Fair Value Measurements

9 Months Ended

Oct. 31, 2021

The Company’s assets and liabilities that were measured at fair value on a recurring basis were as follows:


	Fair Value Measured as of October 31, 2021
	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets
Money market funds	$	254,714	$	—	$	—	$	254,714
Total financial assets	$	254,714	$	—	$	—	$	254,714
Liabilities
Common stock warrant liabilities (Private Placement)	$	—	$	—	$	29,282	$	29,282
Contingent earnout liability recognized upon acquisition of ViriCiti (ViriCiti Earnout)	—		—		3,856		3,856
Total financial liabilities	$	—	$	—	$	33,138	$	33,138


	Fair Value Measured as of January 31, 2021
	Level 1		Level 2		Level 3		Total
	(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 condensed consolidated balance sheets. 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 October 31, 2021 and January 31, 2021. Realized gains and losses, net of tax, were not material for any of the periods presented.

As of October 31, 2021 and January 31, 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 liability		Private placement warrant liability		Earnout liability and ViriCiti Earnout liability
	(in thousands)
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)
Change in fair value included in other income (expense), net	9,237		46,835		84,420
Reclassification of warrants to stockholders’ equity (deficit) due to exercise	—		51,771		—
Reclassification of Legacy ChargePoint preferred stock warrant liability upon the reverse capitalization	66,606		—		—
Issuance of earnout shares upon triggering events	—		—		501,120
Reclassification of remaining contingent earnout liability upon triggering event	—		—		242,640
Contingent earnout liability recognized upon the acquisition of ViriCiti (ViriCiti Earnout)	—		—		(3,856)
Fair value as of October 31, 2021	$	—	$	(29,282)	$	(3,856)

Redeemable convertible preferred stock warrant liability, Private Placement Liability and the 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 (Note 9). 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 (see Note 9). 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 9).

- Definition

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.

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