Stock Warrants

12 Months Ended

Jan. 31, 2024

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. Immediately following the Merger, there were 38,761,031 Legacy Warrants outstanding which are classified as equity.

During the fiscal year ended January 31, 2024, no Legacy Warrants were exercised. During the fiscal year ended January 31, 2023, 1,039,153 Legacy Warrants were exercised resulting in the issuance of 1,037,808 shares of Common Stock and cash proceeds received of $6.9 million.

As of January 31, 2024, there were 34,499,436 Legacy Warrants outstanding which are classified as equity.


	January 31, 2024
	Outstanding Warrants			Expiration Date
	Number of Warrants	Exercise Price
Common Stock	20,922,215	$	6.03	7/31/2030 – 8/4/2030
Common Stock	13,577,221	$	9.04	11/16/2028 – 2/13/2029
Total outstanding common stock warrants	34,499,436

Private Placement Warrants

The Private Placement Warrants were initially recognized as a liability on February 26, 2021 and was remeasured to fair value as of any respective exercise dates. The Company recorded no gain or loss, an immaterial loss, and a gain of $63.7 million for the fiscal years ended January 31, 2024, 2023 and 2022, respectively, classified within change in fair value of warrant liabilities in the consolidated statements of operations.

The Private Placement Warrants were valued using the assumptions under the Binomial Lattice Model that assumes optimal exercise of the Company’s redemption option at the earliest possible date. On February 21, 2022, the Company redeemed the remaining Private Placement Warrants for 0.355 shares of Common Stock per warrant. As of January 31, 2024, there were zero Private Placement Warrants outstanding.


	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)	4.1			5.0
Volatility	70.5		%	73.5		%
Risk-free interest rate	1.0		%	0.8		%
Dividend rate	0.0		%	0.0		%

Public Warrants

The Public Warrants were initially recognized as a liability on February 26, 2021 and 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. As of January 31, 2024, no Public Warrants remained outstanding.

The Company recognized no gain or loss for the fiscal years ended January 31, 2024 and 2023, and 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 from the exercises of Public Warrants were $117.6 million.

Warrant Activity

Activity of warrants is set forth below:


	Legacy Warrants	Private Placement Warrants	Total Common Stock Warrants
Outstanding as of January 31, 2023	34,499,436	—	34,499,436

Warrants Exercised	—	—	—

Outstanding as of January 31, 2024	34,499,436	—	34,499,436