N4VZH3!W+"8./W-?ZY MOOG:!KSR7I_='T;!5T;BTS"T8N8KT_ I87ZVR#:FDFN:!#). \P;!@A/<@,/ M+E+4+$@2;5'PW\AEZB14.7J6DZ95.OP<.CS=M(-:;SG5B!#I$,"*)XO J&N=F1<%*F70PTAP1HM>6 MM;*'7"^7:_;?)Z[@D;L)Q+A;-$"&]?LCVG[L+T_5CN,Q9O"#_= ZN'I_UC@[ MR)4U<'/KX-LN7-_XO,,:GW\_._RP\^W@-,RIVG%RTJ2_GS8^'UP>GNY]V]W: MP\W3;=&\VH/O^V\'9X=?#D[?MYITIFH'?,]?'6&PTU74-C?(48@3GI . B., MN>5@N(MD1EL "&4,FQF'+;$JQD@2Y0+V 5@-(H/%!'N: DYBNLI'.>VSTO[C MRAC+4PCD/U.J68K.CV?B]LRY7';5>A\Y%EP080*81)YK%057. ?6[I_$VKON M&;S@9:U=S%NM->C7NBFU?*PEZ\=GQLMXNLD^Y8U,<77[0& M)[6OMM?J#OOE9[5![)WUUVN33X)-NCN^P@.(V59G_,@X+ODX>N+4$VKVN!=C M_CO<M1!CN SUT<7,38J:56WN)'%>S@3FQ4 MHX[A]3EX>9=,C=:2Y](H13H.?/O7(I"V]37>5$3Y[]LE:4;[!+ZYQ#K8%8:# MNR^92;U_&7'5ZO943/Y[TKNI2G M%^P79!&/]U;8O[&5_[5^W]1&4<7+^ M[GKU>V\U*3W5BY=@ >2PVRL$XM="9O.W8#1V6892.^GE#>X?/][458[,*O0Z MU?[S+[NJ[_ N;^N=G )G-^;)Y5QL_2%63F$K34+#9@:@0R67V!BF#9'<^^0X M-9S<+:S+4\3S0^P NK;;E_6BC-0(GO^__EW@V>KX]C#$&AA*\0)0LGN>YZ]? M&W0!5V'*0W&;&]BOI5[WK';KS6"D'K6^H9-6@)?_]0VQH8;()16!-W*-$S+$ M<<1A!T>.>HZP)TP:HXS5@!W=SC@H,D_M]T@KMI0I!A+*B <&Q:P@6 -+D"0F M%;R:]'/^F*M^+-=U'Y;NEAV<%^W7,.Q=@,72CYTW1V3!R 73U6C' !:0TL8C M3KE%AAJ-N&.)$1HDMW)M(\$&7[*':0)ZFP*=V*QE@[%*Y5.2RQF] EJ4V=@$ MCZK!9:!C_7C]'0ML)M\(MM5^MP/:>CE!J8#69.H4O\6>;_5C*,' DL/HX:Q]&*_%8;PPU?;'L;:,7 M"P((:-#MW?K6 %XRTQNXS=?8 ML9FA/4?UQ-+# [(\R%Z="8=.*>!+5CCQQ4TP?.0"S'.D'A$&(LR)$TA+(9$7 MWEJ7!"R N6?AQ"7:RKYC"XRK3,.OI>0[V\Y[&U@K$90'-*JLG]BOJB=6U1.K MZHE5]<2J>F)5/;&JGK@DU1-?Z*"R#(B>_Q3 %I+Q01.F\M M:\41&NHF-,RV4&$_/"9KXW7&(KS*F(*%!>W?]IWDP>RF3_U8&*.K$D?P[RYMP-CPP=4!.8!1PCN1@\][%_/J/TF;0HI8(ZF) M03S@7/S?9),V!>ZE :2CL.^+NF"S&98K%T:P0F%=%20NSZN]1 Y$!8G/!HE3 MF1#):NV9XHA[RQ"GPB(KM$2.J)"LW.GHME>=,_8T%')5*P^N F#.UOFBDN/H1$#$1^"0C#OD3&"Y M[:G"&O9!YG*=];I6BTH=NZ>VK%!BZ%O5_Z?A2Y7^/ZG^3Z>.>B$$"1:EI"W8 MD$XADW]BF ;EM$L4*R!,=:I71/_?H!/O%I^!!7H,I7D+)8F>F+@@J[% M0==L?3%+O+;.4Z2BREDT.B!''4=16>:9E9@F6;B_F,)+5*&H*C"V4BRDTN8G MTN8I(N)MM()X@3!10$0,E0B V2-.1,I=KQ,38(A06N=BF;H9O"KWR??J6$RG MH'RG,-8]&6"5]?PT,[,DP+ZD)Y37P%[!^>+@W,^2,Z\$M]8BK'A L,DGY%(2 MB'KIM80/K5WR5 TJ6 +3O49=BZ9--)A.Y>M%WCSMP M;7_&4/#=?LZE[]1R&FW/%@&'^68U9_LM^ /,TT3")%SF+ M[Y0)Z;&34\7NR'@O4UQ&R2ZX=F'[M?]Z '[]5 [6!)")V0Q#>)%W, ?W@RZY MHM#U\\E9<-_CHP0[A61:(&ET0IQ&CFSNKRITA%W$4\H5SR5-9GL-U4"PV_!# M_4'+S#7'23"BA;4\B6@5=<%1'B)\*!4MEAF/EWEVOZJ6^<'+3!J;1UB:1&CB MR$<>$8\)(X,309ASQYCF'A9@;4-\=YFS:C]DJ;$6"@Q&9IB0W!-BHXJ:F/%2XVJI%[#4N[#4.#F5'$PJ"0QQ)B*R@B24.'.&ZFS'R[4-OCY+ M)&Z6NA?[Y[%(IVU?KM>FC[W*C25O#?V3;F^ BES[48Y^%I)'9SL7#0ICVCK&!U=?+G8_-(&R M??G6_/#WZ<'GPY.#SQ];S;^F/)EP39.^/SLXW;PZ/#V^V-WZ"&/>Y ?T8VMW M?QL??F["?=^?P#,)T+Z9XZ=@&,%(4F93S=36.01)+ MO909BHAZ@[V77QB*1!4CO4Q0=-*+L0*CQ8'1;,D 3EQPB4CD=$B(>\:1558B M*E+.! DF&IV;NBI5\:+G!B-9\:(E J/WW6&OPJ+%8=%LZJE36BH&,$0 C!#' M'HB1%PZ%H(7*R^I4/B$"+'IT?_B*&#T0BU1%C)8)BUI?*UZT0"R:S253)C+# M9$!&*8\XHPH9R1D23$H'@NXT*;!(Z(H7/7>062\6?3(J=K0DB+295Z."I<7# MTFP6A6/.II"#0H*+ $L&(TUT0HDQ;K5A+N86&P37&:^<1R^0% >OT.I[>)-! M##,!&./@C)_LE_>V]NY+ MU+D^)V7^BNT'IQ:'T\@]:>R,1HM#"AUB"N M'$4@Z )I9X)P+C#IZ=H&TW4VIYC*ZJ1//+2V=T5MYU/;K+2_UEIGY\.\>[1R M_%7L+ZH0W4-WCJ4CP+\L&XQ^FMCKM[]Y^.KF6?ZMPM3%8>J7&4QER>:>]Q(9 M'CE@JG)(LP0FNA.88*.Y5&IMP]0)GZWQ\L^?S A;%DA;55:\B%(1"^.V+ MX+F&_ <[8OCC##7E+'D/ $(QZQ1\Y'#$)E M.4V,6)WT*Z@5L4#%?<*TXZ=.8AKESE6)2K<3E>@1MEA;QCS")H 6V!21!>A" MS&'/$P6;$J]@HM+NX"3V:OWA^7F[:+,)]*#5*=$T8_KWLHO�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�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end

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̻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