Common Stock

9 Months Ended

Oct. 31, 2023

Equity [Abstract]

Common Stock

Common Stock

As of October 31, 2023 and January 31, 2023, the Company was authorized to issue 1,000,000,000 shares of Common Stock, with a par value of $0.0001 per share. There were 417,939,824 and 348,330,481 shares issued and outstanding as of October 31, 2023 and January 31, 2023, respectively.

At-the-Market Offering

On July 1, 2022, ChargePoint filed a registration statement on Form S-3 (File No. 333-265986) with the SEC (that was declared effective by the SEC on July 12, 2022), which permits the Company to offer up to $1.0 billion of Common Stock, preferred stock, debt securities, warrants and rights in one or more offerings and in any combination, including in units from time to time (the “Shelf Registration Statement”). As part of the Shelf Registration Statement, ChargePoint filed a prospectus supplement registering for sale from time to time up to $500.0 million of Common Stock pursuant to a sales agreement (the “ATM Facility”).

During the three months ended October 31, 2023, the Company sold a total of 53,314,381 shares of its Common Stock pursuant to the ATM Facility for total proceeds of $232.4 million, net of $0.7 million of issuance costs, which includes 41,371,158 shares sold to an institutional investor. During the nine months ended October 31, 2023, the Company sold a total of 59,299,481 shares of its Common Stock pursuant to the ATM Facility at the for total proceeds of $287.2 million, net of $1.2 million of issuance costs.

As of October 31, 2023, $161.6 million of shares of Common Stock remained available for sale pursuant to the ATM Facility.

Stock Warrants

Common Stock Warrants

Legacy ChargePoint had outstanding warrants to purchase shares of Legacy ChargePoint common stock (collectively, “Legacy Warrants”), which now represent warrants to purchase Common Stock. As of October 31, 2023, there were 34,499,436 Legacy Warrants outstanding, which are classified as equity.

There was no Legacy Warrants activity during the three and nine months ended October 31, 2023.

During the three and nine months ended October 31, 2022, 936,764 and 951,332 Legacy Warrants were exercised resulting in the issuance of 936,764 and 949,987 shares of Common Stock, respectively. During each of the three and nine months ended October 31, 2022, there was $6.4 million cash proceeds received for the exercise of Legacy Warrants.

Activity of Legacy Warrants is set forth below:

	Legacy Warrants
Outstanding as of January 31, 2023	34,499,436
Warrants exercised	—
Outstanding as of October 31, 2023	34,499,436

Private Placement Warrants

The Private Placement Warrants were initially recognized as a liability, and remeasured to fair value as of any respective exercise dates. On February 21, 2022, the Company redeemed the remaining Private Placement Warrants for 0.355 shares of Common Stock per warrant, resulting in the Company recording no gain or loss and an immaterial loss for the three and nine months ended October 31, 2022, respectively. No Private Placement Warrants have been outstanding since April 30, 2022.