UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
As previously disclosed, on February 26, 2021, Switchback Energy Acquisition Corporation (“Switchback”), the predecessor of ChargePoint Holdings, Inc. (the “Company”), consummated transactions pursuant to which Lightning Merger Sub Inc., a wholly-owned subsidiary of Switchback incorporated in the State of Delaware, merged with ChargePoint, Inc., a Delaware corporation (“Legacy ChargePoint”), with Legacy ChargePoint surviving as a wholly-owned subsidiary of Switchback (the “Merger”).
The Company is filing the attached Exhibit 99.1 to recast Legacy ChargePoint’s consolidated financial statements as of January 31, 2021 and 2020 and for each of the three years in the period ended January 31, 2021 to retrospectively reflect the effects of the reverse recapitalization that occurred in connection with the Merger, as described below. Exhibit 99.1 is incorporated by reference into this Item 8.01.
The Merger was accounted for as a reverse recapitalization under U.S. GAAP with Switchback treated as the “acquired” company for financial reporting purposes. Accordingly, the financial statements of the Company represent a continuation of the financial statements of Legacy ChargePoint with the Merger being treated as the equivalent of the Company issuing stock for the net assets of Switchback, accompanied by a recapitalization. All periods prior to the Merger have been retrospectively adjusted using the exchange ratio of approximately 0.9966 for the equivalent number of shares outstanding immediately after the Merger to effect the reverse recapitalization.
The audited consolidated financial statements of Legacy ChargePoint as of January 31, 2021 and 2020 included herein as Exhibit 99.1 update the audited consolidated financial statements of Legacy ChargePoint included in Item 2.01 and Item 9.01 of the Company’s Current Report on Form 8-K/A filed with the Securities and Exchange Commission on April 1, 2021.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description of Exhibit | |
| 23.1 | Consent of PricewaterhouseCoopers LLP. | |
| 99.1 | Audited consolidated financial statements of ChargePoint, Inc. and its subsidiaries as of January 31, 2021 and 2020 and for each of the three years in the period ended January 31, 2021. | |
| 104 | Cover Page Interactive Data file (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CHARGEPOINT HOLDINGS, INC. | ||
| By: | /s/ Rex S. Jackson | |
| Name: | Rex S. Jackson | |
| Title: | Chief Financial Officer | |
Date: March 1, 2022