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                           June 4, 2024

       Mansi Khetani
       Interim Chief Financial Officer
       ChargePoint Holdings, Inc.
       240 East Hacienda Avenue
       Campbell, CA 95008

                                                        Re: ChargePoint
Holdings, Inc.
                                                            Form 10-K for the
Fiscal Year Ended January 31, 2024
                                                            Filed April 1, 2024
                                                            Form 8-K Furnished
March 5, 2024
                                                            File No. 001-39004

       Dear Mansi Khetani:

              We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comments.

              Please respond to this letter within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe a
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to this letter, we may have additional comments.

       Form 8-K Furnished March 5, 2024

       Exhibit 99.1, page 8

   1.                                                   We note your disclosure
of non-GAAP gross profit and non-GAAP gross margin under
                                                        the reconciliation of
non-GAAP cost of revenue. However, we do not note disclosure of
                                                        GAAP gross profit or
margin in the table or a reconciliation of this non-GAAP measure to
                                                        the comparable GAAP
measure. We also note your disclosure of non-GAAP operating
                                                        expenses, which
represent the sum of non-GAAP research and development, non-GAAP
                                                        sales and marketing,
and non-GAAP general and administrative, in addition to the non-
                                                        GAAP operating expenses
as a percentage of revenue. Please revise future filings to
                                                        present a
reconciliation of the non-GAAP financial measures to the most directly
                                                        comparable GAAP
measures in compliance with Item 10(e)(1)(i)(B) of Regulation S-X in
                                                        future filings.
   2.                                                   We note you present the
following non-GAAP financial measures without presenting the
 Mansi Khetani
FirstName  LastNameMansi
ChargePoint  Holdings, Inc. Khetani
Comapany
June 4, 2024NameChargePoint Holdings, Inc.
June 4,
Page 2 2024 Page 2
FirstName LastName
         most directly comparable GAAP measures with equal or greater
prominence:
             Non-GAAP research and development as a percentage of revenue
             Non-GAAP sales and marketing as a percentage of revenue
             Non-GAAP general and administrative as a percentage of revenue
             Non-GAAP net loss as a percentage of revenue
             Non-GAAP pre-tax net loss as a percentage of revenue
             Non-GAAP adjusted EBITDA loss as a percentage of revenue
         Please present the most directly comparable GAAP measure with equal or
greater
         prominence whenever a non-GAAP financial measure is presented. Refer
to Question
         102.10(a) of the Division of Corporation Finance   s Compliance &
Disclosure
         Interpretations on Non-GAAP Financial Measures.

         In addition, revise your future other public disclosures, such as
investor presentations, to
         present the most directly comparable GAAP measures whenever non-GAAP
measures are
         presented. See Rule 100(a)(1) of Regulation G.
Form 10-K for the Fiscal Year Ended January 31, 2024

Notes to Consolidated Financial Statements, page 74

3.       We note your disclosures of disaggregated revenues by geographic area
on page 100 and
         revenue line (networked charging systems, subscriptions, and other) on
your consolidated
         statements of operations. Please tell us how you considered the
guidance to further
         disaggregate revenue into categories that depict how the nature,
amount, timing, and
         uncertainty of revenue and cash flows are affected by economic
factors, e.g., type of
         customer (vertical), product type, and sales channel. Refer to ASC
606-10-50-5 and also
         see ASC 606-10-55-89 through 91. In this regard, we note from your
disclosure in
         MD&A that the AC charger based commercial business contributes higher
margins than
         its residential and DC charger based fleet businesses and we note from
the earnings calls
         that you disclose billings percentages (which approximate revenue
split) for commercial,
         fleet, residential and other. Please advise or revise as appropriate.
2. Summary of Significant Accounting Policies
Revenue Recognition
Networked Charging Systems revenue, page 81

4.       We note your disclosure that the Company recognizes revenue from sales
of Networked
         Charging Systems upon shipment to the customer. Please explain to us
if the customer you
         refer to in your disclosures in Note 2 is the same as the end users
described on pages 8 and
         19. We also note your disclosure on page 19 that the majority of your
products are sold
         through your channel partners, distributors, and resellers. In this
regard, if revenue
         recognition process is not complete at the time the channel partner
takes delivery of the
         shipment, identify the nature of any remaining obligations, or risks
or rewards that have
         not yet transferred to the channel partner at the time they accept
delivery of the shipments.
         Refer to guidance in ASC 606-10-25-30 and ASC 606-10-50-12.
 Mansi Khetani
ChargePoint Holdings, Inc.
June 4, 2024
Page 3
Note 2. Summary of Significant Accounting Policies
Warranty, page 84

5.       We note your disclosure on page 84 that you provide a standard
warranty coverage on
         your products, providing parts necessary to repair the systems during
the warranty period,
         and that warranty expense for the years ended January 31, 2024, 2023,
and 2022 was
         $16.7 million, $5.4 million, and $3.8 million, respectively. Please
provide for us and
         revise to provide the disclosures required by ASC 460-10-50-8.
       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

       Please contact Stephany Yang at 202-551-3167 or Claire Erlanger at
202-551-3301 with
any questions.



FirstName LastNameMansi Khetani                               Sincerely,
Comapany NameChargePoint Holdings, Inc.
                                                              Division of
Corporation Finance
June 4, 2024 Page 3                                           Office of
Manufacturing
FirstName LastName