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EX-99.3 - EX-99.3 - ChargePoint Holdings, Inc. | d174236dex993.htm |
EX-99.2 - EX-99.2 - ChargePoint Holdings, Inc. | d174236dex992.htm |
EX-99.1 - EX-99.1 - ChargePoint Holdings, Inc. | d174236dex991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date Earliest Event Reported): March 31, 2021 (February 26, 2021)
ChargePoint Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-39004 | 84-1747686 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
240 East Hacienda Avenue Campbell, CA |
95008 | |||
(Address of Principal Executive Offices) | (Zip Code) |
(408) 841-4500
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange | ||
Common Stock, par value $0.0001 | CHPT | New York Stock Exchange | ||
Warrants, each whole warrant exercisable for Common Stock at an exercise price of $11.50 per share | CHPT WS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
This Amendment No. 1 to the Form 8-K (the Amendment No. 1) amends Item 2.01 and Item 9.01 and supplements Item 5.02 of the Current Report on Form 8-K (the Original Report) filed by ChargePoint Holdings, Inc. (the Company) on March 1, 2021, in which the Company reported, among other events, the completion of the Business Combination (as defined in the Original Report).
This Amendment No. 1 (i) amends the historical financial statements provided under Item 9.01(a) in the Original Report to include the audited consolidated financial statements of ChargePoint, Inc. (Legacy ChargePoint) as of January 31, 2021, 2020 and 2019 and for each of the years in the three-year period ended January 31, 2021, (ii) amends the Managements Discussion and Analysis of Financial Condition and Results of Operations of Legacy ChargePoint disclosure under Item 2.01 of the Original Report and (ii) provides an update on executive compensation arrangements subsequent to the filing date of the Original Report. This Amendment No. 1 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company subsequent to the filing date of the Original Report.
Capitalized terms used but not defined herein have the meanings assigned to them in the Form 8-K.
Item 2.01 Completion of Acquisition or Disposition of Assets.
Business and Properties
The information set forth in the section of the Amendment No. 1 to the Registration Statement filed pursuant to Form S-1/A (File No. 333-253759), filed on March 9, 2021 (Form S-1) entitled Business beginning on page 76 is incorporated herein by reference.
Risk Factors
The information set forth in Exhibit 99.3 to this Amendment No. 1 is incorporated herein by reference.
Selected Historical Financial and Other Information
This information is no longer required as the Company has adopted certain provisions within the amendments to Regulation S-K that eliminate Item 301.
Managements Discussion and Analysis of Financial Condition and Results of Operations
The information set forth in Exhibit 99.2 to this Amendment No. 1 is incorporated herein by reference.
Quantitative and Qualitative Disclosures About Market Risk
The information set forth in the section of Exhibit 99.2 to this Amendment No. 1 entitled Managements Discussion and Analysis of Financial Condition and Results of OperationsQuantitative and Qualitative Disclosures About Market Risk beginning on page 17 is incorporated herein by reference.
Directors, Executive Officers and Corporate Governance
The information set forth in the section of the Form S-1 entitled Directors and Executive Officers beginning on page 14 and the section of the Form S-1 entitled Management beginning on page 88 is incorporated herein by reference.
Executive Compensation
The information set forth in the section of the Form S-1 entitled Executive Compensation beginning on page 94 is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management
The information set forth in the section of the Form S-1 entitled Beneficial Ownership of Securities beginning on page 117 is incorporated herein by reference.
Certain Relationships and Related Transactions
The information set forth in the section of the Form S-1 entitled Certain Relationships and Related Party Transactions beginning on page 130 is incorporated herein by reference.
Legal Proceedings
The information set forth in the section of the Form S-1 entitled Business Legal Proceedings beginning on page 87 is incorporated herein by reference.
Market Price of and Dividends on the Registrants Common Equity and Related Stockholder Matters
The information set forth in the section of the Form S-1 entitled Market Information for Securities and Dividend Policy beginning on page 37 is incorporated herein by reference.
Certain Indebtedness
The information set forth in the section of the Form S-1 entitled Market Information for Securities and Dividend PolicyCertain Indebtedness beginning on page 37 is incorporated herein by reference.
Financial Statements, Supplementary Data and Exhibits
The information set forth in sections (a) and (d) of Item 9.01 of this Amendment No. 1 is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
On March 29, 2021, the Board approved the entry into severance and change in control agreements with each of the Companys named executive officers. These agreements have a term of three years from February 26, 2021 and will supersede any severance and acceleration provisions in a named executive officers offer letter. Pursuant to these agreements, if a named executive officers employment is terminated by the Company without cause or the officer resigns for good reason, the officer is eligible to receive a lump sum cash payment equal to 6 months of the officers base salary and COBRA premiums. If a qualifying termination occurs within 3 months prior to, or within 12 months after, a change in control, then the cash severance payment the officer is eligible to receive is increased to 12 months of the officers base salary and COBRA premiums, 100% of the officers time-based equity awards outstanding at the time the officers employment terminates will vest and any outstanding performance-based equity awards will vest at the greater of the target level of achievement or based on actual performance. These severance benefits are contingent on the officers execution of a release of claims and, if requested, resignation from the Companys Board. The foregoing description of the Change in Control Agreements is qualified in its entirety by the full text of the form of such agreements, which will be filed as exhibits to the Companys Quarterly Report on Form 10-Q for the period ended April 30, 2021 and are incorporated herein by reference.
(f)
On March 29, 2021 the Companys Board of Directors approved cash bonuses to the Companys named executive officers for the fiscal year ended January 31, 2021. These bonus amounts were not included in the Fiscal Year 2021 Summary Compensation Table included in the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2021 or the Companys Amendment No. 1 to the Registration Statement filed pursuant to Form S-1/A (File No. 333-253759), filed with the Securities and Exchange Commission on March 9, 2021, because the amounts of these bonuses had not been determined at the time of each filing.
In accordance with Item 5.02(f), the fiscal 2021 bonuses payable to the Companys named executive officers are included in the Bonus column of the table below, together with other compensation previously reported, which resulted in total compensation for fiscal 2021 as set forth in the Total column below. No other amounts have changed.
Name and Principal Position |
Year | Salary ($) |
Bonus ($) |
Option Awards(1) ($) |
Non-Equity Incentive Plan Compensation ($) |
Total ($) |
||||||||||||||||||
Pasquale Romano, |
2021 | 454,167 | 405,000 | | (2) | | 859,167 | |||||||||||||||||
2020 | 500,000 | 112,500 | 1,125,000 | 262,500 | 2,000,000 | |||||||||||||||||||
Christopher Burghardt, (3), (4) Managing Director, Europe |
2021 | 402,500 | 130,410 | | | 532,910 | ||||||||||||||||||
Michael Hughes, (4) Chief Revenue Officer |
2021 | 272,500 | 97,200 | | 294,000 | (5) | 663,700 |
(1) | The amounts in this column represent the aggregate grant date fair value of option awards granted to the officer in the applicable fiscal year computed in accordance with FASB ASC Topic 718. See Note 12 of the notes to ChargePoints audited consolidated financial statements attached hereto as Exhibit 99.2 to this Amendment No. 1 for a discussion of the assumptions made by ChargePoint in determining the grant date fair value of its equity awards. In accordance with SEC rules, the grant date fair value of an award subject to a performance condition is based on the probable outcome of the performance condition. |
(2) | Mr. Romano was granted an option to purchase 1,500,000 shares of ChargePoints common stock on June 2, 2020. As originally granted, the option would have vested if ChargePoint achieved positive operating income for the fiscal year ending January 31, 2024. At the time the option was granted it was not probable that the performance condition would be achieved, and therefore no amount is included in the Option Awards column for fiscal year 2021. The grant date fair value of the option granted to Mr. Romano, assuming maximum achievement of the performance condition, was $783,991. |
(3) | Mr. Burghardts salary and bonus were paid in Euros and have been converted to U.S. dollars using the average exchange rate during the fiscal year of 1.15. |
(4) | Messrs. Burghardt and Hughes were employed by us, but were not named executive officers, in the fiscal year ended January 31, 2020. Accordingly, compensation information is only provided for the fiscal year ending January 31, 2021. |
(5) | Reflects sales commissions. |
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The audited consolidated financial statements of ChargePoint, Inc. as of January 31, 2021 and 2020 and for each of the three years in the period ended January 31, 2021 are filed herewith as Exhibit 99.1. Also included herewith as Exhibit 99.2 and incorporated by reference herein is the related Managements Discussion and Analysis of Financial Condition and Results of Operations of ChargePoint, Inc.
(d) Exhibits
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 Jackson | |
Name: Rex Jackson | ||
Title: Chief Financial Officer |
Date: March 31, 2021