Cover Page
Cover Page | 6 Months Ended |
Jul. 31, 2021 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Central Index Key | 0001777393 |
Entity Registrant Name | ChargePoint Holdings, Inc. |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jul. 31, 2021 | Jan. 31, 2021 | Jan. 31, 2020 |
Current assets: | |||
Cash and cash equivalents | $ 618,089 | $ 145,491 | $ 72,753 |
Restricted cash | 400 | 400 | 400 |
Short-term investments | 0 | 47,037 | |
Accounts receivable, net of allowance | 42,708 | 35,075 | 38,488 |
Inventories | 27,916 | 33,592 | 25,419 |
Prepaid expenses and other current assets | 22,138 | 12,074 | 7,221 |
Total current assets | 711,251 | 226,632 | 191,318 |
Property and equipment, net | 32,265 | 29,988 | 27,941 |
Operating lease right-of-use assets | 20,834 | 21,817 | 10,269 |
Goodwill | 1,215 | 1,215 | 1,215 |
Other assets | 5,023 | 10,468 | 3,448 |
Total assets | 770,588 | 290,120 | 234,191 |
Current liabilities: | |||
Accounts payable | 28,416 | 19,784 | 19,631 |
Accrued and other current liabilities | 51,980 | 47,162 | 37,659 |
Deferred revenue | 47,769 | 40,934 | 39,408 |
Debt, current | 10,208 | 0 | |
Total current liabilities | 128,165 | 118,088 | 96,698 |
Deferred revenue, noncurrent | 58,000 | 48,896 | 33,266 |
Debt, noncurrent | 24,686 | 34,261 | |
Operating lease liabilities | 21,582 | 22,459 | 8,230 |
Common stock warrant liabilities | 26,868 | ||
Redeemable convertible preferred stock warrant liability | 75,843 | 2,718 | |
Other long-term liabilities | 961 | 972 | 798 |
Total liabilities | 235,576 | 290,944 | 175,971 |
Commitments and contingencies (Note 7) | |||
Redeemable convertible preferred stock | 615,697 | 520,241 | |
Stockholders' equity (deficit): | |||
Common stock | 32 | 2 | 1 |
Preferred stock | |||
Additional paid-in capital | 1,216,893 | 62,736 | 20,331 |
Accumulated other comprehensive income | 150 | 155 | 37 |
Accumulated deficit | (682,063) | (679,414) | (482,390) |
Total stockholders' equity (deficit) | 535,012 | (616,521) | (462,021) |
Total liabilities, redeemable convertible preferred stock, and stockholders' equity (deficit) | $ 770,588 | $ 290,120 | $ 234,191 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jul. 31, 2021 | Jan. 31, 2021 | Jan. 31, 2020 |
Accounts receivable | $ 2,000 | $ 2,000 | $ 2,000 |
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Temporary Equity, shares authorized | 0 | 185,180,248 | 162,829,195 |
Temporary Equity, shares issued | 0 | 182,934,257 | 160,583,203 |
Temporary Equity, shares outstanding | 0 | 182,934,257 | 160,583,203 |
Temporary Equity liquidation value | $ 0 | $ 17,492,964 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 299,771,284 | 240,180,600 |
Common stock, shares issued | 322,170,484 | 22,961,032 | 11,918,418 |
Common stock, shares outstanding | 322,170,484 | 22,961,032 | 11,918,418 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 10,000,000 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Preferred stock, shares issued | 0 | 0 | |
Previously Reported [Member] | |||
Temporary Equity liquidation value | $ 693,548 | $ 563,753 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Revenue | |||||||
Revenue | $ 56,121 | $ 34,957 | $ 96,631 | $ 67,733 | $ 146,490 | $ 144,515 | $ 92,030 |
Cost of revenue | |||||||
Cost of revenue | 45,344 | 25,929 | 76,637 | 50,941 | 113,541 | 126,473 | 72,526 |
Gross profit | 10,777 | 9,028 | 19,994 | 16,792 | 32,949 | 18,042 | 19,504 |
Operating expenses | |||||||
Research and development | 40,410 | 17,126 | 65,784 | 35,152 | 75,017 | 69,464 | 50,510 |
Sales and marketing | 21,923 | 10,966 | 37,897 | 25,167 | 53,002 | 56,997 | 56,411 |
General and administrative | 22,732 | 4,466 | 37,199 | 9,555 | 25,922 | 23,945 | 17,870 |
Total operating expenses | 85,065 | 32,558 | 140,880 | 69,874 | 153,941 | 150,406 | 124,791 |
Loss from operations | (74,288) | (23,530) | (120,886) | (53,082) | (120,992) | (132,364) | (105,287) |
Interest income | 25 | 37 | 47 | 280 | 315 | 3,245 | 1,402 |
Interest expense | (793) | (1,499) | (1,628) | (3,253) | (3,544) | (3,690) | |
Change in fair value of redeemable convertible preferred stock warrant liability | (11,516) | 9,237 | (10,981) | (73,125) | (875) | (388) | |
Change in fair value of common stock warrant liabilities | (10,421) | 33,340 | (10,981) | ||||
Change in fair value of contingent earnout liability | 84,420 | ||||||
Transaction costs expensed | (7,031) | ||||||
Other (expense) income, net | (189) | 563 | (174) | 131 | 229 | (565) | (5) |
Net loss before income taxes | (84,873) | (35,239) | (2,546) | (65,280) | (196,826) | (134,103) | (107,968) |
Provision for income taxes | 65 | 48 | 103 | 105 | 198 | 224 | 119 |
Net loss | (84,938) | (35,287) | (2,649) | (65,385) | (197,024) | (134,327) | (108,087) |
Accretion of beneficial conversion feature of redeemable convertible preferred stock | 0 | (58,625) | 0 | (58,625) | (60,377) | 0 | 0 |
Cumulative dividends on redeemable convertible preferred stock | 0 | (4,292) | (16,799) | 0 | 0 | ||
Deemed dividends attributable to vested option holders | 0 | (51,855) | |||||
Deemed dividends attributable to common stock warrant holders | 0 | (110,635) | |||||
Net loss attributable to common stockholders - Basic | (84,938) | (93,912) | (169,431) | (124,010) | $ (274,200) | $ (134,327) | $ (108,087) |
Gain attributable to earnout shares issued | 0 | (84,420) | |||||
Change in fair value of dilutive warrants | (7,427) | (53,540) | |||||
Net loss attributable to common stockholders - Diluted | $ (92,365) | $ (93,912) | $ (307,391) | $ (124,010) | |||
Net loss per share attributable to common stockholders, basic and diluted | $ (18.14) | $ (15.10) | $ (24.89) | ||||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 312,465,016 | 13,537,501 | 266,473,703 | 12,822,481 | 15,116,763 | 8,893,787 | 4,342,517 |
Weighted average shares outstanding - Basic | 312,227,526 | 13,468,677 | 266,197,482 | 12,822,481 | |||
Weighted average shares outstanding - Diluted | 313,602,100 | 13,468,677 | 275,577,000 | 12,822,481 | |||
Net loss per share - Basic | $ (0.27) | $ (6.97) | $ (0.64) | $ (9.67) | |||
Net loss per share - Diluted | $ (0.29) | $ (6.97) | $ (1.12) | $ (9.67) | |||
Networked charging systems [Member] | |||||||
Revenue | |||||||
Revenue | $ 40,874 | $ 21,368 | $ 67,674 | $ 41,025 | $ 91,893 | $ 101,012 | $ 61,338 |
Cost of revenue | |||||||
Cost of revenue | 35,384 | 20,408 | 59,126 | 39,024 | 87,083 | 105,940 | 59,928 |
Subscriptions [Member] | |||||||
Revenue | |||||||
Revenue | 12,082 | 9,811 | 22,906 | 18,815 | 40,563 | 28,930 | 22,504 |
Cost of revenue | |||||||
Cost of revenue | 7,830 | 4,452 | 13,470 | 9,225 | 20,385 | 16,244 | 10,441 |
Other [Member] | |||||||
Revenue | |||||||
Revenue | 3,165 | 3,778 | 6,051 | 7,893 | 14,034 | 14,573 | 8,188 |
Cost of revenue | |||||||
Cost of revenue | $ 2,130 | $ 1,069 | $ 4,041 | $ 2,692 | $ 6,073 | $ 4,289 | $ 2,157 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||||||
Net income (loss) | $ (84,938) | $ (35,287) | $ (2,649) | $ (65,385) | $ (197,024) | $ (134,327) | $ (108,087) |
Other comprehensive income (loss): | |||||||
Foreign currency translation adjustment | (12) | 92 | (5) | 36 | 141 | 131 | (106) |
Available-for-sale short-term investments: | |||||||
Unrealized loss on short-term investments, net of tax | (23) | (23) | 0 | 23 | 0 | ||
Reclassification to net income, net of tax | (23) | 0 | 0 | ||||
Other comprehensive (loss) income | (12) | 69 | (5) | 13 | 118 | 154 | (106) |
Comprehensive loss | $ (84,950) | $ (35,218) | $ (2,654) | $ (65,372) | $ (196,906) | $ (134,173) | $ (108,193) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Cumulative Effect, Period of Adoption, Adjustment | Cumulative Effect, Period of Adoption, AdjustmentAccumulated Deficit | Redeemable Convertible Preferred Stock | Common Stock | |
Balance at Jan. 31, 2018 | $ (231,713) | $ 10,463 | $ (11) | $ (242,165) | $ 290,316 | $ 0 | |||
Balance (in Shares) at Jan. 31, 2018 | 118,428,814 | 2,436,734 | |||||||
Vesting of early exercised stock options | 4 | 4 | |||||||
Stock-based compensation | 1,706 | 1,706 | |||||||
Net income (loss) | (108,087) | (108,087) | |||||||
Other comprehensive income | (106) | (106) | |||||||
Issuance of common stock upon release of restricted stock units (Shares) | 797,280 | ||||||||
Issuance of common stock upon exercise of vested stock options | $ 1,367 | 1,366 | $ 1 | ||||||
Issuance of common stock upon exercise of vested stock options (Shares) | 3,853,935 | 3,794,964 | |||||||
Issuance of redeemable convertible preferred stock and common warrants, net of issuance costs (in shares) | 39,519,739 | ||||||||
Issuance of redeemable convertible preferred stock and common warrants, net of issuance costs | $ 215,169 | ||||||||
Issuance of common stock warrants in connection with Series H-1 redeemable convertible preferred stock | $ 1,454 | 1,454 | |||||||
Accretion of beneficial conversion feature in connection with Series H-1 redeemable preferred stock | 0 | ||||||||
Issuance of common stock related to early exercise of stock options (Shares) | 58,971 | ||||||||
Balance at Jan. 31, 2019 | (335,375) | 14,993 | (117) | (350,252) | $ 505,485 | $ 1 | |||
Balance (in Shares) at Jan. 31, 2019 | 157,948,553 | 7,087,949 | |||||||
Vesting of early exercised stock options | 15 | 15 | |||||||
Stock-based compensation | 2,937 | 2,937 | |||||||
Net income (loss) | (134,327) | (134,327) | |||||||
Other comprehensive income | 154 | 154 | |||||||
Issuance of common stock upon exercise of vested stock options | $ 2,201 | 2,201 | |||||||
Issuance of common stock upon exercise of vested stock options (Shares) | 4,830,469 | 4,795,588 | |||||||
Issuance of redeemable convertible preferred stock and common warrants, net of issuance costs (in shares) | 2,634,650 | ||||||||
Issuance of redeemable convertible preferred stock and common warrants, net of issuance costs | $ 185 | 185 | $ 14,756 | ||||||
Accretion of beneficial conversion feature in connection with Series H-1 redeemable preferred stock | 0 | ||||||||
Issuance of common stock related to early exercise of stock options (Shares) | 34,881 | ||||||||
Balance at Jan. 31, 2020 | (462,021) | 20,331 | 37 | (482,390) | $ 2,189 | $ 2,189 | $ 520,241 | $ 1 | |
Balance (in Shares) at Jan. 31, 2020 | [1] | 160,583,203 | 11,918,418 | ||||||
Vesting of early exercised stock options | 10 | 10 | |||||||
Stock-based compensation | 910 | 910 | |||||||
Net income (loss) | (30,098) | (30,098) | |||||||
Other comprehensive income | (56) | (56) | |||||||
Issuance of common stock upon exercise of vested stock options | 436 | 436 | |||||||
Issuance of common stock upon exercise of vested stock options (Shares) | [1] | 1,071,203 | |||||||
Balance at Apr. 30, 2020 | (490,819) | 21,687 | (19) | (512,488) | $ 520,241 | $ 1 | |||
Balance (in Shares) at Apr. 30, 2020 | [1] | 160,583,203 | 12,989,621 | ||||||
Balance at Jan. 31, 2020 | (462,021) | 20,331 | 37 | (482,390) | 2,189 | 2,189 | $ 520,241 | $ 1 | |
Balance (in Shares) at Jan. 31, 2020 | [1] | 160,583,203 | 11,918,418 | ||||||
Net income (loss) | (65,385) | ||||||||
Accretion of beneficial conversion feature in connection with Series H-1 redeemable preferred stock | (58,625) | ||||||||
Balance at Jul. 31, 2020 | (492,361) | 55,363 | 50 | (547,775) | $ 612,674 | $ 1 | |||
Balance (in Shares) at Jul. 31, 2020 | [1] | 182,366,537 | 14,579,702 | ||||||
Balance at Jan. 31, 2020 | (462,021) | 20,331 | 37 | (482,390) | $ 2,189 | $ 2,189 | $ 520,241 | $ 1 | |
Balance (in Shares) at Jan. 31, 2020 | [1] | 160,583,203 | 11,918,418 | ||||||
Vesting of early exercised stock options | 268 | 268 | |||||||
Stock-based compensation | 4,947 | 4,947 | |||||||
Net income (loss) | (197,024) | (197,024) | |||||||
Other comprehensive income | 118 | 118 | |||||||
Issuance of common stock upon exercise of vested stock options | $ 5,644 | 5,643 | $ 1 | ||||||
Issuance of common stock upon exercise of vested stock options (Shares) | 11,042,592 | 10,363,603 | |||||||
Issuance of redeemable convertible preferred stock and common warrants, net of issuance costs (in shares) | 22,351,054 | ||||||||
Issuance of redeemable convertible preferred stock and common warrants, net of issuance costs | $ 95,456 | ||||||||
Issuance of common stock warrants in connection with Series H-1 redeemable convertible preferred stock | $ 31,547 | 31,547 | |||||||
Beneficial conversion feature in connection with Series H-1 redeemable preferred stock | 60,377 | 60,377 | (60,377) | ||||||
Accretion of beneficial conversion feature in connection with Series H-1 redeemable preferred stock | (60,377) | (60,377) | 60,377 | ||||||
Issuance of common stock related to early exercise of stock options (Shares) | 679,011 | ||||||||
Balance at Jan. 31, 2021 | (616,521) | 62,736 | 155 | (679,414) | $ 615,697 | $ 2 | |||
Balance (in Shares) at Jan. 31, 2021 | [1] | 182,934,257 | 22,961,032 | ||||||
Balance at Apr. 30, 2020 | (490,819) | 21,687 | (19) | (512,488) | $ 520,241 | $ 1 | |||
Balance (in Shares) at Apr. 30, 2020 | [1] | 160,583,203 | 12,989,621 | ||||||
Vesting of early exercised stock options | 1 | 1 | |||||||
Stock-based compensation | 1,190 | 1,190 | |||||||
Net income (loss) | (35,287) | (35,287) | |||||||
Other comprehensive income | 69 | 69 | |||||||
Issuance of common stock upon exercise of vested stock options | 1,095 | 1,095 | |||||||
Issuance of common stock upon exercise of vested stock options (Shares) | [1] | 1,523,641 | |||||||
Issuance of redeemable convertible preferred stock and common warrants, net of issuance costs (in shares) | [1] | 21,783,334 | |||||||
Issuance of redeemable convertible preferred stock and common warrants, net of issuance costs | $ 92,433 | ||||||||
Issuance of common stock warrants in connection with Series H-1 redeemable convertible preferred stock | 31,390 | 31,390 | |||||||
Beneficial conversion feature in connection with Series H-1 redeemable preferred stock | 58,625 | 58,625 | (58,625) | ||||||
Accretion of beneficial conversion feature in connection with Series H-1 redeemable preferred stock | (58,625) | (58,625) | 58,625 | ||||||
Issuance of common stock related to early exercise of stock options (Shares) | [1] | 66,440 | |||||||
Balance at Jul. 31, 2020 | (492,361) | 55,363 | 50 | (547,775) | $ 612,674 | $ 1 | |||
Balance (in Shares) at Jul. 31, 2020 | [1] | 182,366,537 | 14,579,702 | ||||||
Balance at Jan. 31, 2021 | (616,521) | 62,736 | 155 | (679,414) | $ 615,697 | $ 2 | |||
Balance (in Shares) at Jan. 31, 2021 | [1] | 182,934,257 | 22,961,032 | ||||||
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization, including impact of Series H-1 paid in kind dividend (Shares) | [1] | (182,934,257) | 194,060,336 | ||||||
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization, including impact of Series H-1 paid in kind dividend | 615,697 | 615,677 | $ (615,697) | $ 20 | |||||
Reclassification of Legacy ChargePoint preferred stock warrant liability upon the reverse recapitalization | 66,606 | 66,606 | |||||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs (Shares) | [1] | 60,746,989 | |||||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs | 200,466 | 200,460 | $ 6 | ||||||
Issuance of common stock upon exercise of warrants (Shares) | [1] | 9,766,774 | |||||||
Issuance of common stock upon exercise of warrants | 225,376 | 225,375 | $ 1 | ||||||
Contingent earnout liability recognized upon the closing of the reverse recapitalization | (828,180) | (828,180) | |||||||
Issuance of earnout shares upon triggering events, net of tax withholding (Shares) | [1] | 17,539,657 | |||||||
Issuance of earnout shares upon triggering events, net of tax withholding | 488,305 | 488,303 | $ 2 | ||||||
Reclassification of remaining contingent earnout liability upon triggering event | 242,640 | 242,640 | |||||||
Repurchase of early exercised common stock (Shares) | [1] | (1,588) | |||||||
Vesting of early exercised stock options | 78 | 78 | |||||||
Stock-based compensation | 7,577 | 7,577 | |||||||
Net income (loss) | 82,289 | 82,289 | |||||||
Other comprehensive income | 7 | 7 | |||||||
Balance at Apr. 30, 2021 | 484,340 | 1,081,272 | 162 | (597,125) | $ 31 | ||||
Balance (in Shares) at Apr. 30, 2021 | [1] | 305,073,200 | |||||||
Balance at Jan. 31, 2021 | (616,521) | 62,736 | 155 | (679,414) | $ 615,697 | $ 2 | |||
Balance (in Shares) at Jan. 31, 2021 | [1] | 182,934,257 | 22,961,032 | ||||||
Reclassification of Legacy ChargePoint preferred stock warrant liability upon the reverse recapitalization | 66,606 | ||||||||
Contingent earnout liability recognized upon the closing of the reverse recapitalization | (828,180) | ||||||||
Reclassification of remaining contingent earnout liability upon triggering event | 242,640 | ||||||||
Net income (loss) | $ (2,649) | ||||||||
Issuance of common stock upon exercise of vested stock options (Shares) | 3,292,219 | ||||||||
Balance at Jul. 31, 2021 | $ 535,012 | 1,216,893 | 150 | (682,063) | $ 32 | ||||
Balance (in Shares) at Jul. 31, 2021 | [1] | 322,170,484 | |||||||
Balance at Apr. 30, 2021 | 484,340 | 1,081,272 | 162 | (597,125) | $ 31 | ||||
Balance (in Shares) at Apr. 30, 2021 | [1] | 305,073,200 | |||||||
Issuance of common stock upon exercise of warrants (Shares) | [1] | 4,378,568 | |||||||
Issuance of common stock upon exercise of warrants | 113,608 | 113,608 | $ 0 | ||||||
Issuance of earnout shares upon triggering events, net of tax withholding (Shares) | [1] | 8,773,596 | |||||||
Issuance of earnout shares upon triggering events, net of tax withholding | (8,080) | (8,081) | $ 1 | ||||||
Vesting of early exercised stock options | 40 | 40 | |||||||
Stock-based compensation | 28,293 | 28,293 | |||||||
Net income (loss) | (84,938) | (84,938) | |||||||
Other comprehensive income | (12) | (12) | |||||||
Issuance of common stock upon release of restricted stock units (Shares) | [1] | 652,901 | |||||||
Issuance of common stock upon exercise of vested stock options | 1,761 | 1,761 | |||||||
Issuance of common stock upon exercise of vested stock options (Shares) | [1] | 3,292,219 | |||||||
Balance at Jul. 31, 2021 | $ 535,012 | $ 1,216,893 | $ 150 | $ (682,063) | $ 32 | ||||
Balance (in Shares) at Jul. 31, 2021 | [1] | 322,170,484 | |||||||
[1] | The shares of the Company’s common and redeemable convertible preferred stock, prior to the Merger (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 0.9966 established in the Merger as described in Note 3. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2020 | Jul. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | |||||
Net of issuance costs | $ 0.2 | $ 0.2 | $ 0.2 | $ 0.1 | $ 8.4 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jul. 31, 2021 | Jul. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Cash flows from operating activities | |||||
Net income (loss) | $ (2,649) | $ (65,385) | $ (197,024) | $ (134,327) | $ (108,087) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation and amortization | 5,576 | 4,684 | 10,083 | 7,698 | 4,086 |
Non-cash operating lease cost | 1,963 | 1,749 | 3,762 | 3,121 | 0 |
Stock-based compensation | 35,870 | 2,100 | 4,947 | 2,937 | 1,706 |
Amortization of deferred contract acquisition costs | 829 | 538 | 1,206 | 675 | 0 |
Change in fair value of redeemable convertible preferred stock warrant liability | (9,237) | 10,981 | 73,125 | 875 | 388 |
Change in fair value of common stock warrant liabilities | (33,340) | 10,981 | |||
Change in fair value of contingent earnout liability | (84,420) | ||||
Inventory reserves | 1,412 | 1,425 | 1,089 | ||
Transaction costs expensed | 7,031 | ||||
Other | 1,236 | 683 | 446 | 589 | 1,822 |
Changes in operating assets and liabilities, net of effect of acquisitions: | |||||
Accounts receivable, net | (7,657) | 16,188 | 3,292 | (8,702) | (2,735) |
Inventories | 5,620 | (7,427) | (9,585) | (1,472) | (19,457) |
Prepaid expenses and other assets | (9,325) | (3,335) | (8,914) | (2,961) | (1,760) |
Operating lease liabilities | (953) | (2,031) | (2,815) | (1,181) | 0 |
Accounts payable | 9,293 | (9,324) | (493) | 15,704 | (1,120) |
Accrued and other liabilities | 3,027 | (4,054) | 11,556 | 93 | 10,802 |
Deferred revenue | 15,938 | 4,564 | 17,156 | 27,590 | 12,720 |
Net cash used in operating activities | (61,198) | (50,069) | (91,846) | (87,936) | (100,546) |
Cash flows from investing activities | |||||
Purchases of property and equipment | (7,788) | (5,962) | (11,484) | (14,885) | (14,822) |
Purchases of investments | 0 | (179,514) | 0 | ||
Maturities of investments | 47,014 | 47,014 | 132,500 | 0 | |
Cash paid for acquisition, net of cash acquired | 0 | 0 | (1,475) | ||
Net cash (used in) provided by investing activities | (7,788) | 41,052 | 35,530 | (61,899) | (16,297) |
Cash flows from financing activities | |||||
Proceeds from the exercise of public warrants | 117,598 | 31,390 | |||
Proceeds from issuance of redeemable convertible preferred stock | 92,433 | 95,456 | 14,756 | 215,168 | |
Merger and PIPE financing | 511,646 | ||||
Proceeds from issuance of common stock warrants | 31,547 | 185 | 1,454 | ||
Payment of transaction costs related to Merger | (32,468) | ||||
Proceeds from issuance of debt, net of issuance costs | 0 | 0 | 33,988 | ||
Payment of tax withholding obligations on settlement of earnout shares | (20,894) | ||||
Payments of deferred offering costs | (4,003) | 0 | 0 | ||
Repayment of borrowings | (36,051) | ||||
Repayment of debt | 0 | 0 | (18,182) | ||
Proceeds from exercises of vested and unvested stock options | 1,759 | 1,542 | 5,913 | 2,217 | 1,370 |
Net cash provided by financing activities | 541,590 | 125,365 | 128,913 | 17,158 | 233,798 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (6) | 36 | 141 | 132 | (101) |
Net increase in cash, cash equivalents, and restricted cash | 472,598 | 116,384 | 72,738 | (132,545) | 116,854 |
Cash, cash equivalents, and restricted cash at beginning of period | 145,891 | 73,153 | 73,153 | 205,698 | 88,844 |
Cash, cash equivalents, and restricted cash at end of period | 618,489 | 189,537 | 145,891 | 73,153 | 205,698 |
Supplementary cash flow information | |||||
Cash paid for interest | 344 | 1,402 | 2,801 | 3,414 | 2,583 |
Cash paid for taxes | 115 | 105 | 172 | 153 | 117 |
Supplementary cash flow information on noncash investing and financing activities | |||||
Accretion of beneficial conversion feature of redeemable convertible preferred stock | $ 58,625 | 60,377 | 0 | 0 | |
Deferred transaction costs not yet paid | 1,685 | 0 | 0 | ||
Right-of-use assets obtained in exchange for lease liabilities | 2,118 | 2,906 | 0 | ||
Right-of-use asset remeasurement subsequent to lease extension | 12,867 | 0 | 0 | ||
Vesting of early exercised stock options | 268 | 15 | 4 | ||
Acquisitions of property and equipment included in accounts payable and accrued and other current liabilities | $ 647 | $ 1,287 | $ 0 | ||
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization | 615,697 | ||||
Reclassification of Legacy ChargePoint redeemable convertible preferred stock warrant liability upon the reverse capitalization | 66,606 | ||||
Contingent earnout liability recognized upon the closing of the reverse recapitalization | 828,180 | ||||
Reclassification of remaining contingent earnout liability upon triggering event | $ 242,640 |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Jan. 31, 2021 | |
Accounting Policies [Abstract] | ||
Description of Business and Basis of Presentation | 1. Description of Business ChargePoint Holdings, Inc. (“ChargePoint” or the “Company,” “it,” “its”) designs, develops, and markets networked electric vehicle (“EV”) charging system infrastructure (“Networked Charging Systems”) and cloud-based services which enable consumers the ability to locate, reserve, authenticate and transact EV charging sessions (“Cloud” or “Cloud Services”). As part of ChargePoint’s Networked Charging Systems, subscriptions and other offerings, it provides an open platform that integrates with system hardware from ChargePoint and other manufacturers, connecting systems over an intelligent network that provides real-time information about charging sessions and full control, support and m a web-based portals In addition, the Company offers extended parts and labor warranty (“Assure”) that includes proactive monitoring, fast response times, expert advice and robust reporting. The ChargePoint as a Service (“CPaaS”) program combines the customer’s use of ChargePoint’s owned and operated systems with Cloud Services, Assure and other benefits available to subscribers into one subscription. The Company’s fiscal year ends on January 31. References to fiscal year 2021 relate to the fiscal year ended January 31, 2021 and to fiscal year 2022 refer to the fiscal year ending January 31, 2022. Basis of Presentation The condensed consolidated financial statements and accompanying notes are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting. The Company’s condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended January 31, 2021 and the related notes included in the Company’s Registration Statement on Form S-1 filed with the SEC on July 12, 2021, which provides a more complete discussion of the Company’s accounting policies and certain other information. The information as of January 31, 2021 included on the condensed consolidated balance sheets was derived from the Company’s audited consolidated financial statements. The condensed consolidated financial statements were prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for a fair statement of the Company’s financial position as of July 31, 2021 and the results of operations for the three and six months ended July 31, 2021 and 2020, and cash flows for the six months ended July 31, 2021 and 2020. The results of operations for the three and six months ended July 31, 2021 are not necessarily indicative of the results that may be expected for the year ending January 31, 2022. The Company’s condensed consolidated financial statements have been prepared on the basis of continuity of operations, the realization of assets, and the satisfaction of liabilities in the ordinary course of business. Since inception, the Company has been engaged in developing its product offerings, raising capital, and recruiting personnel. The Company’s operating plan may change as a result of many factors currently unknown and there can be no assurance that the current operating plan will be achieved in the time frame anticipated by the Company, and it may need to seek additional funds sooner than planned. If adequate funds are not available to the Company on a timely basis, it may be required to delay, limit, reduce, or terminate certain commercial efforts, or pursue merger or acquisition strategies, all of which could adversely affect the holdings or the rights of the Company’s stockholders. The Company has incurred net operating losses and negative cash flows from operations in every year since inception and expects this to continue for the foreseeable future. As of July 31, 2021, the Company had an accumulated deficit of $682.1 million. The Company has funded its operations primarily with proceeds from the issuance of redeemable convertible preferred stock, borrowings under its loan facilities, customer payments and proceeds from the Reverse Recapitalization (as defined below). The Company had cash, cash equivalents, and restricted cash of $618.5 million as of July 31, 2021. As of September 10, 2021, the date on which these condensed consolidated financial statements were available to be issued, the Company believes that its cash on hand, together with cash generated from sales to customers, will satisfy its working capital and capital requirements for at least the next twelve months. The Company’s assessment of the period of time through which its financial resources will be adequate to support its operations is a forward-looking statement and involves risks and uncertainties. The Company’s actual results could vary as a result of, and its near- and long-term future capital requirements will depend on, many factors, including its growth rate, subscription renewal activity, the timing and extent of spending to support its acquisitions, infrastructure and research and development efforts, the expansion of sales and marketing activities, the timing of new introductions of products or features, the continuing market adoption of its Networked Charging Systems platform, and the overall market acceptance of EVs. The Company has and may in the future enter into arrangements to acquire or invest in complementary businesses, services, and technologies, including intellectual property rights. The Company has based its estimates on assumptions that may prove to be wrong, and it could use its available capital resources sooner than it currently expects. The Company may be required to seek additional equity or debt financing. Future liquidity and cash requirements will depend on numerous factors, including market penetration, the introduction of new products, and potential acquisitions of related businesses or technology. In the event that additional financing is required from outside sources, the Company may not be able to raise it on acceptable terms or at all. If the Company is unable to raise additional capital when desired, or if it cannot expand its operations or otherwise capitalize on its business opportunities because it lacks sufficient capital, its business, operating results, and financial condition would be adversely affected. On February 26, 2021 (“Closing Date”), Switchback Energy Acquisition Corporation (“Switchback”) consummated the previously announced transactions pursuant to which Lightning Merger Sub Inc., a wholly owned subsidiary of Switchback incorporated in the State of Delaware (“Lightning Merger Sub”), merged with ChargePoint, Inc., a Delaware corporation (“Legacy ChargePoint”); Legacy ChargePoint survived as a wholly-owned subsidiary of Switchback (such transactions, the “Merger,” and, collectively with the other transactions described in the Merger Agreement (as defined below), the “Reverse Recapitalization”). Further, as a result of the Merger, Switchback was renamed “ChargePoint Holdings, Inc. Please refer to Note 3 “Reverse Recapitalization” for further details of the Merger. | 1. Description of Business and Basis of Presentation ChargePoint, Inc. (“ChargePoint” or the “Company,” “it,” “its”) designs, develops, and markets networked electric vehicle (“EV”) charging system infrastructure and cloud-based services which enable consumers the ability to locate, reserve, authenticate, and transact charging sessions for EVs. As part of its networked charging systems, subscriptions, and other offerings, the Company provides an open platform that integrates with system hardware from multiple manufacturers, connecting systems over an intelligent network that provides real-time information about charging systems. This network provides multiple web-based On September 23, 2020, the Company entered into a merger agreement (the “Merger Agreement”) with Switchback Energy Acquisition Corporation (“Switchback”), where a subsidiary of Switchback was to merge with the Company (collectively with the other transactions described in the Merger Agreement, the “Merger”). As a result of the proposed Merger, Switchback was to be renamed to ChargePoint Holdings, Inc. On February 26, 2021 (the “Closing Date”), ChargePoint Holdings, Inc. consummated the Merger by and among Switchback, Lightning Merger Sub Inc., a subsidiary of the Company (“Merger Sub”), and ChargePoint. At the Closing, Merger Sub merged with and into ChargePoint, with ChargePoint surviving the Merger as a wholly owned subsidiary of ChargePoint Holdings, Inc. In addition, as part of the Merger, certain investors purchased an aggregate of 22,500,000 shares of Common Stock (“PIPE Investors”) concurrently with the Closing for an aggregate purchase price of $225,000,000. On February 26, 2021, upon consummation of the Merger, eligible ChargePoint equity holders, including holders of ChargePoint’s redeemable convertible preferred stock which converted into shares of common stock immediately prior to the closing of the Merger, received or have the right to receive shares of common stock at a deemed value of $10.00 per share after giving effect to the exchange ratio of 0.9966 as defined in the Merger Agreement (“Exchange Ratio”). The Merger is accounted for as a reverse recapitalization under U.S. GAAP. For accounting purposes, the financial statements of the Company will represent a continuation of the financial statements of ChargePoint with the Merger treated as the equivalent of ChargePoint issuing stock for the net assets of Switchback, accompanied by a recapitalization. Accordingly, all periods prior to the Merger for the reported share and per share amounts have been retrospectively adjusted using the Exchange Ratio to effect the reverse recapitalization. See Note 18 for more information. The Company’s fiscal year ends on January 31. References to fiscal years 2021, 2020, and 2019 relate to the fiscal years ended January 31, 2021, January 31, 2020, and January 31, 2019, respectively. Basis of Presentation The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company’s consolidated financial statements have been prepared on the basis of continuity of operations, the realization of assets, and the satisfaction of liabilities in the ordinary course of business. Since inception, the Company has been engaged in developing its product offerings, raising capital, and recruiting personnel. The Company’s operating plan may change as a result of many factors currently unknown and there can be no assurance that the current operating plan will be achieved in the time frame anticipated by the Company, and it may need to seek additional funds sooner than planned. If adequate funds are not available to the Company on a timely basis, it may be required to delay, limit, reduce, or terminate certain commercial efforts, or pursue merger or acquisition strategies, all of which could adversely affect the holdings or the rights of the Company’s stockholders. The Company has incurred net operating losses and negative cash flows from operations in every year since inception and expects this to continue for the foreseeable future. As of January 31, 2021, the Company had an accumulated deficit of $679.4 million. The Company has funded its operations primarily with proceeds from the issuance of redeemable cash proceeds of $127.0 million, net of issuance costs of $0.2 million in July and August 2020 through the issuance of 22.4 million shares of Series H-1 2021. In February 2021, the Company received cash proceeds of $484.1 million from the Merger. As of March 31, 2021, the date on which these consolidated financial statements were available to be issued, the Company believes that its cash on hand as of January 31, 2021 and the proceeds from the Merger, together with cash generated from sales to customers will satisfy its working capital and capital requirements for at least the next twelve months following the issuance of the consolidated financial statements. The Company’s assessment of the period of time through which its financial resources will be adequate to support its operations is a forward-looking statement and involves risks and uncertainties. The Company’s actual results could vary as a result of, and its near- and long-term future capital requirements will depend on, many factors, including its growth rate, subscription renewal activity, the timing and extent of spending to support its infrastructure and research and development efforts, the expansion of sales and marketing activities, the timing of new introductions of products or features, the continuing market adoption of its networked charging systems platform, and the overall market acceptance of EVs. The Company may in the future enter into arrangements to acquire or invest in complementary businesses, services, and technologies, including intellectual property rights, although it has no agreements or commitments to complete any material transactions as of March 31, 2021, the date on which these consolidated financial statements were available to be issued. The Company has based its estimates on assumptions that may prove to be wrong, and it could use its available capital resources sooner than it currently expects. The Company may seek additional equity or debt financing. Future liquidity and cash requirements will depend on numerous factors, including market penetration, the introduction of new products, and potential acquisitions of related businesses or technology. In the event that additional financing is required from outside sources, the Company may not be able to raise it on acceptable terms or at all. If the Company is unable to raise additional capital when desired, or if it cannot expand its operations or otherwise capitalize on its business opportunities because it lacks sufficient capital, its business, operating results, and financial condition would be adversely affected. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Jan. 31, 2021 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Other than policies noted below, there have been no significant changes to the significant accounting policies disclosed in Note 2 of the audited Common Stock Warrants Liabilities The Company assumed 10,470,562 publicly-traded warrants (“Public Warrants”) and 6,521,568 private placement warrants issued to NGP Switchback, LLC (“Private Placement Warrants” and, together with the Public Warrants, the “Common Stock Warrants”) upon the Merger, all of which were issued in connection Switch which The Company evaluated the Common Stock Warrants and concluded that t fixed-for-fixed Contingent Earnout In connection with the Reverse Recapitalization and pursuant to the Merger Agreement and Plan of Merger dated as of September 23, 2020 by and among the Company, Lightning Merger Sub Inc., and Switchback (“Merger Agreement”), eligible ChargePoint equity holders were entitled to receive as additional merger consideration shares of the Comp a 815-40, The estimated fair value of the contingent consideration was determined using a Monte Carlo simulation using a distribution of potential outcomes on a monthly basis over the Earnout Period (as defined in Note 9) prioritizing the most reliable information available. The assumptions utilized in the calculation were based on the achievement of certain stock price milestones, including the current Company Common Stock price, expected volatility, risk-free rate, expected term and dividend rate. Impact of COVID-19 In March 2020, the World Health Organization characterized COVID-19 COVID-19, COVID-19 Until its settlement the contingent earnout liability was categorized as a Level 3 fair val ue measurem Use of Estimates The preparation of the accompanying condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results and outcomes could differ significantly from the Company’s estimates, judgments, and assumptions. Significant estimates include determining standalone selling price for performance obligations in contracts with customers, the estimated expected benefit period for deferred contract acquisition costs, allowances for doubtful accounts, inventory reserves, the useful lives of long-lived assets, the determination of the incremental borrowing rate used for operating lease liabilities, the valuation of redeemable convertible preferred stock warrants and common stock warrants, including Common Stock Warrants as a result of the Merger, contingent earnout liability, the value of common stock and other assumptions used to measure stock-based compensation, and the valuation of deferred income tax assets and uncertain tax positions. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions. Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents and accounts receivable. Cash and cash equivalents are held in domestic and foreign cash accounts with large, creditworthy financial institutions. The Company has not experienced any losses on its deposits of cash and cash equivalents through deposits with federally insured commercial banks and at times cash balances may be in excess of federal insurance limits. Accounts receivable are stated at the amount the Company expects to collect. The Company generally does not require collateral or other security in support of accounts receivable. To reduce credit risk, management performs ongoing credit evaluations of its customers’ financial condition. Concentration of credit risk with respect to trade accounts receivable is considered to be limited due to the diversity of the Company’s customer base and geographic sales areas. As of July 31, 2021 and January 31, 2021, one customer individually accounted for 9% and 16% of accounts receivable, net, respectively. For the six months ended July 31, 2021 and 2020, there were no customers that represented 10% or more of total revenue. The Company’s revenue is concentrated in the infrastructure needed for charging EVs, an industry which is highly competitive and rapidly changing. Significant technological changes within the industry or customer requirements, or the emergence of competitive products with new capabilities or technologies, could adversely affect the Company’s operating results. As a result of the COVID-19 non-essential While the ultimate duration and extent of the COVID-19 COVID-19 . Segment Reporting The Company operates as one operating segment because its Chief Executive Officer, as the Company’s chief operating decision maker reviews its financial information on a consolidated basis for purposes of making decisions regarding allocating resources and assessing performance. Fair Value of Financial Instruments Fair value is defined as an exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Assets and liabilities measured at fair value are classified into the following categories based on the inputs used to measure fair value: • (Level 1) — Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; • (Level 2) — Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly; and • (Level 3) — Inputs that are unobservable for the asset or liability. The Company classifies financial instruments in Level 3 of the fair value hierarchy when there is reliance on at least one significant unobservable input to the valuation model. In addition to these unobservable inputs, the valuation models for Level 3 financial instruments typically also rely on a number of inputs that are readily observable, either directly or indirectly. The Company’s assessment of a particular input to the fair value measurement requires management to make judgments and consider factors specific to the asset or liability. The fair value hierarchy requires the use of observable market data when available in determining fair value. The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each period. There were no transfers between levels during the periods presented. The Company had no material non-financial assets non-recurring basis The carrying values of the Company’s cash eq uivalents, account net Remaining Performance Obligations Remaining performance obligations represents the amount of contracted future revenue not yet recognized as the amounts relate to undelivered performance obligations, including both deferred revenue and non-cancellable contracted and are paid up-front . Deferred Revenue Deferred revenue represents billings or payments received in advance of revenue recognition and is recognized in revenue upon transfer of control. Balances consist primarily of Cloud Services and Assure services not yet provided as of the balance sheet date. Contract assets, which represent services provided or products transferred to customers in advance of the date the Company has a right to invoice, are netted against deferred revenue on a customer-by-customer basis. twelve-month non-current Total current and non-current deferred revenue was million as of July 31, 2021 and January 31, 2021, respectively. The Company recognized $7.7 million and $4.6 million of revenue during the three months ended July 31, 2021 and July 31, 2020, and million of revenue during the six months ended July 31, 2021 and July 31, 2020, respectively, that was included in the deferred revenue balance at the beginning of the period. Accounting Pronouncements The Company can adopt new or revised accounting guidance as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as non-public business when permissible, the Company has elected to adopt new or revised accounting guidance within t he non-public business Recently Issued Accounting Standards Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, No. 2019-04. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, step-up in period is In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) 815-40), | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results and outcomes could differ significantly from the Company’s estimates, judgments, and assumptions. Significant estimates include determining standalone selling price for performance obligations in contracts with customers, the estimated expected benefit period for deferred contract acquisition costs, allowances for doubtful accounts, inventory reserves, the useful lives of long-lived assets, the determination of the incremental borrowing rate used for operating lease liabilities, the valuation of redeemable convertible preferred stock warrants and common stock warrants, the value of common stock and other assumptions used to measure stock-based compensation, and the valuation of deferred income tax assets and uncertain tax positions. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions. Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. Cash and cash equivalents are held in domestic and foreign cash accounts with large, creditworthy financial institutions. The Company has not experienced any losses on its deposits of cash and cash equivalents through deposits with federally insured commercial banks and at times cash balances may be in excess of federal insurance limits. Short-term investments consist of U.S. treasury bills that carry high-credit ratings and accordingly, minimal credit risk exists with respect to these balances. Accounts receivable are stated at the amount the Company expects to collect. The Company generally does not require collateral or other security in support of accounts receivable. To reduce credit risk, management performs ongoing credit evaluations of its customers’ financial condition. Concentration of credit risk with respect to trade accounts receivable is considered to be limited due to the diversity of the Company’s customer base and geographic sales areas. As of January 31, 2021, one customer individually accounted for 16% of accounts receivable, net. As of January 31, 2020, there were no customers that accounted for 10% or more of accounts receivable, net. For the years ended January 31, 2021, 2020, and 2019 there were no customers that represented 10% or more of total revenue. The Company’s revenue is concentrated in the infrastructure needed for charging EVs, an industry which is highly competitive and rapidly changing. Significant technological changes within the industry or customer requirements, or the emergence of competitive products with new capabilities or technologies, could adversely affect the Company’s operating results. In December 2019, COVID-19 COVID-19 COVID-19 While the duration and extent of the COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 While the Company has developed and continues to develop plans to help mitigate the potential negative impact of COVID-19, effectiveness of its efforts. Accordingly, it is not possible for the Company to predict the duration and ultimate extent to which this will affect its business, future results of operations, and financial condition at this time. Segment Reporting Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company operates as one operating segment because its CODM, who is its Chief Executive Officer, reviews its financial information on a consolidated basis for purposes of making decisions regarding allocating resources and assessing performance. The Company has no segment managers who are held accountable by the CODM for operations, operating results, and planning for levels of components below the consolidated unit level. Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less, when purchased, to be cash equivalents. Cash equivalents may be invested in money market funds. Cash and cash equivalents are carried at cost, which approximates their fair value. Restricted cash of $0.4 million as of January 31, 2021 and 2020 and $0.5 million as of January 31, 2019 relates to cash deposits restricted under letters of credit issued in support of customer agreements. The reconciliation of cash, cash equivalents, and restricted cash to amounts presented in the consolidated statements of cash flows were as follows: January 31, 2021 2020 2019 (in thousands) Cash and cash equivalents $ 145,491 $ 72,753 $ 205,238 Restricted cash 400 400 460 Total cash, cash equivalents, and restricted cash $ 145,891 $ 73,153 $ 205,698 Short-term Investments The Company considers investments with original maturities greater than three months and remaining maturities less than one year to be short-term investments. The Company’s short-term investments consist of U.S. treasury bills and are classified as available for sale and reported at fair value, with unrealized gains and losses recorded in accumulated other comprehensive income (loss). For short-term investments sold prior to maturity, the cost of investments sold is based on the specific identification method. Realized gains and losses on the sale of short-term investments are recorded in other income (expense), net in the consolidated statements of operations. Other-than-temporary Impairment The Company evaluates its short-term investments with unrealized losses for other-than-temporary impairment. When assessing short-term investments for other-than-temporary declines in value, the Company considers factors such as, among other things, the extent and length of time the investment’s fair value has been lower than its cost basis, the financial condition and near-term prospects of the investee, the Company’s ability and intent to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value, and the expected cash flows from the security. If any adjustment to fair value reflects a decline in the value of the investment that the Company considers to be “other than temporary,” the Company reduces the investment to fair value through a charge to the consolidated statements of operations and consolidated statements of comprehensive loss. No such adjustments were necessary during the periods presented. Accounts Receivable, net Accounts receivable are recorded at the invoiced amount and are non-interest one-time Beginning Additions Write-offs Ending (in thousands) Year ended January 31, 2021 Allowance for doubtful accounts $ 2,000 $ 121 $ (121 ) $ 2,000 Year ended January 31, 2020 Allowance for doubtful accounts $ 3,124 $ 339 $ (1,463 ) $ 2,000 Year ended January 31, 2019 Allowance for doubtful accounts $ 1,316 $ 1,812 $ (4 ) $ 3,124 Inventories Inventories are stated at the lower of cost or net realizable value. Cost is computed using standard cost, which approximates actual cost, on a first-in, first-out Property and Equipment, net Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, as follows: Useful Lives Furniture and fixtures 3 to 5 years Computers and software 3 to 5 years Machinery and equipment 3 to 5 years Tooling 3 to 5 years Leasehold improvements Shorter of the estimated Owned and operated systems 5 to 7 years Leasehold improvements are amortized over the shorter of estimated useful lives of the assets or the lease term. Expenditures for repairs and maintenance are charged to expense as incurred. Upon disposition, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is reflected in the consolidated statements of operations. ChargePoint-as-a-Service Internal-Use The Company capitalizes qualifying internal-use internal-use internal-use Leases On February 1, 2019, the Company early adopted the requirements of Accounting Standards Update (“ASU”) 2016-02, Lessee The Company determines if a contract is a lease or contains a lease at the inception of the contract and reassesses that conclusion if the contract is modified. All leases are assessed for classification as an operating lease or a finance lease. Operating lease right-of-use The Company’s lease liabilities are recognized at the applicable lease commencement date based on the present value of the lease payments required to be paid over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate to discount the lease payments to present value. The estimated incremental borrowing rate is derived from information available at the lease commencement date. The Company’s ROU assets are also recognized at the applicable lease commencement date. The ROU asset equals the carrying amount of the related lease liability, adjusted for any lease payments made prior to lease commencement and lease incentives provided by the lessor. Variable lease payments are expensed as incurred and do not factor into the measurement of the applicable ROU asset or lease liability. The term of the Company’s leases equals the non-cancellable The Company’s lease contracts often include lease and non-lease non-lease The Company elected the package of practical expedients permitted under the transition guidance, which allows the Company to carry forward its historical lease classification, its assessment on whether a contract is or contains a lease, and its initial direct costs for any leases that existed prior to adoption of the new standard. The Company has elected, for all classes of underlying assets, not to recognize ROU assets and lease liabilities for leases with a term of twelve months or less. Lease cost for short-term leases is recognized on a straight-line basis over the lease term. Lessor The Company leases networked charging systems to customers within certain CPaaS contracts. The leasing arrangements the Company enters into with lessees are operating leases, and as a result, the underlying asset is carried at its carrying value as owned and operated systems within property and equipment, net on the consolidated balance sheets. Adoption of ASC 842 did not have a material impact on the Company’s accounting as a lessor. Impairment of Long-Lived Assets The Company evaluates long-lived assets or asset groups for impairment whenever events indicate that the carrying amount of an asset or asset group may not be recoverable based on expected future cash flows attributable to that asset or asset group. Recoverability of assets held and used is measured by comparison of the carrying amounts of an asset or an asset group to the estimated future undiscounted cash flows which the asset or asset group is expected to generate. If the carrying amount of an asset or asset group exceeds estimated undiscounted future cash flows, then an impairment charge would be recognized based on the excess of the carrying amount of the asset or asset group over its fair value. Assets to be disposed of are reported at the lower of their carrying amount or fair value less costs to sell. There were no impairments of long-lived assets for the years ended January 31, 2021, 2020, and 2019. Business Combinations The total purchase consideration for an acquisition is measured as the fair value of the assets transferred, equity instruments issued, and liabilities assumed at the acquisition date. Costs that are directly attributable to the acquisition are expensed as incurred and included in general and administrative expense in the Company’s consolidated statements of operations. Identifiable assets (including intangible assets), liabilities assumed (including contingent liabilities), and noncontrolling interests in an acquisition are measured initially at their fair values at the acquisition date. The Company recognizes goodwill if the fair value of the total purchase consideration and any noncontrolling interests is in excess of the net fair value of the identifiable assets acquired and the liabilities assumed. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, cost of capital, future cash flows, and discount rates. The Company’s estimates of fair value are based on assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. The Company includes the results of operations of the acquired business in the consolidated financial statements beginning on the acquisition date. Goodwill Goodwill represents the excess of the purchase price of an acquired busines s over at least annually, in the second quarter, or whenever events or changes in circumstances indicate Fair Value of Financial Instruments Fair value is defined as an exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Assets and liabilities measured at fair value are classified into the following categories based on the inputs used to measure fair value: • (Level 1) — Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; • (Level 2) — Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly; and • (Level 3) — Inputs that are unobservable for the asset or liability. The Company classifies financial instruments in Level 3 of the fair value hierarchy when there is reliance on at least one significant unobservable input to the valuation model. In addition to these unobservable inputs, the valuation models for Level 3 financial instruments typically also rely on a number of inputs that are readily observable, either directly or indirectly. The Company’s assessment of a particular input to the fair value measurement requires management to make judgments and consider factors specific to the asset or liability. The fair value hierarchy requires the use of observable market data when available in determining fair value. The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each period. There were no transfers between levels during the periods presented. The Company had no material non-financial non-recurring The carrying values of the Company’s cash equivalents, short-term investments, accounts receivable, net, accounts payable, and accrued and other current liabilities approximate fair value based on the highly liquid, short-term nature of these instruments. Redeemable Convertible Preferred Stock Warrants Warrants to purchase shares of the Company’s Series B, D, and E redeemable convertible preferred stock are classified as liabilities as the underlying redeemable convertible preferred stock is considered redeemable and may require the Company to transfer assets upon exercise. Redeemable convertible preferred stock warrants are recorded within noncurrent liabilities on the consolidated balance sheets. The warrants were recorded at fair value upon issuance and are subject to remeasurement to fair value at each balance sheet date. Changes in fair value of the redeemable convertible preferred stock warrant liability are recorded in the consolidated statements of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants, conversion of redeemable convertible preferred stock into common stock, or until the redeemable convertible preferred stock is otherwise no longer redeemable. At that time, the redeemable convertible preferred stock warrant liability will be reclassified to redeemable convertible preferred stock or additional paid-in Common Stock Warrants Warrants to purchase shares of the Company’s common stock are equity classified and recognized within additional paid-in paid-in Revenue Recognition On February 1, 2019, the Company early adopted ASU No. 2014-09. • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when, or as, the Company satisfies a performance obligation. Significant judgment and estimates are necessary for the allocation of the proceeds received from an arrangement to the multiple performance obligations and the appropriate timing of revenue recognition. The Company enters into contracts with customers that regularly include promises to transfer multiple products and services, such as charging systems, software subscriptions, extended maintenance, and professional services. For arrangements with multiple products or services, the Company evaluates whether the individual products or services qualify as distinct performance obligations. In its assessment of whether products or services are a distinct performance obligation, the Company determines whether the customer can benefit from the product or service on its own or with other readily available resources and whether the service is separately identifiable from other products or services in the contract. This evaluation requires the Company to assess the nature of each of its networked charging systems, subscriptions, and other offerings and how each is provided in the context of the contract, including whether they are significantly integrated which may require judgment based on the facts and circumstances of the contract. The transaction price for each contract is determined based on the amount the Company expects to be entitled to receive in exchange for transferring the promised products or services to the customer. Collectability of revenue is reasonably assured based on historical evidence of collectability of fees the Company charges its customers. The transaction price in the contract is allocated to each distinct performance obligation in an amount that represents the relative amount of consideration expected to be received in exchange for satisfying each performance obligation. Revenue is recognized when performance obligations are satisfied. Revenue is recorded based on the transaction price excluding amounts collected on behalf of third-parties such as sales taxes, which are collected on behalf of and remitted to governmental authorities, or driver fees, collected on behalf of customers who offer public charging for a fee. When agreements involve multiple distinct performance obligations, the Company accounts for individual performance obligations separately if they are distinct. The Company applies significant judgment in identifying and accounting for each performance obligation, as a result of evaluating terms and conditions in contracts. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. The Company determines SSP based on observable standalone selling price when it is available, as well as other factors, including the price charged to its customers, its discounting practices, and its overall pricing objectives, while maximizing observable inputs. In situations where pricing is highly variable, or a product is never sold on a stand-alone basis, the Company estimates the SSP using the residual approach. The Company usually bills its customers at the onset of the arrangement for both the products and a predetermined period of time for services. Contracts for services typically range from annual to multi-year agreements with typical payment terms of 30 to 90 days. Networked charging systems revenue Networked charging systems revenue includes revenue related to the deliveries of EV charging system infrastructure. The Company recognizes revenue from sales of networked charging systems upon shipment to the customer, which is when the performance obligation has been satisfied. Subscriptions revenue Subscriptions revenue consists of services related to Cloud, as well as extended maintenance service plans under Assure. Subscriptions revenue also consists of CPaaS revenue, which combines the customer’s use of the Company’s owned and operated systems with Cloud and Assure programs into a single subscription. CPaaS subscriptions contain a lease for the customer’s use of the Company’s owned and operated systems unless the location allows the Company to receive incremental economic benefit from regulatory credits earned on that owned and operated system. Lessor revenue relates to operating leases and historically has not been material. Subscriptions revenue is recognized over time on a straight-line basis as the Company has a stand-ready obligation to deliver such services to the customer. Other revenue Other revenue consists of fees received for transferring regulatory credits earned for participating in low carbon fuel programs in approved states, charging related fees received from drivers using charging sites owned and operated by the Company, net transaction fees earned for processing payments collected on driver charging sessions at charging sites owned by ChargePoint customers, and other professional services. Revenue from regulatory credits is recognized at the point in time the regulatory credits are transferred. Revenue from fees for owned and operated sites is recognized over time on a straight-line basis over the performance period of the service contract as the Company has a stand-ready obligation to deliver such services. Revenue from driver charging sessions and charging transaction fees is recognized at the point in time the charging session or transaction is completed. Revenue from professional services is recognized as the services are rendered. Revenue Recognition (ASC 605) During the fiscal year ended January 31, 2019, the Company recognized revenue under ASC Topic 605, Revenue Recognition (“ASC 605”) when persuasive evidence of an arrangement existed, delivery had occurred, the fee was fixed or determinable, and collectability was probable. Revenue for this period was generally recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. When a sales arrangement contained multiple elements, the Company first determined whether the delivered items qualify as separate units of accounting. A delivered item qualified as a separate unit of accounting when it had value to the customer on a standalone basis and when an arrangement included a general right of return relative to the delivered item, delivery, or performance of any undelivered items was considered probable or substantially in control of the Company. The Company then allocated revenue to each separate unit of accounting based on the relative selling price method and using the established selling price hierarchy. The selling price for a unit of accounting was based on its vendor specific objective evidence (“VSOE”), if available, third-party evidence (“TPE”) if VSOE was not available, or best estimate of selling price (“ESP”) if neither VSOE nor TPE was available. The Company generally utilized ESP. The objective of ESP was to determine the price at which the Company would transact a sale if the product or service were sold on a standalone basis. ESP was generally used for new or highly customized offerings and solutions or offerings not priced within a narrow range, and it applied to a large proportion of the Company’s arrangements with multiple deliverables. The process for determining ESP requires judgment and considers multiple factors that may vary over time depending upon the unique facts and circumstances related to each deliverable. Lessor Revenue The leasing arrangements the Company enters into with lessees are operating leases. The Company recognizes operating lease revenue on a straight-line basis over the lease term and expenses deferred initial direct costs on the same basis. Operating lease revenue is classified as subscriptions revenue in the Company’s consolidated statements of operations. Operating lease revenue and the future maturities of lease payments from lessees was not material to the consolidated financial statements for all periods presented. Remaining Performance Obligations Remaining performance obligations represents the amount of contracted future revenue not yet recognized as the amounts relate to undelivered performance obligations, including both deferred revenue and non-cancelable Deferred Revenue Deferred revenue represents billings or payments received in advance of revenue recognition and is recognized in revenue upon transfer of control. Balances consist primarily of software subscription services and extended Assure maintenance services not yet provided as of the balance sheet date. Contract assets, which represent services provided or products transferred to customers in advance of the date the Company has a right to invoice, are netted against deferred revenue on a customer-by-customer Cost of Revenue Cost of networked charging systems revenue includes the material costs for parts and manufacturing costs for the hardware products, compensation, including salaries and related personnel expenses, including stock-based compensation, warranty provisions, depreciation of manufacturing related equipment and facilities, amortization of capitalized internal-use Cost of subscriptions revenue includes network and wireless connectivity costs for subscription services, field maintenance costs for Assure to support the Company’s network of systems, depreciation of owned and operated systems used in CPaaS arrangements, amortization of capitalized internal-use Cost of other revenue includes costs for the Company’s owned and operated charging sites, as well as costs of environmental and professional services. Costs to Obtain a Customer Contract Sales commissions are considered incremental and recoverable costs of acquiring customer contracts. Beginning at the Company’s adoption of ASC 606 on February 1, 2019, incremental and recoverable costs for the sale of cloud enabled software and extended maintenance service plans are capitalized as deferred contract acquisition costs within prepaid expenses and other current assets and other assets on the consolidated balance sheets and amortized on a straight-line basis over the anticipated benefit period of five years. The benefit period was estimated by taking into consideration the length of customer contracts, renewals, technology lifecycle, and other factors. This amortization is recorded within sales and marketing expense in the Company’s consolidated statements of operations. The sales commissions paid related to the sale of networked charging systems are expensed as incurred. The Company elected the practical expedient that permits the Company to apply ASC Subtopic 340-40, 340-40 Changes in the deferred contract acquisition costs during the years ended January 31, 2021 and 2020 were as follows: (in thousands) Balance upon adoption of ASC 340 on February 1, 2019 $ 2,189 Capitalization of deferred contract acquisition costs 2,318 Amortization of deferred contract acquisition costs (675 ) Balance as of January 31, 2020 $ 3,832 Capitalization of deferred contract acquisition costs 2,908 Amortization of deferred contract acquisition costs (1,206 ) Balance as of January 31, 2021 $ 5,534 Deferred acquisition costs capitalized on the consolidated balance sheets were as follows: January 31 2021 2020 (in thousands) Deferred contract acquisition costs, current $ 1,550 $ 1,013 Deferred contract acquisition costs, noncurrent 3,984 2,819 Total deferred contract acquisition costs $ 5,534 $ 3,832 Research and Development Research and development expenses consist primarily of salary and related expenses, including stock-based compensation, for personnel related to the development of improvements and expanded features for the Company’s products and services, as well as quality assurance, testing, product management, amortization of capitalized internal-use Stock-based Compensation The Company measures and recognizes compensation expense for all stock-based awards, including stock options and restricted common stock, granted to employees and directors based on the estimated fair value of the awards on the date of grant. The fair value of each stock option award is estimated on the grant date using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of highly subjective assumptions, including the fair value of the underlying common stock, the expected term of the option, the expected volatility of the price of the Company’s common stock, risk-free interest rates, and the expected dividend yield of the Company’s common stock. The assumptions used to determine the fair value of the awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. The Company amortizes the fair value of each stock award on a straight-line basis over the requisite service period of the awards. Stock-based compensation expense is based on the value of the portion of stock-based awards that is ultimately expected to vest. As such, the Company’s stock-based compensation is reduced for the estimated forfeitures at the date of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Advertising The Company expenses the costs of advertising, including promotional expenses, as incurred. Advertising expenses for the years ended January 31, 2021, 2020, and 2019 were not material. Warranty The Company provides standard warranty coverage on its products for twelve months, providing parts necessary to repair the systems during the warranty period. The Company accounts for the estimated warranty cost as a charge to networked charging systems cost of revenue when revenue is recognized. The estimated warranty cost is based on historical and predicted product failure rates and repair expenses. Warranty expense for the years ended January 31, 2021, 2020, and 2019 was $3.4 million, $2.8 million, and $2.0 million, respectively. In addition, the Company offers paid-for Foreign Currency The functional currency of the Company’s foreign subsidiaries is generally the local currency. The translation of foreign currencies into U.S. dollars is performed for monetary assets and liabilities at the end of each reporting period based on the then current exchange rates. Non-monetary Income Taxes The Company uses the asset and liability method in accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are |
Reverse Recapitalization
Reverse Recapitalization | 6 Months Ended |
Jul. 31, 2021 | |
Reverse Recapitalization [Abstract] | |
Reverse Recapitalization | 3. Reverse Recapitalization On February 26, 2021, Lightning Merger Sub, a wholly-owned subsidiary of Switchback, merged with Legacy ChargePoint, with Legacy ChargePoint surviving as a wholly-owned subsidiary of Switchback. As a result of the Merger, Switchback was renamed “ChargePoint Holdings, Inc.” Immediately prior to the closing of the Merger: • all 22,427,306 shares of Legacy ChargePoint’s outstanding Series H-1 were one-to-one H-1 • all 160,925,957 shares of Legacy ChargePoint’s outstanding Series H, Series G, Series F, Series E, and Series D redeemable convertible preferred stock were one-to-one • all 45,376 shares of Legacy ChargePoint’s outstanding Series C redeemable convertible preferred stock were • all 130,590 shares of Legacy ChargePoint’s outstanding Series B redeemable convertible preferred stock were • all 29,126 shares of Legacy ChargePoint’s outstanding Series A redeemable convertible preferred stock were At the Merger, eligible ChargePoint equity holders received or had , In connection with the execution of the Merger Agreement, Switchback entered into separate subscription agreements (each a “Subscription Agreement”) with a number of investors (each a “New PIPE Investor”), pursuant to which the New PIPE Investors agreed to purchase, and Switchback agreed to sell to the New PIPE Investors, an aggregate of 22,500,000 shares of Common Stock (“PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $225.0 million, in a private placement pursuant to the subscription agreements (“PIPE Financing”). The PIPE Financing closed simultaneously with the consummation of the Merger. Pursuant to the terms of a letter agreement the initial Switchback stockholders entered into in connection with the execution of the Merger Agreement (“Founders Stock Letter”), the initial stockholders surrendered 984,706 of Switchback Class B common stock shares purchased by NGP Switchback, LLC, a Delaware limited liability company (“Sponsor”) prior to Switchback Public Offering on May 16, 2019 ( “Founder Shares”) for no consideration, whereupon such Founder Shares were immediately cancelled. Additionally, 900,000 Founder Earn Back Shares, which were previously subjected to potential forfeiture until the closing volume weighted average price per share of Common Stock achieved ten trading days twenty consecutive trading day At the Closing, the Sponsor exercised its right to convert a portion of the working capital loans made by the Sponsor to Switchback into an additional 1,000,000 Private Placement Warrants at a price of $1.50 per warrant in satisfaction of $1.5 million principal amount of such loans. The number of shares of Common Stock issued immediately following the consummation of the Merger was as follows: Shares Common stock of Switchback, outstanding prior to Merger 39,264,704 Less redemption of Switchback shares (33,009 ) Less surrender of Switchback Founder Shares (984,706 ) Common stock of Switchback 38,246,989 Shares issued in PIPE 22,500,000 Merger and PIPE financing shares (1) 60,746,989 Legacy ChargePoint shares (2) 217,021,368 Total shares of common stock immediately after Merger 277,768,357 The In connection with the Merger, the Company raised $511.6 million of proceeds including the contribution of $286.6 million of cash held in Switchback’s trust account from its initial public offering, net of redemptions of Switchback public stockholders of $0.3 million, and $225.0 million of cash in connection with the PIPE financing. The Company incurred $36.5 million of transaction costs, consisting of banking, legal, and other professional fees, of which $29.5 million was recorded as a reduction to additional paid-in (1) This includes 900,000 contingently forfeitable Founder Earn Back Shares pending the occurrence of the Founder Earn Back Triggering Event, which was met on March 12, 2021 (2) The number of Legacy ChargePoint shares was determined from the 217,761,738 shares of Legacy ChargePoint common stock outstanding immediately prior to the closing of the Merger converted at the exchange ratio of 0.9966. All fractional shares were rounded down. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Jan. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | 4. Fair Value Measurements The Company’s assets and liabilities that were measured at fair value on a recurring basis were as follows: Fair Value Measured as of July 31, 2021 Level 1 Level 2 Level 3 Total (in thousands) Assets Money market funds $ 454,713 $ — $ — $ 454,713 Total financial assets $ 454,713 $ — $ — $ 454,713 Liabilities Common stock warrant liabilities (Private Placement) $ — $ — $ 26,868 $ 26,868 Total financial liabilities $ — $ — $ 26,868 $ 26,868 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 July 31, 2021 and January 31, 2021. Realized gains and losses, net of tax, were not material for any of the periods presented. As of July 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 Private Earnout (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 49,264 84,420 Reclassification of warrants to stockholders’ equity (deficit) due to exercise — 51,756 — 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 Fair value as of July 31, 2021 $ — $ (26,868 ) $ — The fair values the | 3. Fair Value Measurements The Company’s assets and liabilities that were measured at fair value on a recurring basis were as follows: Gross Unrealized Reported as: January 31, 2021 Amortized Gains Losses Fair Value Cash and cash Short-term (in thousands) Cash $ 35,788 $ — $ — $ 35,788 $ 35,788 $ — Level 1 Money market funds 109,703 — — 109,703 109,703 — Total assets measured at fair value on a recurring basis $ 145,491 $ — $ — $ 145,491 $ 145,491 $ — Gross Unrealized Reported as: January 31, 2020 Amortized Gains Losses Fair Value Cash and cash Short-term (in thousands) Cash $ 33,266 $ — $ — $ 33,266 $ 33,266 $ — Level 1 Money market funds 39,487 — — 39,487 39,487 — Level 2 U.S. treasury bills 47,014 23 — 47,037 — 47,037 Total assets measured at fair value on a recurring basis $ 119,767 $ 23 $ — $ 119,790 $ 72,753 $ 47,037 The money market funds were classified as cash and cash equivalents on the consolidated balance sheets and were within Level 1 of the fair value hierarchy. 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 January 31, 2021 and 2020. Realized gains and losses, net of tax, were not material for any of the periods presented. All of the Company’s U.S. treasury bills were classified as short-term investments on the consolidated balance sheets and were within Level 2 of the fair value hierarchy because they were valued using inputs other than quoted prices in active markets that were observable either directly or indirectly that may include benchmark yields, reported trades, broker/dealer quotes, two-sided As of January 31, 2021 and 2020, the Company had no investments with a contractual maturity of greater than one year. The Company’s only Level 3 financial instruments were its redeemable convertible preferred stock warrants. See Note 11 for information on the valuation of the redeemable convertible preferred stock warrant liability. |
Acquisitions
Acquisitions | 12 Months Ended |
Jan. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | 4. Acquisitions In fiscal year 2019, the Company acquired an electric fleet and energy management business for a total purchase consideration of $1.5 million in cash. The Company recognized intangible assets related to customer relationships of $0.3 million and goodwill of $1.2 million. The goodwill amount represented synergies related to the Company’s existing platform expected to be realized from this business combination and assembled workforce. The associated goodwill and intangible assets are not deductible for tax purposes. Acquisition costs were not material and were charged to general and administrative expenses in the consolidated statements of operations as incurred. The intangible assets were recorded at fair value and were fully amortized as of January 31, 2020. Unaudited pro forma results of operations for fiscal years 2019 was not provided because the historical operating results of the acquired business was not material and pro forma results would not be materially different from reported results for the periods presented. In addition to the purchase consideration, the Company provided an additional $1.0 million of cash compensation awards and 797,280 shares of restricted common stock to employees for future services that vest over two years from the date of the acquisition. Total grant date fair value for the restricted common stock was $0.6 million. The Company recognizes expenses related to the cash compensation awards and restricted common stock on a straight-line basis over the requisite service period of two years. See Note 10 for further information on the restricted common stock. |
Composition of Certain Financia
Composition of Certain Financial Statement Items | 6 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Jan. 31, 2021 | |
Composition Of Certain Financial Statement Items [Abstract] | ||
Composition of Certain Financial Statement Items | 5. Composition of Inventories Inventories consisted of the following: July 31, 2021 January 31, 2021 (in thousands) Raw materials $ 8,421 $ 13,029 Work — 68 Finished goods 19,495 20,495 Total Inventories $ 27,916 $ 33,592 Property and equipment, net Property and equipment, net consisted of the following: July 31, 2021 January 31, 2021 (in thousands) Furniture and fixtures $ 899 $ 1,594 Computers and software 5,843 5,384 Machinery and equipment 12,140 10,605 Tooling 9,666 7,705 Leasehold improvements 9,680 9,398 Owned and operated systems 20,582 17,703 Construction in progress 2,760 2,462 61,570 54,851 Less: Accumulated depreciation (29,305 ) (24,863 ) Total Property and Equipment, Net $ 32,265 $ 29,988 Depreciation expense for the three months ended July 31, 2021 and 2020 was $2.9 million and $2.4 million, respectively. Depreciation expense for the six months ended July 31, 2021 and 2020 was $5.6 million and $4.7 million, respectively. Accrued and other current liabilities Accrued and other current liabilities consisted of the following: July 31, 2021 January 31, 2021 (in thousands) Accrued expenses $ 19,113 $ 18,404 Refundable customer deposits 7,488 6,482 Taxes payable 6,495 5,213 Payroll and related expenses 7,372 7,547 Warranty accruals 3,100 3,000 Operating lease liabilities, current 3,130 2,393 Other liabilities 5,282 4,123 Total Accrued and Other Current Liabilities $ 51,980 $ 47,162 Revenue Revenue consisted of the following: Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 (in thousands) (in thousands) United States $ 51,109 $ 32,347 $ 86,219 $ 62,638 Rest of World 5,012 2,610 10,412 5,095 Total revenue $ 56,121 $ 34,957 $ 96,631 $ 67,733 | 5. Balance Sheet Components Inventories Inventories consisted of the following: January 31, 2021 2020 (in thousands) Raw materials $ 13,029 $ 11,335 Work-in-progress 68 — Finished goods 20,495 14,084 Total Inventories $ 33,592 $ 25,419 Property and equipment, net Property and equipment, net consisted of the following: January 31, 2021 2020 (in thousands) Furniture and fixtures $ 1,594 $ 1,347 Computers and software 5,384 4,350 Machinery and equipment 10,605 7,614 Tooling 7,705 6,299 Leasehold improvements 9,398 8,869 Owned and operated systems 17,703 8,422 Construction in progress 2,462 5,796 54,851 42,697 Less: Accumulated depreciation (24,863 ) (14,756 ) Total Property and Equipment, Net $ 29,988 $ 27,941 Depreciation expense for the years ended January 31, 2021, 2020, and 2019 was $10.1 million, $7.1 million, and $3.9 million, respectively. Amortization expense for intangible assets for the years ended January 31, 2020 and 2019 was $0.6 million and $0.2 million, respectively. There was no amortization expense for the year ended January 31, 2021. Accrued and other current liabilities Accrued and other current liabilities consisted of the following: January 31, 2021 2020 (in thousands) Accrued expenses $ 18,404 $ 11,335 Refundable customer deposits 6,482 5,241 Payroll and related expenses 7,547 6,727 Taxes payable 5,213 5,348 Operating lease liabilities, current 2,393 3,979 Warranty accruals 3,000 2,000 Other liabilities 4,123 3,029 Total Accrued and Other Current Liabilities $ 47,162 $ 37,659 |
Leases
Leases | 12 Months Ended |
Jan. 31, 2021 | |
Leases [Abstract] | |
Leases | 6. Leases The Company leases its office facilities under non-cancellable non-cancellable Generally, the Company’s non-cancellable As of January 31, 2021 and 2020, lease balances were as follows: January 31, 2021 2020 (in thousands) Operating leases Operating lease right-of-use $ 21,817 $ 10,269 Operating lease liabilities, current 2,286 3,979 Operating lease liabilities, noncurrent 22,459 8,230 Total operating lease liabilities $ 24,745 $ 12,209 The Company recognizes operating lease costs on a straight-line basis over the lease period. Lease expense for the years ended January 31, 2021, 2020, and 2019 was $5.1 million, $4.5 million, and $3.1 million, respectively. Operating lease costs for short-term leases and variable lease costs were not material during the years ended January 31, 2021 and January 31, 2020. Maturities of the operating lease liabilities as of January 31, 2021 were as follows: (in thousands) Years Ending January 31, 2022 $ 4,719 2023 5,123 2024 4,334 2025 4,152 2026 3,833 Thereafter 13,855 Total undiscounted operating lease payments $ 36,016 Less: imputed interest (11,271 ) Total operating lease liabilities $ 24,745 Maturities of the operating lease liabilities as of January 31, 2020 were as follows: (in thousands) Years Ending January 31, 2021 $ 4,849 2022 4,809 2023 2,671 2024 268 2025 292 Thereafter 1,341 Total undiscounted operating lease payments $ 14,230 Less: imputed interest (2,021 ) Total operating lease liabilities $ 12,209 Other supplemental information as of January 31, 2021 and 2020 was as follows: January 31, 2021 2020 Lease Term and Discount Rate Weighted-average remaining operating lease term (years) 7.5 3.7 Weighted-average operating lease discount rate 7.9 % 8.7 % Other supplemental cash flow information for the years ended January 31, 2021 and January 31, 2020 was as follows: Year ended January 31, 2021 2020 (in thousands) Supplemental Cash Flow Information Cash paid for amounts in the measurement of operating lease liabilities $ 4,226 $ 4,527 As of January 31, 2021, the Company has additional operating leases of approximately $1.0 million that have not yet commenced and as such, have not yet been recognized on the Company’s Consolidated Balance Sheet. These operating leases are expected to commence on February 1, 2021 with lease terms of up to 4.5 years. |
Debt
Debt | 6 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Jan. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Debt | 6. Debt In July 2018, the Company entered into a term loan facility with certain lenders (“2018 Loan”) with a borrowing capacity of $45.0 million to finance working capital and repay all outstanding amounts owed under five non-financial Transaction costs upon entering into the 2018 Loan were recorded as debt discount and were amortized over the term of the 2018 Loan. There was no interest expense incurred during the three months ending July 31, 2021; the interest expense incurred during the three months ended July 31, 2020 was $0.8 million. Total interest expense incurred during the six months ended July 31, 2021 and 2020 was $1.5 million and $1.6 million, respectively. There was no accrued interest as of July 31, 2021 and January 31, 2021. In March 2021, the Company repaid the entire | 7. Debt In December 2014, the Company entered into a $20.0 million term loan agreement to finance working capital requirements and repay certain indebtedness of the Company’s original credit facility (the “2014 Loan”). The 2014 Loan was to be repaid in forty-eight monthly installments commencing on September 1, 2016; the first fifteen payments were interest only, followed by thirty-three equal monthly payments of principal and interest. Interest was calculated at 8.75% plus LIBOR, provided that the interest rate could not be less than 9.75%. The borrowings were secured by substantially all of the Company’s assets. In July 2018, the Company entered into a term loan facility with certain lenders (the “2018 Loan”) with a borrowing capacity of $45.0 million to finance working capital and repay all outstanding amounts owed under the 2014 Loan, of which $10.0 million expired unused in June 2019. The Company borrowed $35.0 million, with issuance costs of $1.1 million and net proceeds of $33.9 million. The 2018 Loan is secured by substantially all of the Company’s assets, contains customary affirmative and negative covenants, and requires the Company to maintain minimum cash balances and attain certain customer billing targets. The 2018 Loan has a five-year maturity and interest is calculated at LIBOR plus 6.55%. The 2018 Loan agreement was amended on March 20, 2019 to extend the interest only monthly payments through June 30, 2021 to be followed by equal monthly payments of principal and interest. The Company believes that the fair value of the term loan approximates the recorded amount as of January 31, 2021, as the interest rates on the long-term debt are variable and the rates are based on market interest rates after consideration of default and credit risk (using Level 2 inputs). As of January 31, 2021 and 2020 the Company was in compliance with all financial and non-financial Transaction costs upon entering into the 2018 Loan were recorded as debt discount and are amortized over the term of the 2018 Loan. Total interest expense incurred during the years ended January 31, 2021, 2020, and 2019 was $3.3 million, $3.5 million, and $3.7 million, respectively. There was no accrued interest as of January 31, 2021 and 2020. Total future principal payments under all borrowings as of January 31, 2021 were as follows: (in thousands) Years Ending January 31, 2022 11,667 2023 17,500 2024 5,833 Total payments $ 35,000 In March 2021, the Company repaid the entire loan balance of $35.0 million plus accrued interest and prepayment fees of $1.2 million. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Jan. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 7. Commitments Purchase Commitments Open purchase commitments goods non-cancellable expected Legal Proceedings The Company may be involved in various lawsuits, claims, and proceedings, including intellectual property, commercial, securities, and employment matters that arise in the normal course of business. The Company accrues a liability when management believes information available prior to the issuance of the condensed consolidated financial statements indicates it is probable a loss has been incurred as of the date of the condensed consolidated financial statements and the amount of loss can be reasonably estimated. The Company adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. Legal costs are expensed as incurred. The Company believes it has recorded adequate provisions for any such lawsuits Guarantees The Company has service level commitments to its customers warranting certain levels of uptime reliability and performance and permitting those customers to receive credits if the Company fails to meet those levels. To date, the Company has not incurred any material costs as a result The Company’s arrangements generally include certain provisions for indemnifying customers against liabilities if its products or services infringe a third-party’s intellectual property rights. Additionally, the Company may be required to indemnify for claims caused by its negligence or willful misconduct. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. To date, the Company has not incurred any material costs as a result of such obligations and has not accrued any liabilities related to such obligations in the condensed consolidated financial statements. The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines, and settlement amounts incurred by them in any action or proceeding to which any of them are, or are threatened to be, made a party by reason of their service as a director or officer. The Company maintains director and officer insurance coverage that would generally enable it to recover a portion of any future amounts paid. The Company also may be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions. Leases The Company leases its office facilities under non-cancelable The following table presents future payments of lease liabilities under the Company’s non-cancelable (in 2022 (remaining six months) $ 2,759 2023 5,111 2024 4,329 2025 4,153 2026 3,837 Thereafter 13,871 Total undiscounted operating lease payments 34,060 Less: imputed interest (9,348 ) Total operating lease liabilities 24,712 Less: current portion of operating lease liabilities (3,130 ) Operating lease liabilities, noncurrent $ 21,582 | 8. Commitments and Contingencies Purchase Commitments Open purchase commitments are for the purchase of goods and services related to, but not limited to, manufacturing, facilities, and professional services under non-cancellable Legal Proceedings The Company may be involved in various lawsuits, claims, and proceedings, including intellectual property, commercial, securities, and employment matters that arise in the normal course of business. The Company accrues a liability when management believes information available prior to the issuance of the consolidated financial statements indicates it is probable a loss has been incurred as of the date of the consolidated financial statements and the amount of loss can be reasonably estimated. The Company adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. Legal costs are expensed as incurred. The Company believes it has recorded adequate provisions for any such lawsuits, claims, and proceedings as of January 31, 2021. Based on its experience, the Company believes that damage amounts claimed in these matters are not meaningful indicators of potential liability. Given the inherent uncertainties of litigation, the ultimate outcome of the ongoing matters described herein cannot be predicted with certainty. While litigation is inherently unpredictable, the Company believes it has valid defenses with respect to the legal matters pending against it. Nevertheless, the consolidated financial statements could be materially adversely affected in a particular period by the resolution of one or more of these contingencies. Liabilities established to provide for contingencies are adjusted as further information develops, circumstances change, or contingencies are resolved; and such changes are recorded in the accompanying consolidated statements of operations during the period of the change and reflected in accrued and other current liabilities on the accompanying consolidated balance sheets. Guarantees and Indemnifications The Company has service level commitments to its customers warranting certain levels of uptime reliability and performance and permitting those customers to receive credits in the event that the Company fails to meet those levels. To date, the Company has not incurred any material costs as a result of such commitments. The Company’s arrangements generally include certain provisions for indemnifying customers against liabilities if its products or services infringe a third-party’s intellectual property rights. Additionally, the Company may be required to indemnify for claims caused by its negligence or willful misconduct. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. To date, the Company has not incurred any material costs as a result of such obligations and has not accrued any liabilities related to such obligations in the consolidated financial statements. The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines, and settlement amounts incurred by them in any action or proceeding to which any of them are, or are threatened to be, made a party by reason of their service as a director or officer. The Company maintains director and officer insurance coverage that would generally enable it to recover a portion of any future amounts paid. The Company also may be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions. Letters of Credit The Company had $0.4 million of secured letters of credit outstanding as of January 31, 2021 and 2020. These primarily relate to support of customer agreements and are fully collateralized by cash deposits which the Company recorded in restricted cash on its consolidated balance sheets based on the term of the remaining restriction. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 12 Months Ended |
Jan. 31, 2021 | |
Equity [Abstract] | |
Redeemable Convertible Preferred Stock | 9. Redeemable Convertible Preferred Stock In fiscal year 2021, the Company issued 22.4 million shares of Series H-1 H-1 H-1 H-1 H-1 H-1 paid-in paid-in at-issuance In fiscal year 2020, the Company issued 2.6 million shares of Series H redeemable convertible preferred stock and 0.9 million common stock warrants for total cash proceeds of $14.9 million, net of $0.1 million of issuance costs. Of the total cash proceeds, $14.8 million, net of $0.1 million of issuance costs, was allocated to the Series H redeemable convertible preferred stock, based on the estimated fair value of the redeemable convertible preferred stock relative to the estimated fair value of the common stock warrants. In fiscal year 2019, the Company issued 39.5 million shares of Series H redeemable convertible preferred stock and 13.2 million common stock warrants for total cash proceeds of $216.6 million, net of $8.4 million of issuance costs. Of the total cash proceeds, $215.2 million, net of $8.4 million of issuance costs was allocated to the Series H redeemable convertible preferred stock, based on the estimated fair value of the redeemable convertible preferred stock relative to the estimated fair value of the common stock warrants. Redeemable convertible preferred stock as of January 31, 2021, 2020, and 2019, respectively, consisted of the following: January 31, 2021 Shares Liquidation Preference Carrying Value Authorized Outstanding Series A 29,027 29,027 $ 3,746 $ 3,697 Series B 132,831 130,146 13,993 13,947 Series C 45,222 45,222 13,068 13,039 Series D 45,744,194 44,307,263 54,946 49,469 Series E 22,578,525 21,772,150 54,000 26,795 Series F 23,611,372 23,611,372 59,000 58,624 Series G 28,533,636 28,533,636 125,000 124,745 Series H 42,154,388 42,154,388 240,000 229,925 Series H-1 22,351,053 22,351,053 129,795 95,456 185,180,248 182,934,257 $ 693,548 $ 615,697 January 31, 2020 Shares Liquidation Preference Carrying Value Authorized Outstanding Series A 29,027 29,027 $ 3,746 $ 3,697 Series B 132,831 130,146 13,993 13,947 Series C 45,222 45,222 13,068 13,039 Series D 45,744,194 44,307,262 54,946 49,469 Series E 22,578,525 21,772,150 54,000 26,795 Series F 23,611,372 23,611,372 59,000 58,624 Series G 28,533,636 28,533,636 125,000 124,745 Series H 42,154,388 42,154,388 240,000 229,925 162,829,195 160,583,203 $ 563,753 $ 520,241 January 31, 2019 Shares Liquidation Preference Carrying Value Authorized Outstanding Series A 29,027 29,027 $ 3,746 $ 3,697 Series B 132,831 130,146 13,993 13,947 Series C 45,222 45,222 13,068 13,039 Series D 45,744,194 44,307,263 54,946 49,469 Series E 22,578,525 21,772,150 54,000 26,795 Series F 23,611,372 23,611,372 59,000 58,624 Series G 28,533,636 28,533,636 125,000 124,745 Series H 42,154,388 39,519,737 225,000 215,169 162,829,195 157,948,553 $ 548,753 $ 505,485 The significant features of the Company’s redeemable convertible preferred stock are as follows: Dividend provisions H-1 H-1 Series H-1 Liquidation preference After payments to the holders of Series H-1 After payments to the holders of Series H redeemable convertible preferred stock, holders of Series G redeemable convertible preferred stock shall be entitled to receive on a pari passu basis, and prior and in preference to any distribution of any of the assets, the amount of $4.3808 per share for each share of Series G redeemable convertible preferred stock then held, as applicable, adjusted for any stock dividends, combinations, splits, or recapitalization, plus all declared but unpaid dividends. After payments to the holders of Series G redeemable convertible preferred stock, holders of Series F redeemable convertible preferred stock shall be entitled to receive on a pari passu basis, and prior and in preference to any distribution of any of the assets, the amount of $2.4988 per share for each share of Series F redeemable convertible preferred stock then held, as applicable, adjusted for any stock dividends, combinations, splits, or recapitalization, plus all declared but unpaid dividends. After payments to the holders of Series F redeemable convertible preferred stock, holders of Series E redeemable convertible preferred stock shall be entitled to receive on a pari passu basis, and prior and in preference to any distribution of any of the assets, the amount of $2.4802 per share for each share of Series E redeemable convertible preferred stock then held, as applicable, adjusted for any stock dividends, combinations, splits, or recapitalization, plus all declared but unpaid dividends. After payments to the holders of Series E redeemable convertible preferred stock, holders of Series D redeemable convertible preferred stock shall be entitled to receive on a pari passu basis, and prior and in preference to any distribution of any of the assets, the amount of $1.2401 per share for each share of Series D redeemable convertible preferred stock then held, as applicable, adjusted for any stock dividends, combinations, splits, or recapitalization, plus all declared but unpaid dividends. After payments to the holders of Series D redeemable convertible preferred stock, the holders of the Series C and Series B redeemable convertible preferred stock are entitled to receive the amount of $288.9825 and $107.5156 per share, respectively, for each share of Series C and Series B redeemable convertible preferred stock then held, as applicable, adjusted for any stock dividends, combinations, splits, or recapitalization, plus all declared but unpaid dividends. After payments to the holders of Series C and Series B redeemable convertible preferred stock, the holders of the Series A redeemable convertible preferred stock are entitled to receive the amount of $129.0387 per share, respectively, for each share of Series A redeemable convertible preferred stock share then held, as applicable, adjusted for any stock dividends, combinations, splits, or recapitalization, plus all declared but unpaid dividends. After payments to the holders of Series A redeemable convertible preferred stock, the entire remaining assets and surplus funds of the Company legally available for distribution, if any, shall be distributed pro rata among the holders of the then outstanding common stock and redeemable convertible preferred stock on an as-converted H-1 as-converted Conversion rights H-1 non-assessable The holders of each series of redeemable convertible preferred stock shall benefit from certain anti-dilution adjustments in the event the Company issues shares at a per share price lower than the respective issuance price of each series of redeemable convertible preferred stock. The redeemable convertible preferred stock will automatically convert into shares of common stock at the then effective conversion price for each such share immediately upon the Company’s sale of its common stock in a firm commitment of an underwritten initial public offering pursuant to a registration statement under the Securities Act of 1933, as amended, that has a public offering price of not less than $11.3867 per share, adjusted for any stock dividends, combinations, splits, or recapitalizations, and which results in aggregate gross proceeds to the Company of not less than $100.0 million, net of underwriting discounts, commissions, and expenses. Redemption and Balance Sheet Classification Voting rights |
Common Stock
Common Stock | 6 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Jan. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
Common Stock | 8. Common Stock On February 26, 2021, the Merger was consummated and the Company issued 60,746,989 shares for an aggregate purchase price of $200.5 million, net of issuance costs of $29.4 million. Immediately following the Merger, there were 277,768,357 shares of Common Stock outstanding with a par value of $0.0001. The holder of each share of Common Stock is entitled to one vote. The Company has retroactively adjusted the shares issued and outstanding prior to February 26, 2021 to give effect to the Exchange Common Stock Reserved for Future Issuance Shares of Common Stock reserved for future issuance, on an as-if converted July 31, 2021 Stock options issued and outstanding 26,401,717 Restricted stock units outstanding 4,017,149 Common stock warrants outstanding 39,249,702 Shares available for grant under 2021 Equity Incentive Plan 40,878,653 Shares available for grant under 2021 ESPP 8,177,683 Total shares of common stock reserved 118,724,904 On February 26, 2021, upon the closing of the Merger (Note 3), all of the outstanding redeemable convertible preferred stock was converted to Common Stock pursuant to the conversion rate effective immediately prior to the Merger and the remaining amount was reclassified to additional paid-in | 10. Common Stock As of January 31, 2021 and 2020, the Company was authorized to issue 299,771,284 and 240,180,600 shares of common stock, respectively, with a par value of $0.0001 per share. There were 22,961,032 and 11,918,418 shares issued and outstanding as of January 31, 2021 and 2020, respectively. The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. The holders of common stock are not entitled to cumulative voting rights with respect to the election of directors, and as a consequence, minority stockholders are not able to elect directors on the basis of their votes alone. Subject to preferences that may be applicable to any shares of redeemable convertible preferred stock currently outstanding or issued in the future, holders of common stock are entitled to receive ratably such dividends as may be declared by the Company’s board of directors out of funds legally available therefor. In the event of the Company’s liquidation, dissolution, or winding up, holders of the Company’s common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preference of any then outstanding redeemable convertible preferred stock. Holders of common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock. Restricted Common Stock In connection with a business combination in fiscal year 2019 as referenced in Note 4, the Company granted 797,280 shares of restricted common stock to employees for future services that vest over two years from the date of the acquisition. During the years ended January 31, 2021, 2020 and 2019, 166,100, 398,640 and 232,540 shares of restricted common stock vested, respectively. As of January 31, 2021, no shares of restricted common stock remained unvested. Common Stock Reserved for Future Issuance Shares of common stock reserved for future issuance on an as-if January 31, 2021 2020 Conversion of redeemable convertible preferred stock 193,037,715 170,686,661 Stock options issued and outstanding 30,167,178 34,883,465 Redeemable convertible preferred stock warrants outstanding 2,358,546 2,358,546 Common stock warrants outstanding 36,402,515 14,051,462 Shares available for grant under 2017 Stock Option Plan 4,528,391 5,844,909 Total shares of common stock reserved 266,494,345 227,825,043 |
Stock Warrants and Earnouts
Stock Warrants and Earnouts | 6 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Jan. 31, 2021 | |
Stock Warrants And Earnouts [Abstract] | ||
Stock Warrants and Earnouts | 9. Stock Warrants and Redeemable Convertible Preferred Stock Warrants Warrants to purchase a total of 2,358,528 shares of Series B, D and E redeemable convertible preferred stock were initially recognized as a liability recorded at fair value upon issuance and were subject to remeasurement to fair value at each balance sheet date. As part of the Merger, Legacy ChargePoint redeemable convertible preferred stock was converted into Legacy ChargePoint common stock pursuant to the conversion rate effective immediately prior to the Merger while all related Legacy ChargePoint preferred stock warrants were converted into warrants exercisable for shares of Common Stock with terms consistent with the Legacy ChargePoint preferred stock warrants except for the number of shares exercisable therefor and the exercise price, each of which was adjusted using the Exchange Ratio. At that time, the redeemable convertible preferred stock warrant liability was remeasured and reclassified to additional paid-in capital. The liability associated with these warrants was subject to remeasurement at each balance sheet date using the Level 3 fair value inputs. See Note 4 for further details. The Level 3 fair value inputs used in the recurring valuation of the redeemable convertible preferred stock warrant liability were as follows: February 26, (Merger Date) January 31, 2021 Expected volatility 84.3 % 80.5 % Risk-free interest rate 0.0 % 0.1 % Dividend rate 0.0 % 0.0 % Expected term (years) 0.0 1.4 Common Stock Warrants In addition to the warrants to purchase 2,358,528 shares of Legacy ChargePoint preferred stock described above, Legacy ChargePoint had outstanding warrants to purchase 36,402,503 shares of Legacy ChargePoint common stock (collectively, “Legacy Warrants”), which now represent warrants to purchase Common Stock. During the three months ended July 31, 2021, 587,880 Legacy Warrants were net exercised resulting in the issuance of 558,100 shares of Common Stock. During the six months ended July 31, 2021, 1,685,185 Legacy Warrants were net exercised resulting in the issuance of 1,480,080 shares of Common Stock. As of July 31, 2021, there were 37,075,846 Legacy Warrants outstanding which are classified as equity. Private Placement Warrants The Private Placement Warrants were initially recognized as a liability on February 26, 2021, at a fair value of $127.9 million and the Private Placement Warrant liability was remeasured to fair value as of any respective exercise dates and as of July 31, 2021. The Company recorded a gain of $3.8 million and $49.2 million for the three and six months ended July 31, 2021, respectively, classified within change in fair value of warrant liabilities in the condensed consolidated statements of operations. The Private Placement Warrants were valued using the following assumptions under the July 31, 2021 February 26, 2021 Market price of public stock $ 23.65 $30.83 Exercise price $ 11.50 $11.50 Expected term (years) 4.6 5.0 Volatility 70.2 % 73.5 % Risk-free interest rate 0.6 % 0.8 % Dividend rate 0.0 % 0.0 % Public Warrants The Public Warrants may only be exercised for a whole number of shares. The Public Warrants became exercisable 30 days after the completion of the Merger. The Public Warrants were initially recognized as a liability on February 26, 2021 at a fair value of $153.7 million and the public warrant liability was 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 244,481 outstanding During the six months ended July 31, 2021, proceeds received for the exercise of Public Warrants were $117.6 million. As of July 31, 2021, no Public Warrants remained outstanding. Activity of warrants is set forth below: Legacy Common (1) Private Public Total Common Stock (1) Outstanding as of January 31, 2021 38,761,031 — — 38,761,031 Common Stock Warrants as Part of the Merger — 6,521,568 10,470,562 16,992,130 Warrants Exercised (1,685,185 ) (4,347,712 ) (10,226,081 ) (16,258,978 ) Warrants Redeemed — — (244,481 ) (244,481 ) Outstanding as of July 31, 2021 37,075,846 2,173,856 — 39,249,702 (1) The shares (and the warrants’ exercise prices) subject to the Company’s Legacy common and preferred stock warrants were restated to reflect the exchange ratio of approximately 0.9966 established in the Merger Agreement as discussed in Note 3. Contingent Earnout Liability During the five year period starting at the closing of the Merger (“Earnout Period”), eligible former equity holders of Legacy ChargePoint could ten Upon the closing of the Merger, the contingent obligation to issue Earnout Shares was accounted for as a liability because the Earnout Triggering Events that determine the number of Earnout Shares required to be issued include events that are not solely indexed to the common stock of ChargePoint. The estimated fair value of the total Earnout Shares at the closing of the Merger on February 26, 2021, was $828.2 million based on a 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. Assumptions used in the valuation are described below. March 12, 2021 February 26, 2021 Current stock price $ 27.84 $ 30.83 Expected volatility 72.00 % 71.60 % Risk-free interest rate 0.85 % 0.75 % Dividend rate 0.00 % 0.00 % Expected term (years) 4.96 5.00 The first two Earnout Triggering Events for up to 18,000,000 of the Earnout Shares occurred on March 12, 2021, and, after withholding some of these Earnout Shares to cover withholding obligations, based on the Common Stock price as of March 12, 2021, and (ii) $242.6 million related to the estimated fair value of earnout liability related to the remaining 9,000,000 Earnout Shares issuable upon the occurrence of the Earnout Triggering Event associated with the $30.00 VWAP per share threshold based on a Monte Carlo simulation valuation model as of March 12, 2021, as described above. The change in fair value resulted in a gain of $84.4 million recognized in the condensed consolidated statement of operations for the three months ended April 30, 2021. Upon settlement of the first two tranches, the classification of the remaining 9,000,000 Earnout Shares of the third tranche was changed to equity on March 12, 2021, because the Earnout Shares became an instrument contingently issuable upon the occurrence of the Earnout Triggering Event into a fixed number of Common Shares that is not based on an observable market price or index other than the Company’s own stock price. The third and final to cover withholding obligations, . No | 11. Stock Warrants In connection with its issuance of Series H-1 paid-in In connection with its issuance of Series H redeemable convertible preferred stock in fiscal years 2020 and 2019, the Company issued 0.9 million and 13.2 million common stock warrants, respectively, which were recorded at fair value within additional paid-in Warrants issued and outstanding as of January 31, 2021 and 2020 consisted of the following: Common Stock Warrants January 31, 2021 Outstanding Warrants Number of Exercise Expiration Date Common Stock 22,351,053 $ 6.02 7/31/2030 – 8/6/2030 Common Stock 14,051,462 $ 9.03 11/16/2028 – 2/14/2029 Total outstanding common stock warrants 36,402,515 January 31, 2020 Outstanding Warrants Number of Exercise Expiration Date Common Stock 14,051,462 $ 9.03 11/16/2028 – 2/14/2029 Total outstanding common stock warrants 14,051,462 Redeemable Convertible Preferred Stock Warrants January 31, 2021 and 2020 Outstanding Warrants Expiration Date Number of Exercise Series B Preferred Stock 2,685 $ 107.52 4/30/2021 Series D Preferred Stock 1,436,932 $ 1.24 4/20/2022 – 1/24/2024 Series E Preferred Stock 806,375 $ 1.24 12/24/2024 – 7/15/2025 Total outstanding redeemable convertible preferred stock warrants 2,245,992 The liability associated with these warrants was subject to remeasurement at each balance sheet date using the Level 3 fair value inputs and was as follows: Year Ended January 31, 2021 2020 2019 (in thousands) Fair value at beginning of period $ 2,718 $ 1,843 $ 1,455 Change in fair value 73,125 875 388 Fair value at end of period $ 75,843 $ 2,718 $ 1,843 The Level 3 fair value inputs used in the recurring valuation of the redeemable convertible preferred stock warrant liability were as follows: January 31, 2021 2020 2019 Expected volatility 80.5 % 58.4 % 65.0 % Risk-free interest rate 0.1 % 1.6 % 2.8 % Dividend rate 0.0 % 0.0 % 0.0 % Expected term (years) 1.4 2.0 2.0 Historically, value was assigned to each class of equity securities using an option pricing model method (“OPM”). In July 2020, the Company began allocating the equity value using a hybrid method that utilizes a combination of the OPM and the probability weighted expected return method (“PWERM”). The PWERM is a scenario-based methodology that estimates the fair value of equity securities based upon an analysis of future values for the Company, assuming various outcomes. As the probability of a transaction with a special purpose acquisition company (“SPAC”) increased, the fair value of the redeemable convertible preferred stock warrant liability increased as of January 31, 2021. |
Equity Plans and Stock-based Co
Equity Plans and Stock-based Compensation | 6 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Jan. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Equity Plans and Stock-based Compensation | 10. Equity Plans and Stock-based Compensation On February 25, 2021, the stockholders of the Company approved the 2021 Equity Incentive Plan (“2021 EIP”) and the 2021 Employee Stock Purchase Plan (“2021 ESPP”). As of July 31, 2021, 40,878,653 and 8,177,683 shares of Common Stock were available under the 2021 EIP and 2021 ESPP, respectively. On the first day of each March, beginning on March 1, 2021 and continuing through March 1, 2030, the 2021 EIP reserve will automatically increase by a number of shares equal to the lesser of (a) 5% of the total number of shares actually issued and outstanding on the last day of the preceding month and (b) a number determined by the Company’s Board of Directors. Further, on the first day of each March during the term of the 2021 ESPP, commencing on March 1, 2021 and ending on (and including) March 1, 2040, the aggregate number of shares of stock that may be issued under the 2021 ESPP shall automatically increase by a number equal to the lesser of (i) one percent (1%) of the total number of shares of stock issued and outstanding on the last day of the preceding month, (ii) 5,400,000 shares of stock (subject to standard anti-dilution adjustments), or (iii) a number of shares of stock determined by the Company’s Board of Directors. Under the 2021 EIP, the Company can grant stock options, stock appreciation rights, restricted stock, restricted stock units (“RSU”) and certain other awards which are s No further awards will be granted under Legacy ChargePoint’s 2017 Stock Plan (“2017 Plan”) and 24,259,238 shares of Common Stock remain reserved for outstanding awards issued under the 2017 Plan at the time of adoption of the 2021 EIP and the 2021 ESPP. Additionally, no other awards can be granted under Legacy ChargePoint’s 2007 Stock Incentive Plan (“2007 Plan”) and 5,143,849 shares of Common Stock remained reserved for outstanding awards issued under the 2007 Plan at the time of the adoption of the 2021 EIP and the 2021 ESPP. The Company’s stock option awards activity is set forth below: Number of Weighted Weighted Aggregate Outstanding as of January 31, 2021 30,166,792 $ 0.71 7.3 $ 1,064,539 Options exercised (3,292,219 ) $ 0.53 Options forfeited (452,893 ) $ 0.73 Options expired (19,963 ) $ 53.22 Outstanding as of July 31, 2021 26,401,717 $ 0.69 7.0 $ 606,280 Options vested and expected to vest as of July 31, 2021 25,667,621 $ 0.69 7.0 $ 589,470 Exercisable as of July 31, 2021 16,457,228 $ 0.66 6.3 $ 378,402 The options outstanding as of July 31, 2021, include the June 2020 grant of a stock option to purchase a total of 1.5 million shares of Common Stock subject to both service and performance-based vesting conditions to the Chief Executive Officer under the 2017 Plan (“CEO Award”). No stock-based compensation expense had been recorded as the CEO awards were improbable of vesting before and after two modifications in each of September 2020 and December 2020, because the performance-based vesting condition was contingent upon the closing of the Merger. Accordingly, the Company commenced recognition of stock-based compensation expense for such CEO Award following the Merger in February 2021. As of July 31, 2021, the total unrecognized compensation expense related to these unvested CEO Award was $35.3 million, which is expected to be recognized over a period of 2.5 years . The Company’s RSU activity is set forth below: Number of Weighted Outstanding as of January 31, 2021 — $ — RSU granted 4,680,439 $ 27.38 RSU vested (652,901 ) $ 27.30 RSU forfeited (10,389 ) $ 27.30 Outstanding as of July 31, 2021 4,017,149 $ 27.40 As of July 31, 2021, total unrecognized stock-based compensation expense related to stock options was $41.0 million, including the CEO Award, and is expected to be recognized over a weighted-average period of 1.9 years. As of July 31, 2021, total unrecognized stock-based compensation expense related to RSU was $86.3 million and is expected to be recognized over a weighted-average period of 3.1 years. The following sets forth the total stock-based compensation expense for the Company’s stock options (including the CEO Award) and RSU included in the Company’s condensed consolidated statements of operations: Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 (in thousands) (in thousands) Cost of revenue $ 2,164 $ 41 $ 2,188 $ 64 Research and development 13,682 454 14,357 757 Sales and marketing 4,169 356 4,767 655 General and administrative 8,278 339 14,558 624 Total stock-based compensation expense $ 28,293 $ 1,190 $ 35,870 $ 2,100 | 12. Stock Option Plan and Stock-based Compensation In 2007, the Company adopted its 2007 Stock Option Plan (the “2007 Plan”) which provides for the granting of stock options to employees, directors, and consultants of the Company. In 2017, the Company adopted its 2017 Stock Option Plan (the “2017 Plan”). Stock options granted under both the 2007 and 2017 Plans may be either incentive stock options (“ISOs”) or nonqualified stock options (“NSOs”). As of January 31, 2021, 4.5 million shares of common stock remained available for issuance under the 2017 Plan. Stock-based awards forfeited, cancelled, or repurchased generally are returned to the pool of shares of common stock available for issuance under the 2017 Plan. The 2007 Plan and 2017 Plan allow for the early exercise of stock options for certain individuals as determined by the Company’s board of directors. Stock options that are early exercised are subject to a repurchase option that allows the Company to repurchase any unvested shares. Early exercises of stock options are not deemed to be outstanding shares for accounting purposes until those shares vest according to their respective vesting schedules. Accordingly, the consideration received for early exercises of stock options are initially recorded as a liability and reclassified to common stock and additional paid-in Stock options under the 2017 Plan generally expire 10 years from the date of grant, or earlier if services are terminated. The exercise price of an ISO and NSO shall not be less than 100% of the estimated fair value of the shares on the date of grant, respectively, as determined by the Company’s board of directors. Stock options granted generally vest over four years and at a rate of 25% upon the first anniversary of the issuance date and 1/48th per month thereafter. Activity under the Company’s stock option plans is set forth below: Number of Weighted Price Weighted (in years) Aggregate Outstanding as of January 31, 2018 28,955,341 $ 0.59 7.7 $ 8,905,754 Granted 8,811,605 $ 0.57 Exercised (3,853,935 ) $ 0.35 $ (1,364,006 ) Cancelled (2,250,990 ) $ 0.75 Outstanding as of January 31, 2019 31,662,021 $ 0.6 7.4 $ 7,456,493 Granted 10,780,372 $ 0.75 Exercised (4,830,469 ) $ 0.47 $ (3,464,262 ) Cancelled (2,728,460 ) $ 0.83 Outstanding as of January 31, 2020 34,883,464 $ 0.65 7.3 $ 19,314,017 Granted 8,912,180 $ 0.75 Exercised (11,042,592 ) $ 0.55 $ (110,643,446 ) Cancelled (2,585,875 ) $ 0.84 Outstanding as of January 31, 2021 30,167,177 $ 0.7 7.3 $ 1,064,538,557 Options vested and expected to vest as of January 31, 2021 27,483,800 $ 0.69 7.2 $ 969,997,293 Exercisable as of January 31, 2021 16,591,050 $ 0.68 6.4 $ 586,047,442 Activity for exercised awards includes early exercises of stock options such that these awards are not considered outstanding stock options upon exercise. The activity above also includes a grant of a total of 1.5 million stock option awards subject to both service and performance-based vesting conditions to the Chief Executive Officer under the 2017 Plan (“CEO awards”). These stock options have a weighted-average exercise price of $0.75 per share. Upon initial grant in June 2020, these stock option awards had a grant date fair value of $1.1 million and were to vest on the fourth anniversary from the date of grant provided that positive operating income was achieved at the end of fiscal year 2024. In September 2020, the CEO awards were modified to vest in a single installment on January 31, 2024 contingent upon the closing of the Merger and the Chief Executive Officer’s continuous employment by the Company through January 31, 2024. No stock-based compensation expense has been recorded as the CEO awards were improbable of vesting before and after the modification in September 2020, because the performance-based vesting condition is contingent upon the closing of the Merger which is not deemed probable until consummated. In December 2020, the CEO awards were modified again to accelerate vesting of 12.5% of stock options at any time through January 31, 2024 contingent upon certain additional service-based trigger events. For the year ended January 31, 2021, no stock-based compensation expense has been recorded as the CEO awards remained to be improbable of vesting before and after the modification in December 2020. As of January 31, 2021, the total compensation cost related to these unvested CEO awards not yet recognized was $44.3 million after the impact of the modifications. Total stock-based compensation expense for stock awards recognized during the years ended January 31, 2021, 2020, and 2019 was $4.9 million, $2.9 million, and $1.7 million, respectively. As of January 31, 2021, total unrecognized compensation cost related to stock awards was $9.8 million and is expected to be recognized over a weighted-average period of 2.5 years. The weighted-average grant date fair value of options granted in the years ended January 31, 2021, 2020, and 2019 was $0.94, $0.31, and $0.24 per share, respectively. The total grant date fair value of options vested during the years ended January 31, 2021, 2020, and 2019 was $5.4 million, $2.5 million, and $1.8 million, respectively. Stock-based Compensation Associated with Awards The Company records stock-based compensation expense for stock options based on the estimated fair value of the options on the date of the grant using the Black-Scholes option-pricing model. The absence of a public market for the Company’s common stock requires the Company’s board of directors to estimate the fair value of its common stock for purposes of granting options and for determining stock-based compensation expense by considering several objective and subjective factors, including contemporaneous third-party valuations, actual and forecasted operating and financial results, market conditions and performance of comparable publicly traded companies, developments and milestones in the Company, the rights and preferences of common and redeemable convertible preferred stock, and transactions involving the Company’s stock. The fair value of the Company’s common stock was determined in accordance with applicable elements of the American Institute of Certified Public Accountants guide, Valuation of Privately Held Company Equity Securities Issued as Compensation. The weighted-average assumptions in the Black-Scholes option-pricing models used to determine the fair value of stock options granted during the years ended January 31, 2021, 2020, and 2019 were as follows: Year Ended January 31, 2021 2020 2019 Expected volatility 49.1% – 51.6 % 40.3% – 40.9 % 40.9% – 41.6 % Risk-free interest rate 0.3% – 1.6 % 1.4% – 2.4 % 2.7% – 2.9 % Dividend rate 0.0 % 0.0 % 0.0 % Expected term (in years) 5.6 – 5.8 5.0 – 5.9 6.1 – 6.4 Expected volatility: As the Company is not publicly traded, the expected volatility for the Company’s stock options was determined by using an average of historical volatilities of selected industry peers deemed to be comparable to the Company’s business corresponding to the expected term of the awards. Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon Expected dividend yield: The expected dividend rate is zero as the Company currently has no history or expectation of declaring dividends on its common stock. Expected term: The expected term represents the period these stock awards are expected to remain outstanding and is based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules, and expectations of future employee behavior. Stock-based Compensation Expense The following sets forth the total stock-based compensation expense for the Company’s stock options and restricted common stock included in the Company’s consolidated statements of operations: Year Ended January 31, 2021 2020 2019 (in thousands) Cost of revenue $ 115 $ 39 $ 28 Research and development 1,807 871 419 Sales and marketing 1,501 1,164 541 General and administrative 1,524 863 718 Total stock-based compensation expense $ 4,947 $ 2,937 $ 1,706 |
Income Taxes
Income Taxes | 6 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Jan. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | 11. Income The income tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate as adjusted for discrete items arising in that quarter. The effective income tax rate was nil for the three and six months ended July 31, 2021 and 2020. The effective tax rate differs from the U.S. statutory rate primarily due to the full valuation allowances on the Company’s net domestic deferred tax assets as it is more likely than not that all of the deferred tax assets will not be realized. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was enacted and signed into law in the United States. The CARES Act includes measures to assist companies, including temporary changes to income and non-income-based tax | 13. Income Taxes The components of net loss before income taxes were as follows: Year Ended January 31, 2021 2020 2019 (in thousands) Domestic $ (197,908 ) $ (134,578 ) $ (108,663 ) Foreign 1,082 475 695 Net loss before income taxes $ (196,826 ) $ (134,103 ) $ (107,968 ) The components of the provision for (benefit from) income taxes were as follows: Year Ended January 31, 2021 2020 2019 (in thousands) Current Federal $ — $ — $ — State 47 35 — Foreign 151 189 119 Total current $ 198 $ 224 $ 119 Deferred Federal $ — $ — $ — State — — — Foreign — — — Total deferred — — — Total provision for income taxes $ 198 $ 224 $ 119 A reconciliation of the U.S. federal statutory rate to the Company’s effective tax rate was as follows: Year Ended January 31, 2021 2020 2019 Tax at federal statutory rate 21.0 % 21.0 % 21.0 % Permanent differences (0.6 )% (1.5 )% (0.8 )% Warrant Mark to Market (7.8 )% (0.1 )% (0.1 )% Stock-based compensation (0.2 )% (0.2 )% (0.2 )% Change in valuation allowance (13.6 )% (21.1 )% (21.9 )% Research and development tax credits 1.1 % 1.8 % 1.9 % Effective tax rate (0.1 )% (0.1 )% (0.1 )% The significant components of the Company’s deferred tax assets and liabilities as of January 31, 2021 and 2020 were as follows: Year Ended January 31, 2021 2020 (in thousands) Deferred tax assets: Net operating losses $ 114,154 $ 105,663 Research & development credits 12,054 14,320 Deferred revenue 15,270 6,968 Accruals and reserves $ 8,102 $ 6,692 Stock-based compensation 980 653 Operating lease liabilities 6,999 3,370 Total deferred tax assets 157,559 137,666 Less: valuation allowance (150,991 ) (134,337 ) Deferred tax liabilities: Depreciation and amortization (375 ) (489 ) Operating lease right-of-use (6,186 ) (2,834 ) Total deferred tax liabilities (6,561 ) (3,323 ) Net deferred tax assets $ 7 $ 6 The Company determines its valuation allowance on deferred tax assets by considering both positive and negative evidence in order to ascertain whether it is more likely than not that deferred tax assets will be realized. Realization of deferred tax assets is dependent upon the generation of future taxable income, if any, the timing and amount of which are uncertain. Due to the Company’s historical operating losses, the Company believes that it is more likely than not that all of the deferred tax will not be realized; accordingly, the Company has recorded a full valuation allowance on its net domestic deferred tax assets as of January 31, 2021 and 2020. The valuation allowance increased by $16.7 million, $36.2 million, and $29.8 million during the years ended January 31, 2021, 2020, and 2019, respectively. The increases were primarily driven by losses and tax credits generated in the United States. As of January 31, 2021, the Company believes it is not more likely than not that the US deferred tax assets will be fully realizable and continues to maintain a full valuation allowance against its net US deferred tax assets. As of January 31, 2021, the Company had federal and California state net operating loss (“NOL”) carryforwards of $434.7 million and $229.7 million, respectively, of which $281.9 million of the federal NOL carryforwards can be carried forward indefinitely. The federal and California state net operating loss carryforwards begin to expire in 2028 and 2029, respectively. In addition, the Company had NOLs for other states of $134.7 million, which expire beginning in the year 2022. As of January 31, 2021, the Company had federal and California state research credit carryforwards of $5.1 million and $8.8 million, respectively. The federal credit carryforwards will begin to expire in 2039. The California research credit carryforwards can be carried forward indefinitely. The Company had alternative refueling property tax credits that are permanently limited by Section 382. Under Internal Revenue Code Section 382, the Company’s ability to utilize NOL carryforwards or other tax attributes such as research tax credits, in any taxable year may be limited if the Company experiences, or has experienced, an “ownership change.” A Section 382 “ownership change” generally occurs if one or more stockholders or groups of stockholders, who own at least 5% of the Company’s stock, increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Similar rules may apply under state tax laws. The Company performed a Section 382 analysis through January 31, 2021. The Company has experienced ownership changes in the prior periods. As a result of the ownership changes, it was estimated that approximately $53.1 million of Federal NOLs, $40.3 million of California NOLs, and $9.7 million of federal tax credits are expected to expire for income tax purposes, and such amounts are excluded from the carryforwards balance as of January 31, 2021. The Company expects to complete the Section 382 analysis during the year ending January 31, 2022. Subsequent ownership changes may affect the limitation in future years. The following table summarizes the activity related to unrecognized tax benefits as follows: Year Ended January 31, 2021 2020 2019 (in thousands) Unrecognized tax benefits — beginning $ 10,153 $ 6,884 $ 4,445 Gross decreases — prior period tax position (3,620 ) — — Gross increases — current period tax position 2,869 3,269 2,439 Unrecognized tax benefits — ending $ 9,402 $ 10,153 $ 6,884 As of January 31, 2021, the Company had unrecognized tax benefits of $9.4 million, which would not impact the effective tax rate, if recognized, due to the valuation allowance. The Company does not expect its unrecognized tax benefits will significantly change over the next twelve months. The Company is subject to income taxes in United States federal and various state, local, and foreign jurisdictions. The tax years from 2007 to 2020 remain open to examination due to the carryover of unused net operating losses or tax credits. As of January 31, 2021, the Company is not subject to income tax examinations by any tax authority. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was enacted and signed into law in the United States. The CARES Act includes measures to assist companies, including temporary changes to income and non-income-based 5-year The Consolidated Appropriations Act, 2021, which was enacted on December 27, 2020, has expanded, extended, and clarified selected CARES Act provisions, specifically on Paycheck Protection Program (PPP) loan and Employee Retention Tax Credit, 100% deductibility of business meals as well as other tax extenders. The Consolidated Appropriations Act did not have a material impact on the Company’s tax provision for the year ended January 31, 2021. |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Jan. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Related party transactions | 12. Related Party Transactions Daimler AG and its affiliated entities (“Daimler”) are investors in the Company and one of its employees is a member of the Company’s Board of Directors. The following revenue transactions took place between the Company and Daimler during the periods presented: Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 (in thousands) (in thousands) Daimler $ 2,071 $ 850 $ 3,406 $ 1,576 Revenue from related parties $ 2,071 $ 850 $ 3,406 $ 1,576 Related party accounts receivable as of July 31, 2021 and January 31, 2021 from Daimler was $2.5 million and $1.2 million, respectively. | 14. Related Party Transactions Daimler AG and its affiliated entities (“Daimler”) is an investor in the Company and one of its employees is a member of the Company’s board of directors. The following revenue transactions took place between the Company and Daimler during the respective fiscal years: Year ended January 31, 2021 2020 2019 (in thousands) Daimler $ 3,457 $ 3,112 $ 1,082 Revenue from related parties $ 3,457 $ 3,112 $ 1,082 Related party accounts receivable as of January 31, 2021 and 2020 from Daimler were $1.2 million and $0.9 million, respectively. |
Geographic Information
Geographic Information | 12 Months Ended |
Jan. 31, 2021 | |
Segment Reporting [Abstract] | |
Geographic Information | 15. Geographic Information Revenue by geographic area based on the shipping address of the customers was as follows: Year Ended January 31, 2021 2020 2019 (in thousands) United States $ 131,571 $ 130,184 $ 81,408 Rest of World 14,919 14,331 10,622 Total revenue $ 146,490 $ 144,515 $ 92,030 Long-lived assets by geographic area were as follows: January 31, 2021 2020 (in thousands) United States $ 46,759 $ 36,836 Rest of World 5,046 1,374 Total long-lived assets $ 51,805 $ 38,210 |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Share | 6 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Jan. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Basic and Diluted Net Loss per Share | 13. Basic and Diluted Net Loss per Share The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the three and six months ended July 31, 2021 and 2020: Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 (in thousands, except share and (in thousands, except share and Numerator: Net income (loss) $ (84,938 ) $ (35,287 ) $ (2,649 ) $ (65,385 ) Adjust: — (58,625 ) — (58,625 ) Adjust: — — (4,292 ) — Adjust: — — (51,855 ) — Adjust: — — (110,635 ) — Net loss attributable to common stockholders - Basic (84,938 ) (93,912 ) (169,431 ) (124,010 ) Less: — — (84,420 ) — Less: (7,427 ) — (53,540 ) — Net loss attributable to common stockholders - Diluted $ (92,365 ) $ (93,912 ) $ (307,391 ) $ (124,010 ) Denominator: Weighted average common shares outstanding 312,465,016 13,537,501 266,473,703 12,822,481 Less: (237,490 ) (68,824 ) (276,221 ) — Weighted average shares outstanding - Basic 312,227,526 13,468,677 266,197,482 12,822,481 Add: — — 7,464,203 — Add: 1,374,574 — 1,915,315 — Weighted average shares outstanding - Diluted 313,602,100 13,468,677 275,577,000 12,822,481 Net loss per share - Basic $ (0.27 ) $ (6.97 ) $ (0.64 ) $ (9.67 ) Net loss per share - Diluted $ (0.29 ) $ (6.97 ) $ (1.12 ) $ (9.67 ) As a result of the Merger, the Company has retroactively adjusted the weighted-average number of shares of Common Stock outstanding prior to the Exchange Ratio Redeemable convertible preferred stock and preferred stock warrants outstanding prior to the Merger Closing Date were excluded from the diluted net loss per share calculation for the six-months . The potential shares of Common Stock that were excluded from the computation of diluted net loss per share attributable to common stockholders at each period end because including them would have had an antidilutive effect were as follows: July 31, July 31, Redeemable convertible preferred stock (on an as-converted — 192,469,995 Options to purchase common stock 26,401,717 39,463,877 Restricted stock units 4,017,149 — Unvested early exercised common stock options 211,464 102,781 Common stock and preferred stock warrants 37,075,846 38,193,342 Total potentially dilutive common share equivalents 67,706,176 270,229,995 | 16. Basic and Diluted Net Loss per Share The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the years ended January 31, 2021, 2020, and 2019: (in thousands, except share and per share data) Year Ended January 31, 2021 2020 2019 Numerator: Net loss attributable to common stockholders $ (274,200 ) $ (134,327 ) $ (108,087 ) Denominator: Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted 15,116,763 8,893,787 4,342,517 Net loss per share attributable to common stockholders, basic and diluted $ (18.14 ) $ (15.10 ) $ (24.89 ) The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have had an antidilutive effect were as follows: Year Ended January 31, 2021 2020 2019 Redeemable convertible preferred stock (on an as-converted 193,037,715 170,686,661 168,052,012 Options to purchase common stock 30,167,178 34,883,465 31,662,022 Unvested restricted common stock — 166,100 564,740 Unvested early exercised common stock options 371,193 58,830 58,971 Redeemable convertible preferred stock warrants (on an as-converted 2,358,546 2,358,546 2,358,546 Common stock warrants 36,402,515 14,051,462 13,173,245 Total potentially dilutive common share equivalents 262,337,147 222,205,064 215,869,536 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Jan. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | 17. Employee Benefit Plans The Company has a defined-contribution plan intended to qualify under Section 401 of the Internal Revenue Code (the “401(k) Plan”). The Company contracted with a third-party provider to act as a custodian and trustee, and to process and maintain the records of participant data. Substantially all of the expenses incurred for administering the 401(k) Plan are paid by the Company. The Company has not made any matching contributions to date. |
Acquisitions and Subsequent Eve
Acquisitions and Subsequent Events | 6 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Jan. 31, 2021 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 14. Acquisitions On July 20, 2021, the Company entered into a definitive agreement to acquire all of the outstanding shares of has•to•be gmbh (“has•to•be” or “HTB”) for approximately Euro 250.0 million in cash and Company common stock subject to adjustments. has•to•be is an Austria-based e-mobility provider with a European charging software platform. The acquisition is intended to expand the Company’s access to the European market. The Company currently expects the transaction to close as early as October 2021. On August 11, 2021, the Company acquired all of the outstanding shares of ViriCiti B.V. (“ViriCiti”) for approximately Euro 75.0 million in cash, subject to adjustments. ViriCiti is a Netherlands-based provider of electrification solutions for eBus and commercial fleets with offices in the Netherlands and the United States. The acquisition is expected to enhance ChargePoint’s fleet solutions portfolio of hardware, software and services by integrating information sources to optimize electric fleet operations. As permitted by ASU 805-10-50, the Company is not able to include certain required disclosures in its quarterly report on Form 10-Q for the three and six months ended July 31, 2021, because the information necessary to complete the preliminary purchase price allocation related to the acquisition was not yet available. | 18. Subsequent Events On February 26, 2021 (the “Closing Date”), the Company consummated the Merger (the “Closing”) with Switchback Energy Acquisition Corporation (“Switchback”), where a subsidiary of Switchback merged with the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Switchback. As a result of the proposed Merger, Switchback will be renamed to ChargePoint Holdings, Inc. (“New ChargePoint”). Pursuant to the terms of the Merger Agreement, each stockholder of the Company shall receive 0.9966 shares of New ChargePoint’s common stock and the contingent right to receive certain Earnout Shares (as defined below), for each share of the Company’s common stock, par value $0.0001 per share, owned by such the Company’s stockholder that was outstanding immediately prior to the Closing (other than any shares of the Company’s restricted stock). In addition, certain investors purchased an aggregate of 22,500,000 shares of New ChargePoint’s common stock (such investors, the “PIPE Investors”) concurrently with the Closing for an aggregate purchase price of $225 million. Pursuant to a letter agreement (the “Founders Stock Letter”) entered into in connection with the execution of the Merger, immediately prior to the Closing, the initial stockholders (i) surrendered to New ChargePoint, for no consideration and as a capital contribution to New ChargePoint, 984,706 Class B common stock, par value $0.0001 per share (“Founder Shares”), held by them (on a pro rata basis), whereupon such shares were immediately canceled, and (ii) subjected 900,000 Founder Shares (including New ChargePoint’s common stock issued in exchange therefor in the Merger) held by them to potential forfeiture in accordance with the terms of the Founders Stock Letter. Upon the Closing, all outstanding Founder Shares converted into Common Stock on a one-for-one Also at the Closing, the NGP Switchback, LLC (the “Sponsor”) exercised its right to convert a portion of the working capital loans made by the Sponsor to Switchback into an additional 1,000,000 Private Warrants at a price of $1.50 per warrant in satisfaction of $1.5 million principal amount of such loans. In addition, pursuant to the terms of the Merger Agreement, (1) warrants to purchase shares of capital stock of the Company were converted into warrants to purchase an aggregate of 38,761,031 shares of New ChargePoint’s common stock and the contingent right to receive certain Earnout Shares, (2) options to purchase shares of common stock of the Company were converted into options to purchase an aggregate of 30,135,695 shares of New ChargePoint’s common stock and, with respect to vested options, the contingent right to receive certain Earnout Shares and (3) unvested restricted shares of common stock of the Company that were outstanding pursuant to the “early exercise” of New ChargePoint options were converted into an aggregate of 345,689 restricted shares of New ChargePoint. During the time period between the Closing Date and the five-year anniversary of the Closing Date, eligible former equity holders of the Company may receive up to 27 million additional shares of New ChargePoint’s common stock (the “Earnout Shares”) in the aggregate in three equal tranches of 9,000,000 shares if the volume-weighted average closing sale price of our Common Stock is greater than or equal to $15.00, $20.00 and $30.00 for any 10 trading days within any 20 consecutive trading day period (each a “Trigger Event”). At close of the Merger on February 26, 2021, the Company recorded a liability (“Earnout Liability”) of $828.1 million, based on the estimated fair value of the 27 million Earnout Shares with a corresponding reduction of additional paid-in paid-in On March 15, 2021, the Company repaid the entire loan balance of $35.0 million plus accrued interest and prepayment fees of $1.2 million of its term loan facility (“2018 Loan”). Events Subsequent to Original Issuance of Consolidated Financial Statements (unaudited) On June 4, 2021, the Company issued a notice of the redemption of all of its outstanding Public Warrants that remain outstanding on July 6, 2021 for a redemption price of $0.01 per warrant. The Private Placement Warrants that are still held by the initial holders thereof or their permitted transferees are not subject to the redemption. On June 29, 2021 the third Earnout Triggering Event occurred and the third and final tranche of 9,000,000 Earnout Shares became issuable. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Jan. 31, 2021 | |
Accounting Policies [Abstract] | ||
Common Stock Warrants Liabilities | Common Stock Warrants Liabilities The Company assumed 10,470,562 publicly-traded warrants (“Public Warrants”) and 6,521,568 private placement warrants issued to NGP Switchback, LLC (“Private Placement Warrants” and, together with the Public Warrants, the “Common Stock Warrants”) upon the Merger, all of which were issued in connection Switch which The Company evaluated the Common Stock Warrants and concluded that t fixed-for-fixed | |
Contingent Earnout Liability | Contingent Earnout In connection with the Reverse Recapitalization and pursuant to the Merger Agreement and Plan of Merger dated as of September 23, 2020 by and among the Company, Lightning Merger Sub Inc., and Switchback (“Merger Agreement”), eligible ChargePoint equity holders were entitled to receive as additional merger consideration shares of the Comp a 815-40, The estimated fair value of the contingent consideration was determined using a Monte Carlo simulation using a distribution of potential outcomes on a monthly basis over the Earnout Period (as defined in Note 9) prioritizing the most reliable information available. The assumptions utilized in the calculation were based on the achievement of certain stock price milestones, including the current Company Common Stock price, expected volatility, risk-free rate, expected term and dividend rate. Until its settlement the contingent earnout liability was categorized as a Level 3 fair val ue measurem | |
Use of Estimates | Use of Estimates The preparation of the accompanying condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results and outcomes could differ significantly from the Company’s estimates, judgments, and assumptions. Significant estimates include determining standalone selling price for performance obligations in contracts with customers, the estimated expected benefit period for deferred contract acquisition costs, allowances for doubtful accounts, inventory reserves, the useful lives of long-lived assets, the determination of the incremental borrowing rate used for operating lease liabilities, the valuation of redeemable convertible preferred stock warrants and common stock warrants, including Common Stock Warrants as a result of the Merger, contingent earnout liability, the value of common stock and other assumptions used to measure stock-based compensation, and the valuation of deferred income tax assets and uncertain tax positions. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions. | Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results and outcomes could differ significantly from the Company’s estimates, judgments, and assumptions. Significant estimates include determining standalone selling price for performance obligations in contracts with customers, the estimated expected benefit period for deferred contract acquisition costs, allowances for doubtful accounts, inventory reserves, the useful lives of long-lived assets, the determination of the incremental borrowing rate used for operating lease liabilities, the valuation of redeemable convertible preferred stock warrants and common stock warrants, the value of common stock and other assumptions used to measure stock-based compensation, and the valuation of deferred income tax assets and uncertain tax positions. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions. |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents and accounts receivable. Cash and cash equivalents are held in domestic and foreign cash accounts with large, creditworthy financial institutions. The Company has not experienced any losses on its deposits of cash and cash equivalents through deposits with federally insured commercial banks and at times cash balances may be in excess of federal insurance limits. Accounts receivable are stated at the amount the Company expects to collect. The Company generally does not require collateral or other security in support of accounts receivable. To reduce credit risk, management performs ongoing credit evaluations of its customers’ financial condition. Concentration of credit risk with respect to trade accounts receivable is considered to be limited due to the diversity of the Company’s customer base and geographic sales areas. As of July 31, 2021 and January 31, 2021, one customer individually accounted for 9% and 16% of accounts receivable, net, respectively. For the six months ended July 31, 2021 and 2020, there were no customers that represented 10% or more of total revenue. The Company’s revenue is concentrated in the infrastructure needed for charging EVs, an industry which is highly competitive and rapidly changing. Significant technological changes within the industry or customer requirements, or the emergence of competitive products with new capabilities or technologies, could adversely affect the Company’s operating results. | Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. Cash and cash equivalents are held in domestic and foreign cash accounts with large, creditworthy financial institutions. The Company has not experienced any losses on its deposits of cash and cash equivalents through deposits with federally insured commercial banks and at times cash balances may be in excess of federal insurance limits. Short-term investments consist of U.S. treasury bills that carry high-credit ratings and accordingly, minimal credit risk exists with respect to these balances. Accounts receivable are stated at the amount the Company expects to collect. The Company generally does not require collateral or other security in support of accounts receivable. To reduce credit risk, management performs ongoing credit evaluations of its customers’ financial condition. Concentration of credit risk with respect to trade accounts receivable is considered to be limited due to the diversity of the Company’s customer base and geographic sales areas. As of January 31, 2021, one customer individually accounted for 16% of accounts receivable, net. As of January 31, 2020, there were no customers that accounted for 10% or more of accounts receivable, net. For the years ended January 31, 2021, 2020, and 2019 there were no customers that represented 10% or more of total revenue. The Company’s revenue is concentrated in the infrastructure needed for charging EVs, an industry which is highly competitive and rapidly changing. Significant technological changes within the industry or customer requirements, or the emergence of competitive products with new capabilities or technologies, could adversely affect the Company’s operating results. In December 2019, COVID-19 COVID-19 COVID-19 While the duration and extent of the COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 While the Company has developed and continues to develop plans to help mitigate the potential negative impact of COVID-19, effectiveness of its efforts. Accordingly, it is not possible for the Company to predict the duration and ultimate extent to which this will affect its business, future results of operations, and financial condition at this time. |
Impact of COVID-19 | Impact of COVID-19 In March 2020, the World Health Organization characterized COVID-19 COVID-19, COVID-19 COVID-19 non-essential COVID-19 COVID-19 . | |
Segment Reporting | Segment Reporting The Company operates as one operating segment because its Chief Executive Officer, as the Company’s chief operating decision maker reviews its financial information on a consolidated basis for purposes of making decisions regarding allocating resources and assessing performance. | Segment Reporting Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company operates as one operating segment because its CODM, who is its Chief Executive Officer, reviews its financial information on a consolidated basis for purposes of making decisions regarding allocating resources and assessing performance. The Company has no segment managers who are held accountable by the CODM for operations, operating results, and planning for levels of components below the consolidated unit level. |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less, when purchased, to be cash equivalents. Cash equivalents may be invested in money market funds. Cash and cash equivalents are carried at cost, which approximates their fair value. Restricted cash of $0.4 million as of January 31, 2021 and 2020 and $0.5 million as of January 31, 2019 relates to cash deposits restricted under letters of credit issued in support of customer agreements. The reconciliation of cash, cash equivalents, and restricted cash to amounts presented in the consolidated statements of cash flows were as follows: January 31, 2021 2020 2019 (in thousands) Cash and cash equivalents $ 145,491 $ 72,753 $ 205,238 Restricted cash 400 400 460 Total cash, cash equivalents, and restricted cash $ 145,891 $ 73,153 $ 205,698 | |
Short-term Investments | Short-term Investments The Company considers investments with original maturities greater than three months and remaining maturities less than one year to be short-term investments. The Company’s short-term investments consist of U.S. treasury bills and are classified as available for sale and reported at fair value, with unrealized gains and losses recorded in accumulated other comprehensive income (loss). For short-term investments sold prior to maturity, the cost of investments sold is based on the specific identification method. Realized gains and losses on the sale of short-term investments are recorded in other income (expense), net in the consolidated statements of operations. Other-than-temporary Impairment The Company evaluates its short-term investments with unrealized losses for other-than-temporary impairment. When assessing short-term investments for other-than-temporary declines in value, the Company considers factors such as, among other things, the extent and length of time the investment’s fair value has been lower than its cost basis, the financial condition and near-term prospects of the investee, the Company’s ability and intent to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value, and the expected cash flows from the security. If any adjustment to fair value reflects a decline in the value of the investment that the Company considers to be “other than temporary,” the Company reduces the investment to fair value through a charge to the consolidated statements of operations and consolidated statements of comprehensive loss. No such adjustments were necessary during the periods presented. | |
Accounts Receivable, net | Accounts Receivable, net Accounts receivable are recorded at the invoiced amount and are non-interest one-time Beginning Additions Write-offs Ending (in thousands) Year ended January 31, 2021 Allowance for doubtful accounts $ 2,000 $ 121 $ (121 ) $ 2,000 Year ended January 31, 2020 Allowance for doubtful accounts $ 3,124 $ 339 $ (1,463 ) $ 2,000 Year ended January 31, 2019 Allowance for doubtful accounts $ 1,316 $ 1,812 $ (4 ) $ 3,124 | |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Cost is computed using standard cost, which approximates actual cost, on a first-in, first-out | |
Property and Equipment, net | Property and Equipment, net Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, as follows: Useful Lives Furniture and fixtures 3 to 5 years Computers and software 3 to 5 years Machinery and equipment 3 to 5 years Tooling 3 to 5 years Leasehold improvements Shorter of the estimated Owned and operated systems 5 to 7 years Leasehold improvements are amortized over the shorter of estimated useful lives of the assets or the lease term. Expenditures for repairs and maintenance are charged to expense as incurred. Upon disposition, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is reflected in the consolidated statements of operations. ChargePoint-as-a-Service | |
Internal-Use Software Development Costs | Internal-Use The Company capitalizes qualifying internal-use internal-use internal-use | |
Leases | Leases On February 1, 2019, the Company early adopted the requirements of Accounting Standards Update (“ASU”) 2016-02, Lessee The Company determines if a contract is a lease or contains a lease at the inception of the contract and reassesses that conclusion if the contract is modified. All leases are assessed for classification as an operating lease or a finance lease. Operating lease right-of-use The Company’s lease liabilities are recognized at the applicable lease commencement date based on the present value of the lease payments required to be paid over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate to discount the lease payments to present value. The estimated incremental borrowing rate is derived from information available at the lease commencement date. The Company’s ROU assets are also recognized at the applicable lease commencement date. The ROU asset equals the carrying amount of the related lease liability, adjusted for any lease payments made prior to lease commencement and lease incentives provided by the lessor. Variable lease payments are expensed as incurred and do not factor into the measurement of the applicable ROU asset or lease liability. The term of the Company’s leases equals the non-cancellable The Company’s lease contracts often include lease and non-lease non-lease The Company elected the package of practical expedients permitted under the transition guidance, which allows the Company to carry forward its historical lease classification, its assessment on whether a contract is or contains a lease, and its initial direct costs for any leases that existed prior to adoption of the new standard. The Company has elected, for all classes of underlying assets, not to recognize ROU assets and lease liabilities for leases with a term of twelve months or less. Lease cost for short-term leases is recognized on a straight-line basis over the lease term. Lessor The Company leases networked charging systems to customers within certain CPaaS contracts. The leasing arrangements the Company enters into with lessees are operating leases, and as a result, the underlying asset is carried at its carrying value as owned and operated systems within property and equipment, net on the consolidated balance sheets. Adoption of ASC 842 did not have a material impact on the Company’s accounting as a lessor. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates long-lived assets or asset groups for impairment whenever events indicate that the carrying amount of an asset or asset group may not be recoverable based on expected future cash flows attributable to that asset or asset group. Recoverability of assets held and used is measured by comparison of the carrying amounts of an asset or an asset group to the estimated future undiscounted cash flows which the asset or asset group is expected to generate. If the carrying amount of an asset or asset group exceeds estimated undiscounted future cash flows, then an impairment charge would be recognized based on the excess of the carrying amount of the asset or asset group over its fair value. Assets to be disposed of are reported at the lower of their carrying amount or fair value less costs to sell. There were no impairments of long-lived assets for the years ended January 31, 2021, 2020, and 2019. | |
Business Combinations | Business Combinations The total purchase consideration for an acquisition is measured as the fair value of the assets transferred, equity instruments issued, and liabilities assumed at the acquisition date. Costs that are directly attributable to the acquisition are expensed as incurred and included in general and administrative expense in the Company’s consolidated statements of operations. Identifiable assets (including intangible assets), liabilities assumed (including contingent liabilities), and noncontrolling interests in an acquisition are measured initially at their fair values at the acquisition date. The Company recognizes goodwill if the fair value of the total purchase consideration and any noncontrolling interests is in excess of the net fair value of the identifiable assets acquired and the liabilities assumed. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, cost of capital, future cash flows, and discount rates. The Company’s estimates of fair value are based on assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. The Company includes the results of operations of the acquired business in the consolidated financial statements beginning on the acquisition date. | |
Goodwill | Goodwill Goodwill represents the excess of the purchase price of an acquired busines s over at least annually, in the second quarter, or whenever events or changes in circumstances indicate | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as an exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Assets and liabilities measured at fair value are classified into the following categories based on the inputs used to measure fair value: • (Level 1) — Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; • (Level 2) — Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly; and • (Level 3) — Inputs that are unobservable for the asset or liability. The Company classifies financial instruments in Level 3 of the fair value hierarchy when there is reliance on at least one significant unobservable input to the valuation model. In addition to these unobservable inputs, the valuation models for Level 3 financial instruments typically also rely on a number of inputs that are readily observable, either directly or indirectly. The Company’s assessment of a particular input to the fair value measurement requires management to make judgments and consider factors specific to the asset or liability. The fair value hierarchy requires the use of observable market data when available in determining fair value. The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each period. There were no transfers between levels during the periods presented. The Company had no material non-financial assets non-recurring basis The carrying values of the Company’s cash eq uivalents, account net | Fair Value of Financial Instruments Fair value is defined as an exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Assets and liabilities measured at fair value are classified into the following categories based on the inputs used to measure fair value: • (Level 1) — Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; • (Level 2) — Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly; and • (Level 3) — Inputs that are unobservable for the asset or liability. The Company classifies financial instruments in Level 3 of the fair value hierarchy when there is reliance on at least one significant unobservable input to the valuation model. In addition to these unobservable inputs, the valuation models for Level 3 financial instruments typically also rely on a number of inputs that are readily observable, either directly or indirectly. The Company’s assessment of a particular input to the fair value measurement requires management to make judgments and consider factors specific to the asset or liability. The fair value hierarchy requires the use of observable market data when available in determining fair value. The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each period. There were no transfers between levels during the periods presented. The Company had no material non-financial non-recurring The carrying values of the Company’s cash equivalents, short-term investments, accounts receivable, net, accounts payable, and accrued and other current liabilities approximate fair value based on the highly liquid, short-term nature of these instruments. |
Redeemable Convertible Preferred Stock Warrants | Redeemable Convertible Preferred Stock Warrants Warrants to purchase shares of the Company’s Series B, D, and E redeemable convertible preferred stock are classified as liabilities as the underlying redeemable convertible preferred stock is considered redeemable and may require the Company to transfer assets upon exercise. Redeemable convertible preferred stock warrants are recorded within noncurrent liabilities on the consolidated balance sheets. The warrants were recorded at fair value upon issuance and are subject to remeasurement to fair value at each balance sheet date. Changes in fair value of the redeemable convertible preferred stock warrant liability are recorded in the consolidated statements of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants, conversion of redeemable convertible preferred stock into common stock, or until the redeemable convertible preferred stock is otherwise no longer redeemable. At that time, the redeemable convertible preferred stock warrant liability will be reclassified to redeemable convertible preferred stock or additional paid-in | |
Common Stock Warrants | Common Stock Warrants Warrants to purchase shares of the Company’s common stock are equity classified and recognized within additional paid-in paid-in | |
Revenue Recognition | Revenue Recognition On February 1, 2019, the Company early adopted ASU No. 2014-09. • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when, or as, the Company satisfies a performance obligation. Significant judgment and estimates are necessary for the allocation of the proceeds received from an arrangement to the multiple performance obligations and the appropriate timing of revenue recognition. The Company enters into contracts with customers that regularly include promises to transfer multiple products and services, such as charging systems, software subscriptions, extended maintenance, and professional services. For arrangements with multiple products or services, the Company evaluates whether the individual products or services qualify as distinct performance obligations. In its assessment of whether products or services are a distinct performance obligation, the Company determines whether the customer can benefit from the product or service on its own or with other readily available resources and whether the service is separately identifiable from other products or services in the contract. This evaluation requires the Company to assess the nature of each of its networked charging systems, subscriptions, and other offerings and how each is provided in the context of the contract, including whether they are significantly integrated which may require judgment based on the facts and circumstances of the contract. The transaction price for each contract is determined based on the amount the Company expects to be entitled to receive in exchange for transferring the promised products or services to the customer. Collectability of revenue is reasonably assured based on historical evidence of collectability of fees the Company charges its customers. The transaction price in the contract is allocated to each distinct performance obligation in an amount that represents the relative amount of consideration expected to be received in exchange for satisfying each performance obligation. Revenue is recognized when performance obligations are satisfied. Revenue is recorded based on the transaction price excluding amounts collected on behalf of third-parties such as sales taxes, which are collected on behalf of and remitted to governmental authorities, or driver fees, collected on behalf of customers who offer public charging for a fee. When agreements involve multiple distinct performance obligations, the Company accounts for individual performance obligations separately if they are distinct. The Company applies significant judgment in identifying and accounting for each performance obligation, as a result of evaluating terms and conditions in contracts. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. The Company determines SSP based on observable standalone selling price when it is available, as well as other factors, including the price charged to its customers, its discounting practices, and its overall pricing objectives, while maximizing observable inputs. In situations where pricing is highly variable, or a product is never sold on a stand-alone basis, the Company estimates the SSP using the residual approach. The Company usually bills its customers at the onset of the arrangement for both the products and a predetermined period of time for services. Contracts for services typically range from annual to multi-year agreements with typical payment terms of 30 to 90 days. Networked charging systems revenue Networked charging systems revenue includes revenue related to the deliveries of EV charging system infrastructure. The Company recognizes revenue from sales of networked charging systems upon shipment to the customer, which is when the performance obligation has been satisfied. Subscriptions revenue Subscriptions revenue consists of services related to Cloud, as well as extended maintenance service plans under Assure. Subscriptions revenue also consists of CPaaS revenue, which combines the customer’s use of the Company’s owned and operated systems with Cloud and Assure programs into a single subscription. CPaaS subscriptions contain a lease for the customer’s use of the Company’s owned and operated systems unless the location allows the Company to receive incremental economic benefit from regulatory credits earned on that owned and operated system. Lessor revenue relates to operating leases and historically has not been material. Subscriptions revenue is recognized over time on a straight-line basis as the Company has a stand-ready obligation to deliver such services to the customer. Other revenue Other revenue consists of fees received for transferring regulatory credits earned for participating in low carbon fuel programs in approved states, charging related fees received from drivers using charging sites owned and operated by the Company, net transaction fees earned for processing payments collected on driver charging sessions at charging sites owned by ChargePoint customers, and other professional services. Revenue from regulatory credits is recognized at the point in time the regulatory credits are transferred. Revenue from fees for owned and operated sites is recognized over time on a straight-line basis over the performance period of the service contract as the Company has a stand-ready obligation to deliver such services. Revenue from driver charging sessions and charging transaction fees is recognized at the point in time the charging session or transaction is completed. Revenue from professional services is recognized as the services are rendered. Revenue Recognition (ASC 605) During the fiscal year ended January 31, 2019, the Company recognized revenue under ASC Topic 605, Revenue Recognition (“ASC 605”) when persuasive evidence of an arrangement existed, delivery had occurred, the fee was fixed or determinable, and collectability was probable. Revenue for this period was generally recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. When a sales arrangement contained multiple elements, the Company first determined whether the delivered items qualify as separate units of accounting. A delivered item qualified as a separate unit of accounting when it had value to the customer on a standalone basis and when an arrangement included a general right of return relative to the delivered item, delivery, or performance of any undelivered items was considered probable or substantially in control of the Company. The Company then allocated revenue to each separate unit of accounting based on the relative selling price method and using the established selling price hierarchy. The selling price for a unit of accounting was based on its vendor specific objective evidence (“VSOE”), if available, third-party evidence (“TPE”) if VSOE was not available, or best estimate of selling price (“ESP”) if neither VSOE nor TPE was available. The Company generally utilized ESP. The objective of ESP was to determine the price at which the Company would transact a sale if the product or service were sold on a standalone basis. ESP was generally used for new or highly customized offerings and solutions or offerings not priced within a narrow range, and it applied to a large proportion of the Company’s arrangements with multiple deliverables. The process for determining ESP requires judgment and considers multiple factors that may vary over time depending upon the unique facts and circumstances related to each deliverable. Lessor Revenue The leasing arrangements the Company enters into with lessees are operating leases. The Company recognizes operating lease revenue on a straight-line basis over the lease term and expenses deferred initial direct costs on the same basis. Operating lease revenue is classified as subscriptions revenue in the Company’s consolidated statements of operations. Operating lease revenue and the future maturities of lease payments from lessees was not material to the consolidated financial statements for all periods presented. | |
Remaining Performance Obligations | Remaining Performance Obligations Remaining performance obligations represents the amount of contracted future revenue not yet recognized as the amounts relate to undelivered performance obligations, including both deferred revenue and non-cancellable contracted and are paid up-front . | Remaining Performance Obligations Remaining performance obligations represents the amount of contracted future revenue not yet recognized as the amounts relate to undelivered performance obligations, including both deferred revenue and non-cancelable |
Deferred Revenue | Deferred Revenue Deferred revenue represents billings or payments received in advance of revenue recognition and is recognized in revenue upon transfer of control. Balances consist primarily of Cloud Services and Assure services not yet provided as of the balance sheet date. Contract assets, which represent services provided or products transferred to customers in advance of the date the Company has a right to invoice, are netted against deferred revenue on a customer-by-customer basis. twelve-month non-current Total current and non-current deferred revenue was million as of July 31, 2021 and January 31, 2021, respectively. The Company recognized $7.7 million and $4.6 million of revenue during the three months ended July 31, 2021 and July 31, 2020, and million of revenue during the six months ended July 31, 2021 and July 31, 2020, respectively, that was included in the deferred revenue balance at the beginning of the period. | Deferred Revenue Deferred revenue represents billings or payments received in advance of revenue recognition and is recognized in revenue upon transfer of control. Balances consist primarily of software subscription services and extended Assure maintenance services not yet provided as of the balance sheet date. Contract assets, which represent services provided or products transferred to customers in advance of the date the Company has a right to invoice, are netted against deferred revenue on a customer-by-customer |
Cost of Revenue | Cost of Revenue Cost of networked charging systems revenue includes the material costs for parts and manufacturing costs for the hardware products, compensation, including salaries and related personnel expenses, including stock-based compensation, warranty provisions, depreciation of manufacturing related equipment and facilities, amortization of capitalized internal-use Cost of subscriptions revenue includes network and wireless connectivity costs for subscription services, field maintenance costs for Assure to support the Company’s network of systems, depreciation of owned and operated systems used in CPaaS arrangements, amortization of capitalized internal-use | |
Costs to Obtain a Customer Contract | Costs to Obtain a Customer Contract Sales commissions are considered incremental and recoverable costs of acquiring customer contracts. Beginning at the Company’s adoption of ASC 606 on February 1, 2019, incremental and recoverable costs for the sale of cloud enabled software and extended maintenance service plans are capitalized as deferred contract acquisition costs within prepaid expenses and other current assets and other assets on the consolidated balance sheets and amortized on a straight-line basis over the anticipated benefit period of five years. The benefit period was estimated by taking into consideration the length of customer contracts, renewals, technology lifecycle, and other factors. This amortization is recorded within sales and marketing expense in the Company’s consolidated statements of operations. The sales commissions paid related to the sale of networked charging systems are expensed as incurred. The Company elected the practical expedient that permits the Company to apply ASC Subtopic 340-40, 340-40 Changes in the deferred contract acquisition costs during the years ended January 31, 2021 and 2020 were as follows: (in thousands) Balance upon adoption of ASC 340 on February 1, 2019 $ 2,189 Capitalization of deferred contract acquisition costs 2,318 Amortization of deferred contract acquisition costs (675 ) Balance as of January 31, 2020 $ 3,832 Capitalization of deferred contract acquisition costs 2,908 Amortization of deferred contract acquisition costs (1,206 ) Balance as of January 31, 2021 $ 5,534 Deferred acquisition costs capitalized on the consolidated balance sheets were as follows: January 31 2021 2020 (in thousands) Deferred contract acquisition costs, current $ 1,550 $ 1,013 Deferred contract acquisition costs, noncurrent 3,984 2,819 Total deferred contract acquisition costs $ 5,534 $ 3,832 | |
Research and Development | Research and Development Research and development expenses consist primarily of salary and related expenses, including stock-based compensation, for personnel related to the development of improvements and expanded features for the Company’s products and services, as well as quality assurance, testing, product management, amortization of capitalized internal-use | |
Stock-based Compensation | Stock-based Compensation The Company measures and recognizes compensation expense for all stock-based awards, including stock options and restricted common stock, granted to employees and directors based on the estimated fair value of the awards on the date of grant. The fair value of each stock option award is estimated on the grant date using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of highly subjective assumptions, including the fair value of the underlying common stock, the expected term of the option, the expected volatility of the price of the Company’s common stock, risk-free interest rates, and the expected dividend yield of the Company’s common stock. The assumptions used to determine the fair value of the awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. The Company amortizes the fair value of each stock award on a straight-line basis over the requisite service period of the awards. Stock-based compensation expense is based on the value of the portion of stock-based awards that is ultimately expected to vest. As such, the Company’s stock-based compensation is reduced for the estimated forfeitures at the date of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. | |
Advertising | Advertising The Company expenses the costs of advertising, including promotional expenses, as incurred. Advertising expenses for the years ended January 31, 2021, 2020, and 2019 were not material. | |
Warranty | Warranty The Company provides standard warranty coverage on its products for twelve months, providing parts necessary to repair the systems during the warranty period. The Company accounts for the estimated warranty cost as a charge to networked charging systems cost of revenue when revenue is recognized. The estimated warranty cost is based on historical and predicted product failure rates and repair expenses. Warranty expense for the years ended January 31, 2021, 2020, and 2019 was $3.4 million, $2.8 million, and $2.0 million, respectively. In addition, the Company offers paid-for | |
Foreign Currency | Foreign Currency The functional currency of the Company’s foreign subsidiaries is generally the local currency. The translation of foreign currencies into U.S. dollars is performed for monetary assets and liabilities at the end of each reporting period based on the then current exchange rates. Non-monetary | |
Income Taxes | Income Taxes The Company uses the asset and liability method in accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax asset and liability. Valuation allowances are established when necessary to reduce deferred tax assets where it is more likely than not that the deferred tax assets will not be realized. In evaluating the Company’s ability to recover deferred tax assets, the Company considers all available positive and negative evidence, including historical operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination by the taxing authorities, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. | |
Net Loss per Share Attributable to Common Stockholders | Net Loss per Share Attributable to Common Stockholders Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class two-class two-class | |
Accounting Pronouncements | Accounting Pronouncements The Company can adopt new or revised accounting guidance as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as non-public business when permissible, the Company has elected to adopt new or revised accounting guidance within t he non-public business Recently Issued Accounting Standards Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, No. 2019-04. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, step-up in period is In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) 815-40), | Accounting Pronouncements The Company is provided the option to adopt new or revised accounting guidance as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as non-public non-public Recently Adopted Accounting Standards In June 2018, the FASB issued ASU No. 2018-13, In August 2018, the FASB issued 2018-15, 350-40): Arrangement That Is a Service Contract,” which reduces complexity of the accounting for costs of implementing a cloud computing service arrangement. The guidance is effective for annual reporting periods beginning after December 15, 2020. The Company early adopted this guidance at the beginning of fiscal year 2021. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements and disclosures. In March 2020, the FASB issued ASU 2020-04, In May 2014, the FASB issued ASC 606 with several subsequent amendments. ASC 606 amends the existing accounting standards for revenue recognition. The new guidance provides a new model to determine when and over what period revenue is recognized. Revenue is recognized for the transfer of promised goods or services to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company early adopted the new revenue standard as of February 1, 2019 using the modified retrospective approach. The impact of the adoption was not material to the Company’s consolidated financial statements and disclosures. Comparative information prior to the date of adoption has not been restated and continues to be reported under the accounting standards in effect for those periods. With the adoption of ASC 606 the Company also early adopted ASC 340 which requires the deferral of incremental costs of obtaining a customer contract which, under the old guidance, were expensed as incurred. The guidance requires the deferral of incremental contract acquisition costs and subsequent amortization over the expected period of benefit. The benefit period was estimated by taking into consideration the length of customer contracts, renewals, technology lifecycle, and other factors. The amortization of these costs is charged to sales and marketing expenses in the consolidated statements of operations. The cumulative impact of ASC 340 adoption on February 1, 2019 resulted in an increase of $2.2 million in total assets related to costs to obtain customer contracts that were previously expensed as incurred but would have been capitalized under ASC 340. Upon adoption, the Company recorded the cumulative impact of adoption as an adjustment to the Company’s accumulated deficit on February 1, 2019. Prior periods were not retroactively adjusted. The adoption of ASC 340 resulted in a net decrease in sales and marketing expenses due to the capitalization and related amortization of deferred contract acquisition costs that would have been expensed as incurred prior to adoption. During the year ended January 31, 2020, the adoption of ASC 340 resulted in offsetting changes within operating assets and liabilities and had no net impact on the consolidated statements of cash flows. In February 2016, the FASB issued ASC 842. The guidance is effective for annual reporting periods for non-public The Company has early adopted ASC 842 as of February 1, 2019 on a modified retrospective basis. Prior period amounts were not adjusted and continue to be reported in accordance with our historic accounting under previous lease guidance, ASC 840, Leases. Upon adopting ASC 842 at the beginning of the fiscal year ended January 31, 2020, as a lessee, the Company recognized operating lease right-of-use For lessor accounting, the impact was not material to the Company’s consolidated financial statements and disclosures. In January 2017, the FASB issued ASU No. 2017-04, two-step tax-deductible In July 2017, the FASB issued ASU No. 2017-11, In February 2018, the FASB issued ASU No. 2018-02, In June 2018, the FASB issued ASU No. 2018-07, Non-Employee non-employees non-employees Recently Issued Accounting Standards Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, No. 2019-04. In November 2018, the FASB issued ASU No. 2018-18, unit-of-account In December 2019, the FASB issued ASU 2019-12, step-up In August 2020, the FASB issued ASU 2020-06, 470-20) 815-40),” In October 2020, the FASB issued ASU 2020-08, 310-20 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Reconciliation of Cash, Cash Equivalents, And Restricted Cash | The reconciliation of cash, cash equivalents, and restricted cash to amounts presented in the consolidated statements of cash flows were as follows: January 31, 2021 2020 2019 (in thousands) Cash and cash equivalents $ 145,491 $ 72,753 $ 205,238 Restricted cash 400 400 460 Total cash, cash equivalents, and restricted cash $ 145,891 $ 73,153 $ 205,698 |
Schedule of Allowance for Doubtful Accounts | The change in the allowance for doubtful accounts for the years ended January 31, 2021, 2020, and 2019 was as follows: Beginning Additions Write-offs Ending (in thousands) Year ended January 31, 2021 Allowance for doubtful accounts $ 2,000 $ 121 $ (121 ) $ 2,000 Year ended January 31, 2020 Allowance for doubtful accounts $ 3,124 $ 339 $ (1,463 ) $ 2,000 Year ended January 31, 2019 Allowance for doubtful accounts $ 1,316 $ 1,812 $ (4 ) $ 3,124 |
Schedule of Estimated Useful Lives | Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, as follows: Useful Lives Furniture and fixtures 3 to 5 years Computers and software 3 to 5 years Machinery and equipment 3 to 5 years Tooling 3 to 5 years Leasehold improvements Shorter of the estimated Owned and operated systems 5 to 7 years |
Schedule of Deferred Acquisition Costs | Changes in the deferred contract acquisition costs during the years ended January 31, 2021 and 2020 were as follows: (in thousands) Balance upon adoption of ASC 340 on February 1, 2019 $ 2,189 Capitalization of deferred contract acquisition costs 2,318 Amortization of deferred contract acquisition costs (675 ) Balance as of January 31, 2020 $ 3,832 Capitalization of deferred contract acquisition costs 2,908 Amortization of deferred contract acquisition costs (1,206 ) Balance as of January 31, 2021 $ 5,534 Deferred acquisition costs capitalized on the consolidated balance sheets were as follows: January 31 2021 2020 (in thousands) Deferred contract acquisition costs, current $ 1,550 $ 1,013 Deferred contract acquisition costs, noncurrent 3,984 2,819 Total deferred contract acquisition costs $ 5,534 $ 3,832 |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Business Combinations [Abstract] | |
Summary of number of shares of common stock issued immediately following the consummation of the Business Combination | The number of shares of Common Stock issued immediately following the consummation of the Merger was as follows: Shares Common stock of Switchback, outstanding prior to Merger 39,264,704 Less redemption of Switchback shares (33,009 ) Less surrender of Switchback Founder Shares (984,706 ) Common stock of Switchback 38,246,989 Shares issued in PIPE 22,500,000 Merger and PIPE financing shares (1) 60,746,989 Legacy ChargePoint shares (2) 217,021,368 Total shares of common stock immediately after Merger 277,768,357 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Jan. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||
Schedule of company's assets that are measured at fair value on a recurring basis | The Company’s assets and liabilities that were measured at fair value on a recurring basis were as follows: Gross Unrealized Reported as: January 31, 2021 Amortized Gains Losses Fair Value Cash and cash Short-term (in thousands) Cash $ 35,788 $ — $ — $ 35,788 $ 35,788 $ — Level 1 Money market funds 109,703 — — 109,703 109,703 — Total assets measured at fair value on a recurring basis $ 145,491 $ — $ — $ 145,491 $ 145,491 $ — Gross Unrealized Reported as: January 31, 2020 Amortized Gains Losses Fair Value Cash and cash Short-term (in thousands) Cash $ 33,266 $ — $ — $ 33,266 $ 33,266 $ — Level 1 Money market funds 39,487 — — 39,487 39,487 — Level 2 U.S. treasury bills 47,014 23 — 47,037 — 47,037 Total assets measured at fair value on a recurring basis $ 119,767 $ 23 $ — $ 119,790 $ 72,753 $ 47,037 | |
Summary Of Company's assets and liabilities that were measured at fair value on a recurring basis | The Company’s assets and liabilities that were measured at fair value on a recurring basis were as follows: Fair Value Measured as of July 31, 2021 Level 1 Level 2 Level 3 Total (in thousands) Assets Money market funds $ 454,713 $ — $ — $ 454,713 Total financial assets $ 454,713 $ — $ — $ 454,713 Liabilities Common stock warrant liabilities (Private Placement) $ — $ — $ 26,868 $ 26,868 Total financial liabilities $ — $ — $ 26,868 $ 26,868 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 | |
Summary of changes in the fair value of Level 3 financial statements | The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments: Redeemable Private Earnout (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 49,264 84,420 Reclassification of warrants to stockholders’ equity (deficit) due to exercise — 51,756 — 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 Fair value as of July 31, 2021 $ — $ (26,868 ) $ — |
Composition of Certain Financ_2
Composition of Certain Financial Statement Items (Tables) | 6 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Jan. 31, 2021 | |
Composition Of Certain Financial Statement Items [Abstract] | ||
Summary of inventories | Inventories consisted of the following: July 31, 2021 January 31, 2021 (in thousands) Raw materials $ 8,421 $ 13,029 Work — 68 Finished goods 19,495 20,495 Total Inventories $ 27,916 $ 33,592 | Inventories consisted of the following: January 31, 2021 2020 (in thousands) Raw materials $ 13,029 $ 11,335 Work-in-progress 68 — Finished goods 20,495 14,084 Total Inventories $ 33,592 $ 25,419 |
Summary of property plant and equipment, net | Property and equipment, net consisted of the following: July 31, 2021 January 31, 2021 (in thousands) Furniture and fixtures $ 899 $ 1,594 Computers and software 5,843 5,384 Machinery and equipment 12,140 10,605 Tooling 9,666 7,705 Leasehold improvements 9,680 9,398 Owned and operated systems 20,582 17,703 Construction in progress 2,760 2,462 61,570 54,851 Less: Accumulated depreciation (29,305 ) (24,863 ) Total Property and Equipment, Net $ 32,265 $ 29,988 | Property and equipment, net consisted of the following: January 31, 2021 2020 (in thousands) Furniture and fixtures $ 1,594 $ 1,347 Computers and software 5,384 4,350 Machinery and equipment 10,605 7,614 Tooling 7,705 6,299 Leasehold improvements 9,398 8,869 Owned and operated systems 17,703 8,422 Construction in progress 2,462 5,796 54,851 42,697 Less: Accumulated depreciation (24,863 ) (14,756 ) Total Property and Equipment, Net $ 29,988 $ 27,941 |
Summary of accrued and other current liabilities | Accrued and other current liabilities consisted of the following: July 31, 2021 January 31, 2021 (in thousands) Accrued expenses $ 19,113 $ 18,404 Refundable customer deposits 7,488 6,482 Taxes payable 6,495 5,213 Payroll and related expenses 7,372 7,547 Warranty accruals 3,100 3,000 Operating lease liabilities, current 3,130 2,393 Other liabilities 5,282 4,123 Total Accrued and Other Current Liabilities $ 51,980 $ 47,162 | Accrued and other current liabilities consisted of the following: January 31, 2021 2020 (in thousands) Accrued expenses $ 18,404 $ 11,335 Refundable customer deposits 6,482 5,241 Payroll and related expenses 7,547 6,727 Taxes payable 5,213 5,348 Operating lease liabilities, current 2,393 3,979 Warranty accruals 3,000 2,000 Other liabilities 4,123 3,029 Total Accrued and Other Current Liabilities $ 47,162 $ 37,659 |
Summary of revenue | Revenue consisted of the following: Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 (in thousands) (in thousands) United States $ 51,109 $ 32,347 $ 86,219 $ 62,638 Rest of World 5,012 2,610 10,412 5,095 Total revenue $ 56,121 $ 34,957 $ 96,631 $ 67,733 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Leases [Abstract] | |
Schedule of Lease Balances | As of January 31, 2021 and 2020, lease balances were as follows: January 31, 2021 2020 (in thousands) Operating leases Operating lease right-of-use $ 21,817 $ 10,269 Operating lease liabilities, current 2,286 3,979 Operating lease liabilities, noncurrent 22,459 8,230 Total operating lease liabilities $ 24,745 $ 12,209 |
Maturities of Operating Leases | Maturities of the operating lease liabilities as of January 31, 2021 were as follows: (in thousands) Years Ending January 31, 2022 $ 4,719 2023 5,123 2024 4,334 2025 4,152 2026 3,833 Thereafter 13,855 Total undiscounted operating lease payments $ 36,016 Less: imputed interest (11,271 ) Total operating lease liabilities $ 24,745 Maturities of the operating lease liabilities as of January 31, 2020 were as follows: (in thousands) Years Ending January 31, 2021 $ 4,849 2022 4,809 2023 2,671 2024 268 2025 292 Thereafter 1,341 Total undiscounted operating lease payments $ 14,230 Less: imputed interest (2,021 ) Total operating lease liabilities $ 12,209 |
Schedule of Other Supplemental Information of Lease Term and Discount Rate | Other supplemental information as of January 31, 2021 and 2020 was as follows: January 31, 2021 2020 Lease Term and Discount Rate Weighted-average remaining operating lease term (years) 7.5 3.7 Weighted-average operating lease discount rate 7.9 % 8.7 % |
Summary of Other Lease Supplemental Cash Flow Information | Other supplemental cash flow information for the years ended January 31, 2021 and January 31, 2020 was as follows: Year ended January 31, 2021 2020 (in thousands) Supplemental Cash Flow Information Cash paid for amounts in the measurement of operating lease liabilities $ 4,226 $ 4,527 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Future Principal Payments | Total future principal payments under all borrowings as of January 31, 2021 were as follows: (in thousands) Years Ending January 31, 2022 11,667 2023 17,500 2024 5,833 Total payments $ 35,000 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of future payments under the non-cancellable operating lease | The following table presents future payments of lease liabilities under the Company’s non-cancelable (in 2022 (remaining six months) $ 2,759 2023 5,111 2024 4,329 2025 4,153 2026 3,837 Thereafter 13,871 Total undiscounted operating lease payments 34,060 Less: imputed interest (9,348 ) Total operating lease liabilities 24,712 Less: current portion of operating lease liabilities (3,130 ) Operating lease liabilities, noncurrent $ 21,582 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Equity [Abstract] | |
Schedule Of Redeemable Convertible Preferred Stock | Redeemable convertible preferred stock as of January 31, 2021, 2020, and 2019, respectively, consisted of the following: January 31, 2021 Shares Liquidation Preference Carrying Value Authorized Outstanding Series A 29,027 29,027 $ 3,746 $ 3,697 Series B 132,831 130,146 13,993 13,947 Series C 45,222 45,222 13,068 13,039 Series D 45,744,194 44,307,263 54,946 49,469 Series E 22,578,525 21,772,150 54,000 26,795 Series F 23,611,372 23,611,372 59,000 58,624 Series G 28,533,636 28,533,636 125,000 124,745 Series H 42,154,388 42,154,388 240,000 229,925 Series H-1 22,351,053 22,351,053 129,795 95,456 185,180,248 182,934,257 $ 693,548 $ 615,697 January 31, 2020 Shares Liquidation Preference Carrying Value Authorized Outstanding Series A 29,027 29,027 $ 3,746 $ 3,697 Series B 132,831 130,146 13,993 13,947 Series C 45,222 45,222 13,068 13,039 Series D 45,744,194 44,307,262 54,946 49,469 Series E 22,578,525 21,772,150 54,000 26,795 Series F 23,611,372 23,611,372 59,000 58,624 Series G 28,533,636 28,533,636 125,000 124,745 Series H 42,154,388 42,154,388 240,000 229,925 162,829,195 160,583,203 $ 563,753 $ 520,241 January 31, 2019 Shares Liquidation Preference Carrying Value Authorized Outstanding Series A 29,027 29,027 $ 3,746 $ 3,697 Series B 132,831 130,146 13,993 13,947 Series C 45,222 45,222 13,068 13,039 Series D 45,744,194 44,307,263 54,946 49,469 Series E 22,578,525 21,772,150 54,000 26,795 Series F 23,611,372 23,611,372 59,000 58,624 Series G 28,533,636 28,533,636 125,000 124,745 Series H 42,154,388 39,519,737 225,000 215,169 162,829,195 157,948,553 $ 548,753 $ 505,485 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax provision | The components of the provision for (benefit from) income taxes were as follows: Year Ended January 31, 2021 2020 2019 (in thousands) Current Federal $ — $ — $ — State 47 35 — Foreign 151 189 119 Total current $ 198 $ 224 $ 119 Deferred Federal $ — $ — $ — State — — — Foreign — — — Total deferred — — — Total provision for income taxes $ 198 $ 224 $ 119 |
Schedule of net deferred tax assets | The significant components of the Company’s deferred tax assets and liabilities as of January 31, 2021 and 2020 were as follows: Year Ended January 31, 2021 2020 (in thousands) Deferred tax assets: Net operating losses $ 114,154 $ 105,663 Research & development credits 12,054 14,320 Deferred revenue 15,270 6,968 Accruals and reserves $ 8,102 $ 6,692 Stock-based compensation 980 653 Operating lease liabilities 6,999 3,370 Total deferred tax assets 157,559 137,666 Less: valuation allowance (150,991 ) (134,337 ) Deferred tax liabilities: Depreciation and amortization (375 ) (489 ) Operating lease right-of-use (6,186 ) (2,834 ) Total deferred tax liabilities (6,561 ) (3,323 ) Net deferred tax assets $ 7 $ 6 |
Schedule of reconciliation of the statutory federal income tax rate to the Company's effective tax rate | A reconciliation of the U.S. federal statutory rate to the Company’s effective tax rate was as follows: Year Ended January 31, 2021 2020 2019 Tax at federal statutory rate 21.0 % 21.0 % 21.0 % Permanent differences (0.6 )% (1.5 )% (0.8 )% Warrant Mark to Market (7.8 )% (0.1 )% (0.1 )% Stock-based compensation (0.2 )% (0.2 )% (0.2 )% Change in valuation allowance (13.6 )% (21.1 )% (21.9 )% Research and development tax credits 1.1 % 1.8 % 1.9 % Effective tax rate (0.1 )% (0.1 )% (0.1 )% |
Schedule of Net Loss Before Income Taxes | The components of net loss before income taxes were as follows: Year Ended January 31, 2021 2020 2019 (in thousands) Domestic $ (197,908 ) $ (134,578 ) $ (108,663 ) Foreign 1,082 475 695 Net loss before income taxes $ (196,826 ) $ (134,103 ) $ (107,968 ) |
Summary of Unrecognized Tax Benefits | The following table summarizes the activity related to unrecognized tax benefits as follows: Year Ended January 31, 2021 2020 2019 (in thousands) Unrecognized tax benefits — beginning $ 10,153 $ 6,884 $ 4,445 Gross decreases — prior period tax position (3,620 ) — — Gross increases — current period tax position 2,869 3,269 2,439 Unrecognized tax benefits — ending $ 9,402 $ 10,153 $ 6,884 |
Common Stock (Tables)
Common Stock (Tables) | 6 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Jan. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
Summary Of Common Stock Capital Shares Reserved For Future Issuance | Shares of Common Stock reserved for future issuance, on an as-if converted July 31, 2021 Stock options issued and outstanding 26,401,717 Restricted stock units outstanding 4,017,149 Common stock warrants outstanding 39,249,702 Shares available for grant under 2021 Equity Incentive Plan 40,878,653 Shares available for grant under 2021 ESPP 8,177,683 Total shares of common stock reserved 118,724,904 | Shares of common stock reserved for future issuance on an as-if January 31, 2021 2020 Conversion of redeemable convertible preferred stock 193,037,715 170,686,661 Stock options issued and outstanding 30,167,178 34,883,465 Redeemable convertible preferred stock warrants outstanding 2,358,546 2,358,546 Common stock warrants outstanding 36,402,515 14,051,462 Shares available for grant under 2017 Stock Option Plan 4,528,391 5,844,909 Total shares of common stock reserved 266,494,345 227,825,043 |
Stock Warrants and Earnouts (Ta
Stock Warrants and Earnouts (Tables) | 6 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Jan. 31, 2021 | |
Stock Warrants And Earnouts [Abstract] | ||
Summary of Fair Value Measurement Inputs and Valuation Techniques | The Level 3 fair value inputs used in the recurring valuation of the redeemable convertible preferred stock warrant liability were as follows: February 26, (Merger Date) January 31, 2021 Expected volatility 84.3 % 80.5 % Risk-free interest rate 0.0 % 0.1 % Dividend rate 0.0 % 0.0 % Expected term (years) 0.0 1.4 | The Level 3 fair value inputs used in the recurring valuation of the redeemable convertible preferred stock warrant liability were as follows: January 31, 2021 2020 2019 Expected volatility 80.5 % 58.4 % 65.0 % Risk-free interest rate 0.1 % 1.6 % 2.8 % Dividend rate 0.0 % 0.0 % 0.0 % Expected term (years) 1.4 2.0 2.0 |
Summary of Fair Value Private Placement Warrants Basis Valuation Techniques | The Private Placement Warrants were valued using the following assumptions under the July 31, 2021 February 26, 2021 Market price of public stock $ 23.65 $30.83 Exercise price $ 11.50 $11.50 Expected term (years) 4.6 5.0 Volatility 70.2 % 73.5 % Risk-free interest rate 0.6 % 0.8 % Dividend rate 0.0 % 0.0 % | |
Summary of Assumed Public Warrants | Activity of warrants is set forth below: Legacy Common (1) Private Public Total Common Stock (1) Outstanding as of January 31, 2021 38,761,031 — — 38,761,031 Common Stock Warrants as Part of the Merger — 6,521,568 10,470,562 16,992,130 Warrants Exercised (1,685,185 ) (4,347,712 ) (10,226,081 ) (16,258,978 ) Warrants Redeemed — — (244,481 ) (244,481 ) Outstanding as of July 31, 2021 37,075,846 2,173,856 — 39,249,702 (1) The shares (and the warrants’ exercise prices) subject to the Company’s Legacy common and preferred stock warrants were restated to reflect the exchange ratio of approximately 0.9966 established in the Merger Agreement as discussed in Note 3. | |
Summary of Fair Value Earnout Liability Basis Valuation Techniques | Assumptions used in the valuation are described below. March 12, 2021 February 26, 2021 Current stock price $ 27.84 $ 30.83 Expected volatility 72.00 % 71.60 % Risk-free interest rate 0.85 % 0.75 % Dividend rate 0.00 % 0.00 % Expected term (years) 4.96 5.00 | |
Schedule of Warrants Issued and Outstanding | Warrants issued and outstanding as of January 31, 2021 and 2020 consisted of the following: Common Stock Warrants January 31, 2021 Outstanding Warrants Number of Exercise Expiration Date Common Stock 22,351,053 $ 6.02 7/31/2030 – 8/6/2030 Common Stock 14,051,462 $ 9.03 11/16/2028 – 2/14/2029 Total outstanding common stock warrants 36,402,515 January 31, 2020 Outstanding Warrants Number of Exercise Expiration Date Common Stock 14,051,462 $ 9.03 11/16/2028 – 2/14/2029 Total outstanding common stock warrants 14,051,462 | |
Schedule of Outstanding Redeemable Convertible Preferred Stock Warrants | Redeemable Convertible Preferred Stock Warrants January 31, 2021 and 2020 Outstanding Warrants Expiration Date Number of Exercise Series B Preferred Stock 2,685 $ 107.52 4/30/2021 Series D Preferred Stock 1,436,932 $ 1.24 4/20/2022 – 1/24/2024 Series E Preferred Stock 806,375 $ 1.24 12/24/2024 – 7/15/2025 Total outstanding redeemable convertible preferred stock warrants 2,245,992 | |
Schedule of Liability of Warrants Subject to Re Measurement | The liability associated with these warrants was subject to remeasurement at each balance sheet date using the Level 3 fair value inputs and was as follows: Year Ended January 31, 2021 2020 2019 (in thousands) Fair value at beginning of period $ 2,718 $ 1,843 $ 1,455 Change in fair value 73,125 875 388 Fair value at end of period $ 75,843 $ 2,718 $ 1,843 |
Equity Plans and Stock-based _2
Equity Plans and Stock-based Compensation (Tables) | 6 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Jan. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Summary of stock option awards | The Company’s stock option awards activity is set forth below: Number of Weighted Weighted Aggregate Outstanding as of January 31, 2021 30,166,792 $ 0.71 7.3 $ 1,064,539 Options exercised (3,292,219 ) $ 0.53 Options forfeited (452,893 ) $ 0.73 Options expired (19,963 ) $ 53.22 Outstanding as of July 31, 2021 26,401,717 $ 0.69 7.0 $ 606,280 Options vested and expected to vest as of July 31, 2021 25,667,621 $ 0.69 7.0 $ 589,470 Exercisable as of July 31, 2021 16,457,228 $ 0.66 6.3 $ 378,402 | Activity under the Company’s stock option plans is set forth below: Number of Weighted Price Weighted (in years) Aggregate Outstanding as of January 31, 2018 28,955,341 $ 0.59 7.7 $ 8,905,754 Granted 8,811,605 $ 0.57 Exercised (3,853,935 ) $ 0.35 $ (1,364,006 ) Cancelled (2,250,990 ) $ 0.75 Outstanding as of January 31, 2019 31,662,021 $ 0.6 7.4 $ 7,456,493 Granted 10,780,372 $ 0.75 Exercised (4,830,469 ) $ 0.47 $ (3,464,262 ) Cancelled (2,728,460 ) $ 0.83 Outstanding as of January 31, 2020 34,883,464 $ 0.65 7.3 $ 19,314,017 Granted 8,912,180 $ 0.75 Exercised (11,042,592 ) $ 0.55 $ (110,643,446 ) Cancelled (2,585,875 ) $ 0.84 Outstanding as of January 31, 2021 30,167,177 $ 0.7 7.3 $ 1,064,538,557 Options vested and expected to vest as of January 31, 2021 27,483,800 $ 0.69 7.2 $ 969,997,293 Exercisable as of January 31, 2021 16,591,050 $ 0.68 6.4 $ 586,047,442 |
Summary of Stock Based Compensation Expense | The following sets forth the total stock-based compensation expense for the Company’s stock options (including the CEO Award) and RSU included in the Company’s condensed consolidated statements of operations: Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 (in thousands) (in thousands) Cost of revenue $ 2,164 $ 41 $ 2,188 $ 64 Research and development 13,682 454 14,357 757 Sales and marketing 4,169 356 4,767 655 General and administrative 8,278 339 14,558 624 Total stock-based compensation expense $ 28,293 $ 1,190 $ 35,870 $ 2,100 | The following sets forth the total stock-based compensation expense for the Company’s stock options and restricted common stock included in the Company’s consolidated statements of operations: Year Ended January 31, 2021 2020 2019 (in thousands) Cost of revenue $ 115 $ 39 $ 28 Research and development 1,807 871 419 Sales and marketing 1,501 1,164 541 General and administrative 1,524 863 718 Total stock-based compensation expense $ 4,947 $ 2,937 $ 1,706 |
Summary of RSU activity | The Company’s RSU activity is set forth below: Number of Weighted Outstanding as of January 31, 2021 — $ — RSU granted 4,680,439 $ 27.38 RSU vested (652,901 ) $ 27.30 RSU forfeited (10,389 ) $ 27.30 Outstanding as of July 31, 2021 4,017,149 $ 27.40 | |
Summary of fair value measurement inputs and valuation techniques | The weighted-average assumptions in the Black-Scholes option-pricing models used to determine the fair value of stock options granted during the years ended January 31, 2021, 2020, and 2019 were as follows: Year Ended January 31, 2021 2020 2019 Expected volatility 49.1% – 51.6 % 40.3% – 40.9 % 40.9% – 41.6 % Risk-free interest rate 0.3% – 1.6 % 1.4% – 2.4 % 2.7% – 2.9 % Dividend rate 0.0 % 0.0 % 0.0 % Expected term (in years) 5.6 – 5.8 5.0 – 5.9 6.1 – 6.4 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Jan. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Summary of revenue transactions | The following revenue transactions took place between the Company and Daimler during the periods presented: Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 (in thousands) (in thousands) Daimler $ 2,071 $ 850 $ 3,406 $ 1,576 Revenue from related parties $ 2,071 $ 850 $ 3,406 $ 1,576 | The following revenue transactions took place between the Company and Daimler during the respective fiscal years: Year ended January 31, 2021 2020 2019 (in thousands) Daimler $ 3,457 $ 3,112 $ 1,082 Revenue from related parties $ 3,457 $ 3,112 $ 1,082 |
Geographic Information (Tables)
Geographic Information (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Segment Reporting [Abstract] | |
Summary of Revenue by Geographic Area | Revenue by geographic area based on the shipping address of the customers was as follows: Year Ended January 31, 2021 2020 2019 (in thousands) United States $ 131,571 $ 130,184 $ 81,408 Rest of World 14,919 14,331 10,622 Total revenue $ 146,490 $ 144,515 $ 92,030 |
Summary of Long-lived Assets by Geographic Area | Long-lived assets by geographic area were as follows: January 31, 2021 2020 (in thousands) United States $ 46,759 $ 36,836 Rest of World 5,046 1,374 Total long-lived assets $ 51,805 $ 38,210 |
Basic and Diluted Net Loss Pe_2
Basic and Diluted Net Loss Per Share (Tables) | 6 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Jan. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Summary of computation of basic and diluted net loss per share | The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the three and six months ended July 31, 2021 and 2020: Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 (in thousands, except share and (in thousands, except share and Numerator: Net income (loss) $ (84,938 ) $ (35,287 ) $ (2,649 ) $ (65,385 ) Adjust: — (58,625 ) — (58,625 ) Adjust: — — (4,292 ) — Adjust: — — (51,855 ) — Adjust: — — (110,635 ) — Net loss attributable to common stockholders - Basic (84,938 ) (93,912 ) (169,431 ) (124,010 ) Less: — — (84,420 ) — Less: (7,427 ) — (53,540 ) — Net loss attributable to common stockholders - Diluted $ (92,365 ) $ (93,912 ) $ (307,391 ) $ (124,010 ) Denominator: Weighted average common shares outstanding 312,465,016 13,537,501 266,473,703 12,822,481 Less: (237,490 ) (68,824 ) (276,221 ) — Weighted average shares outstanding - Basic 312,227,526 13,468,677 266,197,482 12,822,481 Add: — — 7,464,203 — Add: 1,374,574 — 1,915,315 — Weighted average shares outstanding - Diluted 313,602,100 13,468,677 275,577,000 12,822,481 Net loss per share - Basic $ (0.27 ) $ (6.97 ) $ (0.64 ) $ (9.67 ) Net loss per share - Diluted $ (0.29 ) $ (6.97 ) $ (1.12 ) $ (9.67 ) | The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the years ended January 31, 2021, 2020, and 2019: (in thousands, except share and per share data) Year Ended January 31, 2021 2020 2019 Numerator: Net loss attributable to common stockholders $ (274,200 ) $ (134,327 ) $ (108,087 ) Denominator: Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted 15,116,763 8,893,787 4,342,517 Net loss per share attributable to common stockholders, basic and diluted $ (18.14 ) $ (15.10 ) $ (24.89 ) |
Summary of computation of diluted net loss per share | The potential shares of Common Stock that were excluded from the computation of diluted net loss per share attributable to common stockholders at each period end because including them would have had an antidilutive effect were as follows: July 31, July 31, Redeemable convertible preferred stock (on an as-converted — 192,469,995 Options to purchase common stock 26,401,717 39,463,877 Restricted stock units 4,017,149 — Unvested early exercised common stock options 211,464 102,781 Common stock and preferred stock warrants 37,075,846 38,193,342 Total potentially dilutive common share equivalents 67,706,176 270,229,995 | |
Summary of Computation of Diluted Net Loss Per Share | The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have had an antidilutive effect were as follows: Year Ended January 31, 2021 2020 2019 Redeemable convertible preferred stock (on an as-converted 193,037,715 170,686,661 168,052,012 Options to purchase common stock 30,167,178 34,883,465 31,662,022 Unvested restricted common stock — 166,100 564,740 Unvested early exercised common stock options 371,193 58,830 58,971 Redeemable convertible preferred stock warrants (on an as-converted 2,358,546 2,358,546 2,358,546 Common stock warrants 36,402,515 14,051,462 13,173,245 Total potentially dilutive common share equivalents 262,337,147 222,205,064 215,869,536 |
Description of Business and B_2
Description of Business and Basis of Presentation - Additional Information (Detail) | Feb. 26, 2021USD ($)$ / sharesshares | Aug. 31, 2020USD ($) | Jul. 31, 2020USD ($)shares | Jan. 31, 2021USD ($) | Jan. 31, 2020USD ($) | Jan. 31, 2019USD ($) | Jul. 31, 2021USD ($) | Jan. 31, 2018USD ($) |
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||
Accumulated deficit | $ 679,414,000 | $ 482,390,000 | $ 682,063,000 | |||||
Cash equivalents and restricted cash | $ 189,537,000 | 145,891,000 | 73,153,000 | $ 205,698,000 | $ 618,489,000 | $ 88,844,000 | ||
Stockholders equity exchange ratio | 0.9966 | |||||||
Redeemable Cash proceeds | 127,000,000 | |||||||
Net of issuance costs | $ 200,000 | $ 200,000 | $ 200,000 | $ 100,000 | $ 8,400,000 | |||
Issuance of redeemable convertible preferred stock | shares | 22,400,000 | |||||||
Common stock warrants | shares | 22,400,000 | |||||||
Cash proceeds received from merger | $ 484,100,000 | |||||||
Merger Agreement [Member] | ||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||
Business Combination share price | $ / shares | $ 10 | |||||||
PIPE Financing [Member] | Subsequent Event [Member] | ||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||
Shares issued in PIPE | shares | 22,500,000 | |||||||
Aggregate purchase price | $ 225,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jul. 31, 2021USD ($)$ / sharesshares | Jul. 31, 2020USD ($) | Jul. 31, 2021USD ($)Segment$ / sharesshares | Jul. 31, 2020USD ($) | Jan. 31, 2021USD ($)Segment$ / shares | Jan. 31, 2020USD ($)$ / shares | Jan. 31, 2019USD ($) | Feb. 01, 2019USD ($) | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Number of operating segments | Segment | 1 | 1 | ||||||
Number of securities called by each warrant or right | shares | 1 | 1 | ||||||
Revenue expected to be recognised from remaining performance obligations | $ 118,200 | $ 118,200 | $ 101,800 | |||||
Percentage of revenue expected to be recognised from remaining performance obligations Over next twelve months | 42.00% | 42.00% | 43.00% | |||||
Total deferred revenue | $ 105,800 | $ 105,800 | $ 89,800 | $ 72,700 | ||||
Deferred revenue recognised | $ 7,700 | $ 4,600 | $ 22,900 | $ 21,000 | $ 39,400 | $ 25,500 | $ 16,000 | |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Customer contract payment terms | Contracts for services typically range from annual to multi-year agreements with typical payment terms of 30 to 90 days. | |||||||
Restricted cash | $ 400 | $ 400 | 460 | |||||
Carrying value of goodwill | $ 1,215 | $ 1,215 | 1,215 | 1,215 | ||||
Warranty expense | 3,400 | 2,800 | 2,000 | |||||
Operating lease right-of-use assets | 20,834 | 20,834 | 21,817 | 10,269 | $ 11,300 | |||
Operating lease liabilities | $ 24,712 | $ 24,712 | 12,209 | $ 12,500 | ||||
Deferred rent | 1,600 | |||||||
Prepaid rent | 400 | |||||||
Letter of Credit [Member] | ||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Restricted cash | $ 400 | $ 400 | $ 500 | |||||
Customer One [Member] | Accounts Receivable [Member] | Series of Individually Immaterial Business Acquisitions [Member] | ||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Concentration risk percentage | 9.00% | 16.00% | 16.00% | 10.00% | ||||
Customer Two [Member] | Sales Revenue Net [Member] | Series of Individually Immaterial Business Acquisitions [Member] | ||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Concentration risk percentage | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | |||
Public Warrants [Member] | ||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Class of warrant or right exercised during period shares | shares | 10,226,081 | 10,226,081 | ||||||
Class of warrant or right redemed during period shares | shares | 244,481 | |||||||
Private Placement Warrants [Member] | ||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Class of warrant or right issued during period shares | shares | 1,000,000 | 1,000,000 | ||||||
Class of warrant or right exercised during period shares | shares | 4,347,712 | 4,347,712 | ||||||
Initial public offering [Member] | ||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Initial public offering [Member] | Public Warrants [Member] | ||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Class of warrant or right issued during period shares | shares | 10,470,562 | 10,470,562 | ||||||
Initial public offering [Member] | Private Placement Warrants [Member] | ||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Class of warrant or right issued during period shares | shares | 6,521,568 | 6,521,568 | ||||||
Class A common stock | ||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Number of securities called by each warrant or right, per share (in Dollars per share) | $ / shares | $ 11.50 | $ 11.50 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Reconciliation of Cash, Cash Equivalents, And Restricted Cash (Detail) - USD ($) $ in Thousands | Jul. 31, 2021 | Jan. 31, 2021 | Jul. 31, 2020 | Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||||||
Cash and cash equivalents | $ 618,089 | $ 145,491 | $ 72,753 | $ 205,238 | ||
Restricted cash | 400 | 400 | 460 | |||
Total cash, cash equivalents, and restricted cash | $ 618,489 | $ 145,891 | $ 189,537 | $ 73,153 | $ 205,698 | $ 88,844 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | |||
Beginning Balance | $ 2,000 | $ 3,124 | $ 1,316 |
Additions Charged To Expense | 121 | 339 | 1,812 |
Write-offs | (121) | (1,463) | (4) |
Ending Balance | $ 2,000 | $ 2,000 | $ 3,124 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives (Detail) | 12 Months Ended |
Jan. 31, 2021 | |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 5 years |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 7 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 5 years |
Computer Software, Intangible Asset [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 3 years |
Computer Software, Intangible Asset [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 5 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 3 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 5 years |
Tooling [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 3 years |
Tooling [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | Shorter of the estimatedlease term or useful life |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Deferred Contract Acquisition Costs (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jul. 31, 2021 | Jul. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Deferred Costs [Abstract] | |||||
Balance | $ 5,534 | $ 3,832 | $ 3,832 | $ 2,189 | |
Capitalization of deferred contract acquisition costs | 2,908 | 2,318 | |||
Amortization of deferred contract acquisition costs | $ (829) | $ (538) | (1,206) | (675) | $ 0 |
Balance | $ 5,534 | $ 3,832 | $ 2,189 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Schedule of Deferred Acquisition Costs (Detail) - USD ($) $ in Thousands | Jan. 31, 2021 | Jan. 31, 2020 |
Deferred Costs [Abstract] | ||
Deferred contract acquisition costs, current | $ 1,550 | $ 1,013 |
Deferred contract acquisition costs, noncurrent | 3,984 | 2,819 |
Total deferred contract acquisition costs | $ 5,534 | $ 3,832 |
Reverse Recapitalization - Summ
Reverse Recapitalization - Summary of Number of Shares of Common Stock Issued Immediately Following the Consummation of the Business Combination (Details) - shares | 6 Months Ended | ||
Jul. 31, 2021 | Jan. 31, 2021 | ||
Business Acquisition [Line Items] | |||
Common stock of Switchback, outstanding prior to Merger | 38,246,989 | ||
Merger and PIPE financing shares | [1] | 60,746,989 | |
Legacy ChargePoint shares | [2] | 217,021,368 | |
Total shares of common stock immediately after Merger | 277,768,357 | ||
Switchback [Member] | |||
Business Acquisition [Line Items] | |||
Common stock of Switchback, outstanding prior to Merger | 39,264,704 | ||
Less redemption of Switchback shares | (33,009) | ||
Less surrender of Switchback Founder Shares | (984,706) | ||
PIPE Financing [Member] | |||
Business Acquisition [Line Items] | |||
Shares issued in PIPE | 22,500,000 | ||
[1] | This includes 900,000 contingently forfeitable Founder Earn Back Shares pending the occurrence of the Founder Earn Back Triggering Event, which was met on March 12, 2021 | ||
[2] | The number of Legacy ChargePoint shares was determined from the 217,761,738 shares of Legacy ChargePoint common stock outstanding immediately prior to the closing of the Merger converted at the exchange ratio of 0.9966. All fractional shares were rounded down. |
Reverse Recapitalization - Addi
Reverse Recapitalization - Additional Information (Details) | Feb. 26, 2021USD ($)$ / sharesshares | Jul. 31, 2021USD ($)shares | Jan. 31, 2021shares | Jan. 31, 2020shares | Jan. 31, 2019shares | |
Common stock, shares issued | 322,170,484 | 22,961,032 | 11,918,418 | |||
Common stock, shares outstanding | 322,170,484 | 22,961,032 | 11,918,418 | |||
Number of share options exercised during the current period. | 3,292,219 | 11,042,592 | 4,830,469 | 3,853,935 | ||
Common stock remain reserved for oustanding | 118,724,904 | 266,494,345 | 227,825,043 | |||
Stockholders equity exchange ratio | 0.9966 | |||||
Temporary Equity, shares outstanding | 0 | 182,934,257 | 160,583,203 | 157,948,553 | ||
Merger and PIPE financing shares | [1] | 60,746,989 | ||||
Merger and PIPE financing | $ | $ 511,646,000 | |||||
Transaction costs | $ | 36,500,000 | |||||
Adjustments to additional paid in capital, decrease for cost recognition | $ | 29,500,000 | |||||
Offering costs expensed | $ | 7,000,000 | |||||
Merger Agreement [Member] | ||||||
Business acquisition, share price (in Dollars per share) | $ / shares | $ 10 | |||||
SponsorMember | Private Placement Warrants [Member] | ||||||
Debt instrument convertible into warrants | $ | $ 1,000,000 | |||||
Conversion price per warrants | $ / shares | $ 1.50 | |||||
Due to related party | $ | $ 1,500,000 | |||||
Switchback Public Stockholders [Member] | ||||||
Stocks redeemed value | $ | 300,000 | |||||
PIPE Financing [Member] | ||||||
Proceeds from business Combination | $ | $ 225,000,000 | |||||
Switchback [Member] | ||||||
Stock surrended During Period, Shares | (984,706) | |||||
Cash held in trust account | $ | $ 286,600,000 | |||||
Switchback [Member] | Founder Earn Back Triggering Event [Member] | ||||||
Share transfer, trigger price price per share. | $ / shares | $ 12 | |||||
Number of consecutive trading days for determining share price | 10 days | |||||
Number of trading days for determining share price. | 20 days | |||||
Threshold number of trading days for determining share price from date of business combination | 5 years | |||||
Switchback [Member] | Subscription Agreement [Member] | PIPE Financing [Member] | ||||||
Initial public offering shares (in Shares) | 22,500,000 | |||||
Public share price (in Dollars per share) | $ / shares | $ 10 | |||||
Initial public offering gross proceeds | $ | $ 225,000,000 | |||||
Legacy Charge Point [Member] | ||||||
Common stock, shares outstanding | 217,761,738 | |||||
Legacy Charge Point [Member] | Series H-1 [Member] | ||||||
Temporary Equity, shares outstanding | 22,427,306 | |||||
Preferred stock, conversion basis | one-to-one basis | |||||
Convertible preferred stock, shares issued upon conversion | 1,026,084 | |||||
Preferred stock, amount of preferred dividends in arrears | $ | $ 21,100,000 | |||||
Legacy Charge Point [Member] | Series H [Member] | ||||||
Temporary Equity, shares outstanding | 160,925,957 | |||||
Preferred stock, conversion basis | one-to-one basis | |||||
Legacy Charge Point [Member] | Series G [Member] | ||||||
Temporary Equity, shares outstanding | 160,925,957 | |||||
Preferred stock, conversion basis | one-to-one basis | |||||
Legacy Charge Point [Member] | Series F [Member] | ||||||
Temporary Equity, shares outstanding | 160,925,957 | |||||
Preferred stock, conversion basis | one-to-one basis | |||||
Legacy Charge Point [Member] | Series E [Member] | ||||||
Temporary Equity, shares outstanding | 160,925,957 | |||||
Preferred stock, conversion basis | one-to-one basis | |||||
Legacy Charge Point [Member] | Series D [Member] | ||||||
Temporary Equity, shares outstanding | 160,925,957 | |||||
Preferred stock, conversion basis | one-to-one basis | |||||
Legacy Charge Point [Member] | Series C [Member] | ||||||
Temporary Equity, shares outstanding | 45,376 | |||||
Preferred stock, conversion basis | 1:73.4403 | |||||
Legacy Charge Point [Member] | Series B [Member] | ||||||
Temporary Equity, shares outstanding | 130,590 | |||||
Preferred stock, conversion basis | 1:42.9220 | |||||
Legacy Charge Point [Member] | Series A [Member] | ||||||
Temporary Equity, shares outstanding | 29,126 | |||||
Preferred stock, conversion basis | 1:48.2529 | |||||
Charge Point Common Stock [Member] | Switchback [Member] | ||||||
Common stock, shares issued | 217,021,368 | |||||
Common stock, shares outstanding | 217,021,368 | |||||
Number of share options exercised during the current period. | 68,896,516 | |||||
Common stock remain reserved for oustanding | 68,896,516 | |||||
Charge Point Common Stock [Member] | Switchback [Member] | Merger Agreement [Member] | ||||||
Business acquisition, share price (in Dollars per share) | $ / shares | $ 10 | |||||
Founder Shares [Member] | Switchback [Member] | ||||||
Stock surrended During Period, Shares | 984,706 | |||||
Founder Earn Back Shares [Member] | Switchback [Member] | ||||||
Number of founder shares forfeited | 900,000 | |||||
[1] | This includes 900,000 contingently forfeitable Founder Earn Back Shares pending the occurrence of the Founder Earn Back Triggering Event, which was met on March 12, 2021 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Company's Assets and Liabilities that were Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Jul. 31, 2021 | Jan. 31, 2021 |
Fair Value, Recurring [Member] | ||
Assets | ||
Financial Assets | $ 454,713 | $ 109,703 |
Liabilities | ||
Financial Liabilities | 26,868 | 75,843 |
Fair Value, Recurring [Member] | Redeemable Convertible Preferred Stock Warrant Liability [Member] | ||
Liabilities | ||
Financial Liabilities | 75,843 | |
Private Placement Warrants [Member] | Fair Value, Recurring [Member] | Common Stock Warrant Liabilities [Member] | ||
Liabilities | ||
Financial Liabilities | 26,868 | |
Money Market Funds [Member] | ||
Assets | ||
Financial Assets | 454,713 | 109,703 |
Level 1 | Fair Value, Recurring [Member] | ||
Assets | ||
Financial Assets | 454,713 | 109,703 |
Liabilities | ||
Financial Liabilities | 0 | |
Level 1 | Money Market Funds [Member] | ||
Assets | ||
Financial Assets | 454,713 | 109,703 |
Level 3 | Fair Value, Recurring [Member] | ||
Liabilities | ||
Financial Liabilities | 26,868 | 75,843 |
Level 3 | Fair Value, Recurring [Member] | Redeemable Convertible Preferred Stock Warrant Liability [Member] | ||
Liabilities | ||
Financial Liabilities | $ 75,843 | |
Level 3 | Private Placement Warrants [Member] | Fair Value, Recurring [Member] | Common Stock Warrant Liabilities [Member] | ||
Liabilities | ||
Financial Liabilities | $ 26,868 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Changes in the Fair Value of Level 3 Financial Statements (Details) - Significant Other Unobservable Inputs (Level 3) [Member] $ in Thousands | 6 Months Ended |
Jul. 31, 2021USD ($) | |
Earnout Liability [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Contingent earnout liability recognized upon the closing of the reverse recapitalization | $ (828,180) |
Change in fair value included in other income (expense), net | 84,420 |
Issuance of earnout shares upon triggering events | 501,120 |
Reclassification of remaining contingent earnout liability upon triggering event | 242,640 |
Redeemable Convertible Preferred Stock Warrant Liability [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | (75,843) |
Change in fair value included in other income (expense), net | 9,237 |
Reclassification of Legacy ChargePoint preferred stock warrant liability upon the reverse capitalization | 66,606 |
Private Placement Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Private placement warrant liability acquired as part of the merger | (127,888) |
Change in fair value included in other income (expense), net | 49,264 |
Reclassification of option warrants to stockholders' equity (deficit) due to exercise | 51,756 |
Ending balance | $ (26,868) |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and liabilities measured at fair value on recurring basis (Detail) - USD ($) $ in Thousands | Jul. 31, 2021 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 |
Debt Securities, Available-for-sale [Line Items] | ||||
Cash and cash equivalents | $ 618,089 | $ 145,491 | $ 72,753 | $ 205,238 |
Short term Investments | 0 | 47,037 | ||
Fair Value, Recurring [Member] | ||||
Debt Securities, Available-for-sale [Line Items] | ||||
Amortized Cost | 145,491 | 119,767 | ||
Gross Unreal Gains | 0 | 23 | ||
Gross Unreal Losses | 0 | 0 | ||
Fair Value | 145,491 | 119,790 | ||
Cash and cash equivalents | 145,491 | 72,753 | ||
Short term Investments | 47,037 | |||
Fair Value, Recurring [Member] | Cash [Member] | ||||
Debt Securities, Available-for-sale [Line Items] | ||||
Amortized Cost | 35,788 | 33,266 | ||
Gross Unreal Gains | 0 | 0 | ||
Gross Unreal Losses | 0 | 0 | ||
Fair Value | 35,788 | 33,266 | ||
Cash and cash equivalents | 35,788 | 33,266 | ||
Level 1 | Fair Value, Recurring [Member] | Money Market Funds [Member] | ||||
Debt Securities, Available-for-sale [Line Items] | ||||
Amortized Cost | 109,703 | 39,487 | ||
Gross Unreal Gains | 0 | 0 | ||
Gross Unreal Losses | 0 | 0 | ||
Fair Value | 109,703 | 39,487 | ||
Cash and cash equivalents | $ 109,703 | 39,487 | ||
Level 2 | Fair Value, Recurring [Member] | US Treasury Bill Securities [Member] | ||||
Debt Securities, Available-for-sale [Line Items] | ||||
Amortized Cost | 47,014 | |||
Gross Unreal Gains | 23 | |||
Gross Unreal Losses | 0 | |||
Fair Value | 47,037 | |||
Cash and cash equivalents | 0 | |||
Short term Investments | $ 47,037 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jul. 31, 2021 | Jan. 31, 2021 | Jan. 31, 2020 | |
Money Market Funds [Member] | |||
Unrealized gains or losses | $ 0 | $ 0 | $ 0 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 31, 2021 | Jan. 31, 2019 | Jul. 31, 2021 | Jan. 31, 2020 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,215 | $ 1,215 | $ 1,215 | |
Cash compensation awards | $ 1,000 | |||
Restricted common stock | 797,280 | |||
Vesting period | 2 years | |||
Fair value for the restricted common stock | $ 600 | |||
Electric Fleet [Member] | ||||
Business Acquisition [Line Items] | ||||
Purchase consideration | $ 1,500 | |||
Intangible assets | 300 | |||
Goodwill | $ 1,200 |
Composition of Certain Financ_3
Composition of Certain Financial Statement Items - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Composition Of Certain Financial Statement Items [Abstract] | |||||||
Depreciation expenses | $ 2.9 | $ 2.4 | $ 5.6 | $ 4.7 | $ 10.1 | $ 7.1 | $ 3.9 |
Amortization expense for intangible assets | $ 0 | $ 0.6 | $ 0.2 |
Composition of Certain Financ_4
Composition of Certain Financial Statement Items - Summary of Inventories (Detail) - USD ($) $ in Thousands | Jul. 31, 2021 | Jan. 31, 2021 | Jan. 31, 2020 |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 8,421 | $ 13,029 | $ 11,335 |
Work-in-progress | 0 | 68 | 0 |
Finished goods | 19,495 | 20,495 | 14,084 |
Total Inventories | $ 27,916 | $ 33,592 | $ 25,419 |
Composition of Certain Financ_5
Composition of Certain Financial Statement Items - Summary of Property Plant and Equipment Net (Detail) - USD ($) $ in Thousands | Jul. 31, 2021 | Jan. 31, 2021 | Jan. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 61,570 | $ 54,851 | $ 42,697 |
Less: Accumulated depreciation | (29,305) | (24,863) | (14,756) |
Total Property and Equipment, Net | 32,265 | 29,988 | 27,941 |
Furniture and fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 899 | 1,594 | 1,347 |
Computers and software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 5,843 | 5,384 | 4,350 |
Machinery and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 12,140 | 10,605 | 7,614 |
Tooling [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 9,666 | 7,705 | 6,299 |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 9,680 | 9,398 | 8,869 |
Owned and operated systems [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 20,582 | 17,703 | 8,422 |
Construction in progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 2,760 | $ 2,462 | $ 5,796 |
Composition of Certain Financ_6
Composition of Certain Financial Statement Items - Summary of Accrued and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Jul. 31, 2021 | Jan. 31, 2021 | Jan. 31, 2020 |
Payables and Accruals [Abstract] | |||
Accrued expenses | $ 19,113 | $ 18,404 | $ 11,335 |
Refundable customer deposits | 7,488 | 6,482 | 5,241 |
Taxes payable | 6,495 | 5,213 | 5,348 |
Payroll and related expenses | 7,372 | 7,547 | 6,727 |
Warranty accruals | 3,100 | 3,000 | 2,000 |
Operating lease liabilities, current | 3,130 | 2,393 | 3,979 |
Other liabilities | 5,282 | 4,123 | 3,029 |
Total Accrued and Other Current Liabilities | $ 51,980 | $ 47,162 | $ 37,659 |
Composition of Certain Financ_7
Composition of Certain Financial Statement Items - Summary Of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 56,121 | $ 34,957 | $ 96,631 | $ 67,733 | $ 146,490 | $ 144,515 | $ 92,030 |
United States [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 51,109 | 32,347 | 86,219 | 62,638 | $ 131,571 | $ 130,184 | $ 81,408 |
Rest of World [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 5,012 | $ 2,610 | $ 10,412 | $ 5,095 |
Leases - Schedule of Lease Bala
Leases - Schedule of Lease Balances (Detail) - USD ($) $ in Thousands | Jul. 31, 2021 | Jan. 31, 2021 | Jan. 31, 2020 | Feb. 01, 2019 |
Operating leases | ||||
Operating lease right-of-use assets | $ 20,834 | $ 21,817 | $ 10,269 | $ 11,300 |
Operating lease liabilities, current | 3,130 | 2,393 | 3,979 | |
Operating lease liabilities, noncurrent | 21,582 | 22,459 | 8,230 | |
Total operating lease liabilities | $ 24,712 | 12,209 | $ 12,500 | |
Previously Reported [Member] | ||||
Operating leases | ||||
Operating lease liabilities, current | 2,286 | 3,979 | ||
Total operating lease liabilities | $ 24,745 | $ 12,209 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Leases [Abstract] | |||
Lease expense | $ 5.1 | $ 4.5 | $ 3.1 |
Operating lease not yet commenced amount | $ 1 | ||
Lessee operating lease not yet commenced, term of contract | 4 years 6 months |
Leases - Maturities of Operatin
Leases - Maturities of Operating Leases (Detail) - USD ($) $ in Thousands | Jul. 31, 2021 | Jan. 31, 2021 | Jan. 31, 2020 | Feb. 01, 2019 |
2022 | $ 4,719 | $ 4,849 | ||
2023 | 5,123 | 4,809 | ||
2024 | 4,334 | 2,671 | ||
2025 | 4,152 | 268 | ||
2026 | 3,833 | 292 | ||
Thereafter | 13,855 | 1,341 | ||
Total undiscounted operating lease payments | 36,016 | 14,230 | ||
Less: imputed interest | $ (9,348) | (2,021) | ||
Total operating lease liabilities | $ 24,712 | 12,209 | $ 12,500 | |
Previously Reported [Member] | ||||
Less: imputed interest | (11,271) | |||
Total operating lease liabilities | $ 24,745 | $ 12,209 |
Leases - Schedule of Other Supp
Leases - Schedule of Other Supplemental Information of Lease Term and Discount Rate (Detail) | Jan. 31, 2021 | Jan. 31, 2020 |
Lease, Cost [Abstract] | ||
Weighted-average remaining operating lease term (years) | 7 years 6 months | 3 years 8 months 12 days |
Weighted-average operating lease discount rate | 7.90% | 8.70% |
Leases - Summary of Other Lease
Leases - Summary of Other Lease Supplemental Cash Flow Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Supplemental Cash Flow Information | ||
Cash paid for amounts in the measurement of operating lease liabilities | $ 4,226 | $ 4,527 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2021 | Jun. 30, 2019 | Dec. 31, 2014 | Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | Jul. 31, 2018 | |
Line of Credit Facility [Line Items] | |||||||||||
Term loan facility interest expense incurred | $ 0 | $ 0.8 | |||||||||
Term loan facility accrued interest | $ 0 | $ 0 | $ 0 | ||||||||
2018 Loan | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Term loan facility maximum borrowing capacity | $ 45 | ||||||||||
Term loan facility unused borrowing capacity | $ 10 | ||||||||||
Term loan facility borrowings during the period | 35 | ||||||||||
Payment of issuance costs | 1.1 | ||||||||||
Proceeds from term loan facility | $ 33.9 | ||||||||||
Term loan facility term | 5 years | ||||||||||
Term loan facility interest rate description | LIBOR plus 6.55% | ||||||||||
Term loan facility interest rate | 6.55% | ||||||||||
Term loan facility interest expense incurred | $ 1.5 | $ 1.6 | 3.3 | $ 3.5 | $ 3.7 | ||||||
Term loan facility accrued interest | $ 0 | $ 0 | |||||||||
Repayments of term loan facility | $ 35 | ||||||||||
Payments of accrued interest and prepayment fees | $ 1.2 | ||||||||||
2014 Loan | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Term loan facility maximum borrowing capacity | $ 20 | ||||||||||
Term loan facility interest rate description | 8.75% plus LIBOR | ||||||||||
Term loan facility interest rate | 8.75% | ||||||||||
Term loan facility payment terms | The 2014 Loan was to be repaid in forty-eight monthly installments commencing on September 1, 2016; the first fifteen payments were interest only, followed by thirty-three equal monthly payments of principal and interest. | ||||||||||
2014 Loan | Minimum [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Term loan facility interest rate | 9.75% |
Debt - Summary of Future Princi
Debt - Summary of Future Principal Payments (Detail) $ in Thousands | Jan. 31, 2021USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2022 | $ 11,667 |
2023 | 17,500 |
2024 | 5,833 |
Total payments | $ 35,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | Jul. 31, 2021 | Jan. 31, 2021 | Jan. 31, 2020 |
Commitments and Contingencies (Details) [Line Items] | |||
Purchase commitments for goods and services | $ 64.1 | ||
Secured letters of credit outstanding | $ 0.4 | $ 0.4 | |
Purchase Commitment [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Purchase commitments for goods and services | $ 133.7 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Future Payments Under the Non-Cancellable Operating Lease (Details) - USD ($) $ in Thousands | Jul. 31, 2021 | Jan. 31, 2021 | Jan. 31, 2020 | Feb. 01, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||||
2022 (remaining six months) | $ 2,759 | |||
2023 | 5,111 | |||
2024 | 4,329 | |||
2025 | 4,153 | |||
2026 | 3,837 | |||
Thereafter | 13,871 | |||
Total undiscounted operating lease payments | 34,060 | |||
Less: imputed interest | (9,348) | $ (2,021) | ||
Total operating lease liabilities | 24,712 | 12,209 | $ 12,500 | |
Less: current portion of operating lease liabilities | (3,130) | $ (2,393) | (3,979) | |
Operating lease liabilities, noncurrent | $ 21,582 | $ 22,459 | $ 8,230 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 6 Months Ended | 12 Months Ended | ||
Jul. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Funding Arrangement [Line Items] | ||||
Cash Proceeds | $ 92,433 | $ 95,456 | $ 14,756 | $ 215,168 |
Maximum [Member] | ||||
Funding Arrangement [Line Items] | ||||
Public offering price | $ 11.3867 | |||
Gross proceeds | $ 100,000 | |||
Series H-1 Redeemable Convertible Preferred Stock [Member] | ||||
Funding Arrangement [Line Items] | ||||
Preferred Stock, Shares Issued | 22.4 | |||
Common stock warrants | 22.4 | |||
Cash Proceeds | $ 127,000 | |||
Net of issuance costs | 200 | |||
Preferred stock warrant at fair value | 95,500 | |||
Common Stock warrant at fair value | 31,500 | |||
Intrinsic value | $ 60,400 | |||
Cumulative dividend | $ 0.4554 | |||
Dividend | $ 0 | |||
Unpaid accumulated dividend | $ 16,800 | |||
Preferred stock liquidation per share | $ 5.6934 | |||
Preferred stock conversion to common stock price | 5.6934 | |||
Preferred stock, conversion price | 5.6934 | |||
Series H Preferred Stock [Member] | ||||
Funding Arrangement [Line Items] | ||||
Preferred Stock, Shares Issued | 2.6 | 39.5 | ||
Common stock warrants | 0.9 | 13.2 | ||
Cash Proceeds | $ 14,900 | $ 216,600 | ||
Net of issuance costs | 100 | 8,400 | ||
Cash Proceeds | $ 14,800 | $ 215,200 | ||
Noncumulative dividend | 0.4554 | |||
Preferred stock liquidation per share | 5.6934 | |||
Preferred stock conversion to common stock price | 5.6934 | |||
Preferred stock, conversion price | 5.6934 | |||
Series A Preferred Stock [Member] | ||||
Funding Arrangement [Line Items] | ||||
Noncumulative dividend | 10.3251 | |||
Preferred stock liquidation per share | 129.0387 | |||
Preferred stock conversion to common stock price | 91.7319 | |||
Preferred stock, conversion price | 1.9011 | |||
Series B Preferred Stock [Member] | ||||
Funding Arrangement [Line Items] | ||||
Noncumulative dividend | 8.5792 | |||
Preferred stock liquidation per share | 107.5156 | |||
Preferred stock conversion to common stock price | 81.5974 | |||
Preferred stock, conversion price | 1.9011 | |||
Series C Preferred Stock [Member] | ||||
Funding Arrangement [Line Items] | ||||
Noncumulative dividend | 23.1286 | |||
Preferred stock liquidation per share | 288.9825 | |||
Preferred stock conversion to common stock price | 139.6147 | |||
Preferred stock, conversion price | 1.9011 | |||
Series D Preferred Stock [Member] | ||||
Funding Arrangement [Line Items] | ||||
Noncumulative dividend | 0.0992 | |||
Preferred stock liquidation per share | 1.2401 | |||
Preferred stock conversion to common stock price | 1.2401 | |||
Preferred stock, conversion price | 1.2401 | |||
Series E Preferred Stock [Member] | ||||
Funding Arrangement [Line Items] | ||||
Noncumulative dividend | 0.0992 | |||
Preferred stock liquidation per share | 2.4802 | |||
Preferred stock conversion to common stock price | 1.2401 | |||
Preferred stock, conversion price | 1.2401 | |||
Series F Preferred Stock [Member] | ||||
Funding Arrangement [Line Items] | ||||
Noncumulative dividend | 0.1999 | |||
Preferred stock liquidation per share | 2.4988 | |||
Preferred stock conversion to common stock price | 2.4988 | |||
Preferred stock, conversion price | 2.4988 | |||
Series G Preferred Stock [Member] | ||||
Funding Arrangement [Line Items] | ||||
Noncumulative dividend | 0.3505 | |||
Preferred stock liquidation per share | 4.3808 | |||
Preferred stock conversion to common stock price | 4.3808 | |||
Preferred stock, conversion price | $ 4.3808 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock - Schedule Of Redeemable Convertible Preferred Stock (Detail) - USD ($) $ in Thousands | Jul. 31, 2021 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 |
Temporary Equity [Line Items] | ||||
Shares Authorized | 0 | 185,180,248 | 162,829,195 | 162,829,195 |
Shares Outstanding | 0 | 182,934,257 | 160,583,203 | 157,948,553 |
Liquidation Preference | $ 0 | $ 17,492,964 | ||
Carrying Value | 615,697 | $ 520,241 | $ 505,485 | |
Previously Reported [Member] | ||||
Temporary Equity [Line Items] | ||||
Liquidation Preference | $ 693,548 | $ 563,753 | $ 548,753 | |
Series A Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Shares Authorized | 29,027 | 29,027 | 29,027 | |
Shares Outstanding | 29,027 | 29,027 | 29,027 | |
Carrying Value | $ 3,697 | $ 3,697 | $ 3,697 | |
Series A Preferred Stock [Member] | Previously Reported [Member] | ||||
Temporary Equity [Line Items] | ||||
Liquidation Preference | $ 3,746 | $ 3,746 | $ 3,746 | |
Series B Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Shares Authorized | 132,831 | 132,831 | 132,831 | |
Shares Outstanding | 130,146 | 130,146 | 130,146 | |
Carrying Value | $ 13,947 | $ 13,947 | $ 13,947 | |
Series B Preferred Stock [Member] | Previously Reported [Member] | ||||
Temporary Equity [Line Items] | ||||
Liquidation Preference | $ 13,993 | $ 13,993 | $ 13,993 | |
Series C Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Shares Authorized | 45,222 | 45,222 | 45,222 | |
Shares Outstanding | 45,222 | 45,222 | 45,222 | |
Carrying Value | $ 13,039 | $ 13,039 | $ 13,039 | |
Series C Preferred Stock [Member] | Previously Reported [Member] | ||||
Temporary Equity [Line Items] | ||||
Liquidation Preference | $ 13,068 | $ 13,068 | $ 13,068 | |
Series D Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Shares Authorized | 45,744,194 | 45,744,194 | 45,744,194 | |
Shares Outstanding | 44,307,263 | 44,307,262 | 44,307,263 | |
Carrying Value | $ 49,469 | $ 49,469 | $ 49,469 | |
Series D Preferred Stock [Member] | Previously Reported [Member] | ||||
Temporary Equity [Line Items] | ||||
Liquidation Preference | $ 54,946 | $ 54,946 | $ 54,946 | |
Series E Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Shares Authorized | 22,578,525 | 22,578,525 | 22,578,525 | |
Shares Outstanding | 21,772,150 | 21,772,150 | 21,772,150 | |
Carrying Value | $ 26,795 | $ 26,795 | $ 26,795 | |
Series E Preferred Stock [Member] | Previously Reported [Member] | ||||
Temporary Equity [Line Items] | ||||
Liquidation Preference | $ 54,000 | $ 54,000 | $ 54,000 | |
Series F Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Shares Authorized | 23,611,372 | 23,611,372 | 23,611,372 | |
Shares Outstanding | 23,611,372 | 23,611,372 | 23,611,372 | |
Carrying Value | $ 58,624 | $ 58,624 | $ 58,624 | |
Series F Preferred Stock [Member] | Previously Reported [Member] | ||||
Temporary Equity [Line Items] | ||||
Liquidation Preference | $ 59,000 | $ 59,000 | $ 59,000 | |
Series G Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Shares Authorized | 28,533,636 | 28,533,636 | 28,533,636 | |
Shares Outstanding | 28,533,636 | 28,533,636 | 28,533,636 | |
Carrying Value | $ 124,745 | $ 124,745 | $ 124,745 | |
Series G Preferred Stock [Member] | Previously Reported [Member] | ||||
Temporary Equity [Line Items] | ||||
Liquidation Preference | $ 125,000 | $ 125,000 | $ 125,000 | |
Series H Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Shares Authorized | 42,154,388 | 42,154,388 | 42,154,388 | |
Shares Outstanding | 42,154,388 | 42,154,388 | 39,519,737 | |
Carrying Value | $ 229,925 | $ 229,925 | $ 215,169 | |
Series H Preferred Stock [Member] | Previously Reported [Member] | ||||
Temporary Equity [Line Items] | ||||
Liquidation Preference | $ 240,000 | $ 240,000 | $ 225,000 | |
Series H-1 Redeemable Convertible Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Shares Authorized | 22,351,053 | |||
Shares Outstanding | 22,351,053 | |||
Carrying Value | $ 95,456 | |||
Series H-1 Redeemable Convertible Preferred Stock [Member] | Previously Reported [Member] | ||||
Temporary Equity [Line Items] | ||||
Liquidation Preference | $ 129,795 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Feb. 26, 2021 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | Jul. 31, 2021 |
Redeemable Convertible Preferred Stock [Line Items] | |||||
Common stock outstanding | 22,961,032 | 11,918,418 | 322,170,484 | ||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Voting rights | one | ||||
Shares par value | $ 0.0001 | ||||
Shares authorized to issue prior to merger | 484,951,532 | ||||
Common stock, shares authorized | 299,771,284 | 240,180,600 | 1,000,000,000 | ||
Common stock, shares issued | 22,961,032 | 11,918,418 | 322,170,484 | ||
Common stock shares granted | 8,912,180 | 10,780,372 | 8,811,605 | ||
Vesting period | 2 years | ||||
Redeemable Convertible Preferred Stock [Member] | |||||
Redeemable Convertible Preferred Stock [Line Items] | |||||
Shares authorized to issue prior to merger | 185,180,248 | ||||
Restricted Common Stock [Member] | |||||
Redeemable Convertible Preferred Stock [Line Items] | |||||
Common stock shares granted | 797,280 | ||||
Vesting period | 2 years | ||||
Restricted common stock vested | 166,100 | 398,640 | 232,540 | ||
Restricted common stock unvested | 0 | 0 | |||
Common Stock [Member] | |||||
Redeemable Convertible Preferred Stock [Line Items] | |||||
Shares authorized to issue prior to merger | 299,771,284 | ||||
Common Stock [Member] | Switchback [Member] | |||||
Redeemable Convertible Preferred Stock [Line Items] | |||||
Business combination, stock issued value | $ 200.5 | ||||
Business combination, issuance costs | $ 29.4 | ||||
Common stock outstanding | 277,768,357 | ||||
Common stock par value | $ 0.0001 | ||||
Voting rights | one | ||||
Common Stock [Member] | Switchback [Member] | Merger Agreement [Member] | |||||
Redeemable Convertible Preferred Stock [Line Items] | |||||
Business combination, stock issued | 60,746,989 |
Common Stock - Summary Of Commo
Common Stock - Summary Of Common Stock Capital Shares Reserved For Future Issuance (Detail) - shares | Jul. 31, 2021 | Jan. 31, 2021 | Jan. 31, 2020 |
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||
Total shares of common stock reserved | 118,724,904 | 266,494,345 | 227,825,043 |
Conversion of redeemable convertible preferred stock [Member] | |||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||
Total shares of common stock reserved | 193,037,715 | 170,686,661 | |
Restricted Stock Units and Outstanding [Member] | |||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||
Total shares of common stock reserved | 4,017,149 | ||
Redeemable convertible preferred stock warrants outstanding [Member] | |||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||
Total shares of common stock reserved | 2,358,546 | 2,358,546 | |
Shares available for grant under 2017 Stock Option Plan [Member] | |||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||
Total shares of common stock reserved | 4,528,391 | 5,844,909 | |
Common stock reserved for Earnout [Member] | |||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||
Total shares of common stock reserved | 39,249,702 | ||
Stock options issued and outstanding [Member] | |||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||
Total shares of common stock reserved | 26,401,717 | 30,167,178 | 34,883,465 |
Common stock warrants outstanding [Member] | |||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||
Total shares of common stock reserved | 36,402,515 | 14,051,462 | |
Shares available for grant under 2021 Equity Incentive Plan [Member] | |||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||
Total shares of common stock reserved | 40,878,653 | ||
Shares available for grant under 2021 ESPP [Member] | |||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||
Total shares of common stock reserved | 8,177,683 |
Stock Warrants and Earnouts - A
Stock Warrants and Earnouts - Additional Information (Detail) - USD ($) | Jul. 06, 2021 | Jul. 01, 2021 | Mar. 19, 2021 | Mar. 13, 2021 | Mar. 12, 2021 | Jul. 31, 2021 | Apr. 30, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | Jun. 04, 2021 | Feb. 26, 2021 |
Adjustments in warrants | $ 11,516,000 | $ (9,237,000) | $ 10,981,000 | $ 73,125,000 | $ 875,000 | $ 388,000 | |||||||||
Number of days determining Earnout Triggering Event | 10 days | 10 days | |||||||||||||
Number of consecutive days determining Earnout Triggering Event | 20 days | 20 days | |||||||||||||
Class of warrants outstanding | 39,249,702 | 39,249,702 | 38,761,031 | ||||||||||||
Warrants Exercised | (16,258,978) | ||||||||||||||
Tranche Three [Member] | |||||||||||||||
Earnout Shares | 9,000,000 | 9,000,000 | |||||||||||||
Series H1 Redeemable Convertible Preferred Stock [Member] | |||||||||||||||
Adjustment of common stock warrants issued | $ 22,400,000 | ||||||||||||||
Series H Redeemable Convertible Preferred Stock [Member] | |||||||||||||||
Adjustment of common stock warrants issued | $ 900,000 | $ 13,200,000 | |||||||||||||
Common Stock [Member] | |||||||||||||||
Stock that may be issued | 27,000,000 | 27,000,000 | 27,000,000 | ||||||||||||
Class of warrants outstanding | 37,075,846 | 37,075,846 | 36,402,515 | 14,051,462 | |||||||||||
Common Stock [Member] | Legacy Chargepoint [Member] | |||||||||||||||
Class of warrants outstanding | 36,402,503 | 36,402,503 | |||||||||||||
Warrants Exercised | 587,880 | 1,685,185 | |||||||||||||
Issuance of common stock upon exercise of warrants | 558,100 | 1,480,080 | |||||||||||||
Earnout Shares [Member] | |||||||||||||||
Earnout liability | $ 743,700,000 | $ 828,100 | |||||||||||||
Earnout liability fair value | $ 828,200,000 | ||||||||||||||
Issuance Of Earnout Shares | 18,000,000 | ||||||||||||||
Stock issued during period, shares, acquisitions | 17,539,657 | ||||||||||||||
Estimated fair value of earn out liability | $ 242.6 | ||||||||||||||
Earnout Shares [Member] | Merger Agreement [Member] | |||||||||||||||
Business combination, stock issued | 9,000,000 | ||||||||||||||
Redeemable Convertible Preferred Stock Warrants [Member] | Series B D E Preferred Stock [Member] | |||||||||||||||
Class of warrants outstanding | 2,358,528 | 2,358,528 | |||||||||||||
Preferred Stock [Member] | Legacy Chargepoint [Member] | |||||||||||||||
Class of warrants outstanding | 2,358,528 | 2,358,528 | |||||||||||||
Gain [Member] | Earnout Shares [Member] | |||||||||||||||
Adjustments in warrants | $ 84,400,000 | ||||||||||||||
Earnout Triggering Event [Member] | Share Price Greater Or Equal 15 USD [Member] | |||||||||||||||
Share price triggering Earnout | $ 15 | $ 15 | |||||||||||||
Earnout Triggering Event [Member] | Share Price Greater Or Equal 20 USD [Member] | |||||||||||||||
Share price triggering Earnout | $ 20 | $ 20 | 20 | ||||||||||||
Triggering Share price | $ 20 | ||||||||||||||
Earnout Triggering Event [Member] | Share Price Greater Or Equal 30 USD [Member] | |||||||||||||||
Share price triggering Earnout | $ 30 | ||||||||||||||
Earnout Triggering Event [Member] | Share Price Greater Or Equal 30 USD [Member] | Tranche Three [Member] | |||||||||||||||
Share price triggering Earnout | $ 30 | ||||||||||||||
Issuance Of Earnout Shares | 8,773,596 | ||||||||||||||
Earnout Shares | 9,000,000 | ||||||||||||||
Earnout Triggering Event [Member] | Common Stock [Member] | |||||||||||||||
Threshold triggering Share price | $ 30 | ||||||||||||||
Earnout Triggering Event [Member] | Common Stock [Member] | Share Price Greater Or Equal 15 USD [Member] | |||||||||||||||
Earnout triggering share price | 15 | $ 15 | |||||||||||||
Earnout Triggering Event [Member] | Common Stock [Member] | Share Price Greater Or Equal 30 USD [Member] | |||||||||||||||
Triggering Share price | $ 30 | $ 30 | |||||||||||||
Earnout Triggering Event [Member] | Earnout Shares [Member] | |||||||||||||||
Stock issuable value | $ 501,100,000 | ||||||||||||||
Private Placement Warrants [Member] | |||||||||||||||
Days from which Warrants are exercisable | 30 years | ||||||||||||||
Proceeds from warrants exercised | $ 117,600,000 | ||||||||||||||
Initial measurements of fair value of warrant liability | 127,900,000 | ||||||||||||||
Fair value adjustment of warrants | $ 3,800,000 | $ 49,200,000 | |||||||||||||
Class of warrants outstanding | 2,173,856 | 2,173,856 | |||||||||||||
Warrants Exercised | (4,347,712) | ||||||||||||||
Public Warrants [Member] | |||||||||||||||
Initial measurements of fair value of warrant liability | $ 153,700,000 | ||||||||||||||
Fair value adjustment of warrants | $ 14,300,000 | $ 15,900,000 | |||||||||||||
Class of warrants outstanding | 0 | 0 | |||||||||||||
Warrants Exercised | (10,226,081) | ||||||||||||||
Class of warrants reedemption price per warrant | 0.01 | ||||||||||||||
Number of warrants called for redemption | 244,481 | ||||||||||||||
Class of warrants redeemed Or called during period | 244,481 |
Stock Warrants and Earnouts - S
Stock Warrants and Earnouts - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) - Level 3 [Member] - Redeemable Convertible Preferred Stock Warrants [Member] | Feb. 26, 2021yr | Jan. 31, 2021yr | Jan. 31, 2020yr | Jan. 31, 2019yr |
Expected volatility [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value measurements inputs | 0.843 | 0.805 | 0.584 | 0.650 |
Risk-free interest rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value measurements inputs | 0 | 0.001 | 0.016 | 0.028 |
Dividend rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value measurements inputs | 0 | 0 | 0 | 0 |
Expected term (years) [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value measurements inputs | 0 | 1.4 | 2 | 2 |
Stock Warrants and Earnouts -_2
Stock Warrants and Earnouts - Summary of Assumed Public Warrants (Detail) - shares | 6 Months Ended |
Jul. 31, 2021 | |
Assumed Common Stock Warrants Or Right [Line Items] | |
Outstanding as of January 31, 2021 | 38,761,031 |
Common Stock Warrants as Part of the Merger | 16,992,130 |
Warrants Exercised | (16,258,978) |
Warrants Redeemed | (244,481) |
Outstanding as of July 31, 2021 | 39,249,702 |
Legacy Common and Preferred Stock Warrants [Member] | |
Assumed Common Stock Warrants Or Right [Line Items] | |
Outstanding as of January 31, 2021 | 38,761,031 |
Warrants Exercised | (1,685,185) |
Outstanding as of July 31, 2021 | 37,075,846 |
Private Placement Warrants [Member] | |
Assumed Common Stock Warrants Or Right [Line Items] | |
Common Stock Warrants as Part of the Merger | 6,521,568 |
Warrants Exercised | (4,347,712) |
Outstanding as of July 31, 2021 | 2,173,856 |
Public Warrants [Member] | |
Assumed Common Stock Warrants Or Right [Line Items] | |
Common Stock Warrants as Part of the Merger | 10,470,562 |
Warrants Exercised | (10,226,081) |
Warrants Redeemed | (244,481) |
Outstanding as of July 31, 2021 | 0 |
Stock Warrants and Earnouts -_3
Stock Warrants and Earnouts - Summary of Assumed Public Warrants (Parenthetical) (Detail) | Feb. 26, 2021 |
Assumed Common Stock Warrants Or Right [Line Items] | |
Stockholders equity exchange ratio | 0.9966 |
Legacy ChargePoint Shares [Member] | |
Assumed Common Stock Warrants Or Right [Line Items] | |
Stockholders equity exchange ratio | 0.9966 |
Stock Warrants and Earnouts -_4
Stock Warrants and Earnouts - Summary of Fair Value Private Placement Warrants Basis Valuation Techniques (Detail) - Private Placement Warrants [Member] | Jul. 31, 2021yr | Feb. 26, 2021yr |
Market price of public stock [Member] | ||
Fair Value Private Placement Warrants Basis Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 23.65 | 30.83 |
Exercise price [Member] | ||
Fair Value Private Placement Warrants Basis Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 11.50 | 11.50 |
Expected term (years) [Member] | ||
Fair Value Private Placement Warrants Basis Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 4.6 | 5 |
Expected volatility [Member] | ||
Fair Value Private Placement Warrants Basis Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 0.702 | 0.735 |
Risk-free interest rate [Member] | ||
Fair Value Private Placement Warrants Basis Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 0.006 | 0.008 |
Dividend rate [Member] | ||
Fair Value Private Placement Warrants Basis Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 0 | 0 |
Stock Warrants and Earnouts -_5
Stock Warrants and Earnouts - Summary of Fair Value Earnout Liability Basis Valuation Techniques (Detail) - Earnout Shares [Member] | Mar. 12, 2021yr | Feb. 26, 2021yr |
Current stock price [Member] | ||
Fair Value Earnout Liability Basis Valuation Techniques [Line Items] | ||
Earnout Liability Measurement Input | 27.84 | 30.83 |
Expected volatility [Member] | ||
Fair Value Earnout Liability Basis Valuation Techniques [Line Items] | ||
Earnout Liability Measurement Input | 0.7200 | 0.7160 |
Risk-free interest rate [Member] | ||
Fair Value Earnout Liability Basis Valuation Techniques [Line Items] | ||
Earnout Liability Measurement Input | 0.0085 | 0.0075 |
Dividend rate [Member] | ||
Fair Value Earnout Liability Basis Valuation Techniques [Line Items] | ||
Earnout Liability Measurement Input | 0 | 0 |
Expected term (years) [Member] | ||
Fair Value Earnout Liability Basis Valuation Techniques [Line Items] | ||
Earnout Liability Measurement Input | 4.96 | 5 |
Stock Warrants and Earnouts -_6
Stock Warrants and Earnouts - Schedule of Warrants Issued and Outstanding (Detail) - $ / shares | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jul. 31, 2021 | |
Class of Warrant or Right [Line Items] | |||
Total outstanding common stock warrants | 38,761,031 | 39,249,702 | |
Common Stock [Member] | |||
Class of Warrant or Right [Line Items] | |||
Total outstanding common stock warrants | 36,402,515 | 14,051,462 | 37,075,846 |
Common Stock [Member] | Common Stock Warrants Outstanding at Exercise Price 6.02 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Total outstanding common stock warrants | 22,351,053 | ||
Exercise Price | $ 6.02 | ||
Common Stock [Member] | Common Stock Warrants Outstanding at Exercise Price 6.02 [Member] | Minimum [Member] | |||
Class of Warrant or Right [Line Items] | |||
Expiration Date | Jul. 31, 2030 | ||
Common Stock [Member] | Common Stock Warrants Outstanding at Exercise Price 6.02 [Member] | Maximum [Member] | |||
Class of Warrant or Right [Line Items] | |||
Expiration Date | Aug. 6, 2030 | ||
Common Stock [Member] | Common Stock Warrants Outstanding at Exercise Price 9.03 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Total outstanding common stock warrants | 14,051,462 | 14,051,462 | |
Exercise Price | $ 9.03 | $ 9.03 | |
Common Stock [Member] | Common Stock Warrants Outstanding at Exercise Price 9.03 [Member] | Minimum [Member] | |||
Class of Warrant or Right [Line Items] | |||
Expiration Date | Nov. 16, 2028 | Nov. 16, 2028 | |
Common Stock [Member] | Common Stock Warrants Outstanding at Exercise Price 9.03 [Member] | Maximum [Member] | |||
Class of Warrant or Right [Line Items] | |||
Expiration Date | Feb. 14, 2029 | Feb. 14, 2029 |
Stock Warrants and Earnouts -_7
Stock Warrants and Earnouts - Schedule of Outstanding Redeemable Convertible Preferred Stock Warrants (Detail) - $ / shares | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jul. 31, 2021 | |
Class of Warrant or Right [Line Items] | |||
Total outstanding common stock warrants | 38,761,031 | 39,249,702 | |
Series B Preferred Stock [Member] | Warrant [Member] | |||
Class of Warrant or Right [Line Items] | |||
Total outstanding common stock warrants | 2,685 | 2,685 | |
Exercise Price | $ 107.52 | $ 107.52 | |
Expiration date | Apr. 30, 2021 | Apr. 30, 2021 | |
Series D Preferred Stock [Member] | Warrant [Member] | |||
Class of Warrant or Right [Line Items] | |||
Total outstanding common stock warrants | 1,436,932 | 1,436,932 | |
Exercise Price | $ 1.24 | $ 1.24 | |
Series D Preferred Stock [Member] | Warrant [Member] | Maximum [Member] | |||
Class of Warrant or Right [Line Items] | |||
Expiration date | Jan. 24, 2024 | Jan. 24, 2024 | |
Series D Preferred Stock [Member] | Warrant [Member] | Minimum [Member] | |||
Class of Warrant or Right [Line Items] | |||
Expiration date | Apr. 20, 2022 | Apr. 20, 2022 | |
Series E Preferred Stock [Member] | Warrant [Member] | |||
Class of Warrant or Right [Line Items] | |||
Total outstanding common stock warrants | 806,375 | 806,375 | |
Exercise Price | $ 1.24 | $ 1.24 | |
Series E Preferred Stock [Member] | Warrant [Member] | Maximum [Member] | |||
Class of Warrant or Right [Line Items] | |||
Expiration date | Jul. 15, 2025 | Jul. 15, 2025 | |
Series E Preferred Stock [Member] | Warrant [Member] | Minimum [Member] | |||
Class of Warrant or Right [Line Items] | |||
Expiration date | Dec. 24, 2024 | Dec. 24, 2024 | |
Redeemable convertible preferred stock [Member] | Warrant [Member] | |||
Class of Warrant or Right [Line Items] | |||
Total outstanding common stock warrants | 2,245,992 | 2,245,992 |
Stock Warrants and Earnouts -_8
Stock Warrants and Earnouts - Schedule of Liability of Warrants Subject to Re Measurement (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Class of Warrant or Right [Line Items] | ||||||
Change in fair value | $ 11,516 | $ (9,237) | $ 10,981 | $ 73,125 | $ 875 | $ 388 |
Warrant [Member] | Level 3 [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Fair value at beginning of period | $ 75,843 | $ 2,718 | 2,718 | 1,843 | 1,455 | |
Change in fair value | 73,125 | 875 | 388 | |||
Fair value at end of period | $ 75,843 | $ 2,718 | $ 1,843 |
Equity Plans and Stock-based _3
Equity Plans and Stock-based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of options outstanding | 30,166,792 | 28,955,341 | ||||||
Stock based compensation expense | $ 28,293 | $ 1,190 | $ 35,870 | $ 2,100 | $ 4,947 | $ 2,937 | $ 1,706 | |
Total compensation cost related to unvested awards not yet recognised | $ 9,800 | |||||||
Total unrecognized stock based compensation cost related to stock awards | $ 41,000 | $ 41,000 | ||||||
Weighted average period | 1 year 10 months 24 days | 2 years 6 months | ||||||
Common stock capital shares reserved for future issuance | 118,724,904 | 118,724,904 | 266,494,345 | 227,825,043 | ||||
Weighted average exercise price | $ 0.53 | $ 0.55 | $ 0.47 | $ 0.35 | ||||
Weighted-average grant date fair value of options granted | $ 0.94 | $ 0.31 | $ 0.24 | |||||
Total grant date fair value of options vested | $ 5,400 | $ 2,500 | $ 1,800 | |||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total unrecognized stock based compensation cost related to stock awards | $ 86,300 | $ 86,300 | ||||||
Weighted average period | 3 years 1 month 6 days | |||||||
CEO Awards Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock based compensation expense | $ 0 | |||||||
Total compensation cost related to unvested awards not yet recognised | $ 35,300 | $ 35,300 | $ 44,300 | |||||
Weighted average period | 2 years 6 months | |||||||
Equity Incentive Plan Two Thousand Twenty One [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share based compensation arrangement, shares available for grant | 40,878,653 | 40,878,653 | ||||||
Share based compensation, terms of plan | On the first day of each March, beginning on March 1, 2021 and continuing through March 1, 2030, the 2021 EIP reserve will automatically increase by a number of shares equal to the lesser of (a) 5% of the total number of shares actually issued and outstanding on the last day of the preceding month and (b) a number determined by the Company’s Board of Directors. | |||||||
Equity Stock Purchase Plan Two Thousand Twenty One [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share based compensation arrangement, shares available for grant | 8,177,683 | 8,177,683 | ||||||
Share based compensation, terms of plan | on the first day of each March during the term of the 2021 ESPP, commencing on March 1, 2021 and ending on (and including) March 1, 2040, the aggregate number of shares of stock that may be issued under the 2021 ESPP shall automatically increase by a number equal to the lesser of (i) one percent (1%) of the total number of shares of stock issued and outstanding on the last day of the preceding month, (ii) 5,400,000 shares of stock (subject to standard anti-dilution adjustments), or (iii) a number of shares of stock determined by the Company’s Board of Directors. | |||||||
Share based compensation arrangement, description of plan | Under the 2021 ESPP, eligible employees are permitted to purchase shares of the Company’s Common Stock at 85% of the lower of fair market value the Company’s Common Stock on the first trading day of an offering period or on the purchase date. | |||||||
Equity Incentive Plan Two Thousand Seventeen [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share based compensation arrangement, description of plan | Stock options under the 2017 Plan generally expire 10 years from the date of grant, or earlier if services are terminated. The exercise price of an ISO and NSO shall not be less than 100% of the estimated fair value of the shares on the date of grant, respectively, as determined by the Company’s board of directors. Stock options granted generally vest over four years and at a rate of 25% upon the first anniversary of the issuance date and 1/48th per month thereafter. | |||||||
Common stock capital shares reserved for future issuance | 24,259,238 | 24,259,238 | 4,500,000 | |||||
Equity Incentive Plan Two Thousand Seven [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock capital shares reserved for future issuance | 5,143,849 | 5,143,849 | ||||||
Chief Executive Officer [Member] | CEO Awards Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of options outstanding | 1,500,000 | 1,500,000 | 1,500,000 | |||||
Weighted average exercise price | $ 0.75 | |||||||
Grant date fair value of stock option awards | $ 1,100,000 |
Equity Plans and Stock-based _4
Equity Plans and Stock-based Compensation - Summary of stock option awards (Detail) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jul. 31, 2021 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of stock option awards outstanding beginning balance | 30,166,792 | 28,955,341 | |||
Number of stock option awards granted | 8,912,180 | 10,780,372 | 8,811,605 | ||
Number of stock option awards exercised | (3,292,219) | (11,042,592) | (4,830,469) | (3,853,935) | |
Number of stock option awards forfeited | (452,893) | ||||
Number of stock option awards expired | (19,963) | (2,585,875) | (2,728,460) | (2,250,990) | |
Number of stock option awards outstanding ending balance | 26,401,717 | 30,167,177 | 34,883,464 | 31,662,021 | |
Number of stock option awards options vested and expected to vest | 25,667,621 | 27,483,800 | |||
Number of stock option awards exercisable | 16,457,228 | 16,591,050 | |||
Weighted average exercise price outstanding beginning balance | $ 0.71 | $ 0.65 | $ 0.6 | $ 0.59 | |
Weighted average exercise price granted | 0.75 | 0.75 | 0.57 | ||
Weighted average exercise price exercised | 0.53 | 0.55 | 0.47 | 0.35 | |
Weighted average exercise price forfeited | 0.73 | ||||
Weighted average exercise price expired | 53.22 | 0.84 | 0.83 | 0.75 | |
Weighted average exercise price outstanding ending balance | 0.69 | 0.71 | $ 0.65 | $ 0.6 | |
Weighted average exercise price options vested and expected to vest | 0.69 | 0.69 | |||
Weighted average exercise price exercisable | $ 0.66 | $ 0.68 | |||
Weighted average remaining contractual term | 7 years | 7 years 3 months 18 days | 7 years 4 months 24 days | 7 years 8 months 12 days | |
Weighted average remaining contractual term options vested and expected to vest | 7 years | 7 years 2 months 12 days | |||
Weighted average remaining contractual term exercisable | 6 years 3 months 18 days | 6 years 4 months 24 days | |||
Aggregate intrinsic value outstanding | $ 1,064,539 | $ 8,905,754 | |||
Aggregate intrinsic value exercised | (110,643,446) | $ (3,464,262) | $ (1,364,006) | ||
Aggregate intrinsic value options vested and expected to vest | $ 589,470 | 969,997,293 | |||
Aggregate intrinsic value exercisable | 378,402 | 586,047,442 | |||
Aggregate intrinsic value outstanding | $ 606,280 | $ 1,064,538,557 | $ 19,314,017 | $ 7,456,493 |
Equity Plans and Stock-based _5
Equity Plans and Stock-based Compensation - Summary of RSU activity (Detail) - Restricted Stock Units (RSUs) [Member] | 6 Months Ended |
Jul. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares Outstanding as of January 31, 2021 | shares | 0 |
Number of Shares RSU granted | shares | 4,680,439 |
Number of Shares RSU vested | shares | (652,901) |
Number of Shares RSU forfeited | shares | (10,389) |
Number of Shares Outstanding as of July 31, 2021 | shares | 4,017,149 |
Weighted Average Grant Date Fair Value per Share Outstanding as of January 31, 2021 | $ / shares | $ 0 |
Weighted Average Grant Date Fair Value per Share RSU granted | $ / shares | 27.38 |
Weighted Average Grant Date Fair Value per Share RSU vested | $ / shares | 27.30 |
Weighted Average Grant Date Fair Value per Share RSU forfeited | $ / shares | 27.30 |
Weighted Average Grant Date Fair Value per Share Outstanding as of July 31, 2021 | $ / shares | $ 27.40 |
Equity Plans and Stock-based _6
Equity Plans and Stock-based Compensation - Summary of Stock Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total stock-based compensation expense | $ 28,293 | $ 1,190 | $ 35,870 | $ 2,100 | $ 4,947 | $ 2,937 | $ 1,706 |
Cost of revenue [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total stock-based compensation expense | 2,164 | 41 | 2,188 | 64 | 115 | 39 | 28 |
Research and development [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total stock-based compensation expense | 13,682 | 454 | 14,357 | 757 | 1,807 | 871 | 419 |
Sales and marketing [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total stock-based compensation expense | 4,169 | 356 | 4,767 | 655 | 1,501 | 1,164 | 541 |
General and administrative [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total stock-based compensation expense | $ 8,278 | $ 339 | $ 14,558 | $ 624 | $ 1,524 | $ 863 | $ 718 |
Equity Plan and Stock-based Com
Equity Plan and Stock-based Compensation - Summary of Weighted-average Assumptions Used to Determine the Fair Value of Stock Options Granted (Detail) | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility, Minimum | 49.10% | 40.30% | 40.90% |
Expected volatility, Maximum | 51.60% | 40.90% | 41.60% |
Risk-free interest rate, Minimum | 0.30% | 1.40% | 2.70% |
Risk-free interest rate, Maximum | 1.60% | 2.40% | 2.90% |
Dividend rate | 0.00% | 0.00% | 0.00% |
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 5 years 7 months 6 days | 5 years | 6 years 1 month 6 days |
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 5 years 9 months 18 days | 5 years 10 months 24 days | 6 years 4 months 24 days |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 29, 2020 | Jul. 31, 2021 | Jul. 31, 2021 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 |
Effective income tax rate | 0.00% | 0.00% | (0.10%) | (0.10%) | (0.10%) | ||
Valuation allowance increased amount | $ 16,700 | $ 36,200 | $ 29,800 | ||||
Federal net operating loss carryforwards | 434,700 | ||||||
Federal net operating loss carryforwards not expire | $ 281,900 | ||||||
Income tax description | As of January 31, 2021, the Company had federal and California state net operating loss (“NOL”) carryforwards of $434.7 million and $229.7 million, respectively, of which $281.9 million of the federal NOL carryforwards can be carried forward indefinitely. The federal and California state net operating loss carryforwards begin to expire in 2028 and 2029, respectively. In addition, the Company had NOLs for other states of $134.7 million, which expire beginning in the year 2022. | ||||||
Section 382 Ownership Change description | Under Internal Revenue Code Section 382, the Company’s ability to utilize NOL carryforwards or other tax attributes such as research tax credits, in any taxable year may be limited if the Company experiences, or has experienced, an “ownership change.” A Section 382 “ownership change” generally occurs if one or more stockholders or groups of stockholders, who own at least 5% of the Company’s stock, increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. | ||||||
Federal tax credits expected to expire for income tax purposes | $ 9,700 | ||||||
Unrecognized tax benefits | $ 9,402 | $ 10,153 | $ 6,884 | $ 4,445 | |||
Description of Cares Act tax adjustments | The Consolidated Appropriations Act, 2021, which was enacted on December 27, 2020, has expanded, extended, and clarified selected CARES Act provisions, specifically on Paycheck Protection Program (PPP) loan and Employee Retention Tax Credit, 100% deductibility of business meals as well as other tax extenders. The Consolidated Appropriations Act did not have a material impact on the Company’s tax provision for the year ended January 31, 2021. | ||||||
Cares Act [Member] | |||||||
Carryback of net operating losses, Period | 5 years | ||||||
Removing percentage of taxable income limitation on utilization of Net Operating Loss | 80.00% | ||||||
Minimum [Member] | Cares Act [Member] | |||||||
Percentage of taxable income limitation | 30.00% | ||||||
Maximum [Member] | Cares Act [Member] | |||||||
Percentage of taxable income limitation | 50.00% | ||||||
CALIFORNIA | |||||||
State net operating loss carryforwards | $ 229,700 | ||||||
Research credit carryforwards | 5,100 | ||||||
Net Operating Loss due to ownership changes | 53,100 | ||||||
Description of net operating loss deductions | The legislation disallows the use of California net operating loss deductions if the taxpayer recognizes business income and its adjusted gross income is greater than $1 million. Additionally, any business credit will only offset a maximum of $5 million of California tax. | ||||||
Other State [Member] | |||||||
State net operating loss carryforwards | 134,700 | ||||||
State and Local Jurisdiction [Member] | |||||||
Research credit carryforwards | 8,800 | ||||||
Net Operating Loss due to ownership changes | $ 40,300 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of income tax provision - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Current | |||||||
Federal | |||||||
State | 47 | 35 | |||||
Foreign | 151 | 189 | 119 | ||||
Total current | 198 | 224 | 119 | ||||
Deferred | |||||||
Federal | |||||||
State | |||||||
Foreign | |||||||
Total deferred | |||||||
Total provision for income taxes | $ 65 | $ 48 | $ 103 | $ 105 | $ 198 | $ 224 | $ 119 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of net deferred tax assets - USD ($) $ in Thousands | Jan. 31, 2021 | Jan. 31, 2020 |
Deferred tax assets: | ||
Net operating losses | $ 114,154 | $ 105,663 |
Research & development credits | 12,054 | 14,320 |
Deferred revenue | 15,270 | 6,968 |
Accruals and reserves | 8,102 | 6,692 |
Stock-based compensation | 980 | 653 |
Operating lease liabilities | 6,999 | 3,370 |
Total deferred tax assets | 157,559 | 137,666 |
Less: valuation allowance | (150,991) | (134,337) |
Deferred tax liabilities: | ||
Depreciation and amortization | (375) | (489) |
Operating lease right-of-use assets | (6,186) | (2,834) |
Total deferred tax liabilities | (6,561) | (3,323) |
Net deferred tax assets | $ 7 | $ 6 |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Loss Before Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||||||
Domestic | $ (197,908) | $ (134,578) | $ (108,663) | ||||
Foreign | 1,082 | 475 | 695 | ||||
Net loss before income taxes | $ (84,873) | $ (35,239) | $ (2,546) | $ (65,280) | $ (196,826) | $ (134,103) | $ (107,968) |
Income Taxes - Summary of Unrec
Income Taxes - Summary of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits — beginning | $ 10,153 | $ 6,884 | $ 4,445 |
Gross decreases — prior period tax position | (3,620) | ||
Gross increases — current period tax position | 2,869 | 3,269 | 2,439 |
Unrecognized tax benefits — ending | $ 9,402 | $ 10,153 | $ 6,884 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of reconciliation of the statutory federal income tax rate to the Company's effective tax rate | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2021 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Schedule of reconciliation of the statutory federal income tax rate to the Company's effective tax rate [Abstract] | |||||
Tax at federal statutory rate | 21.00% | 21.00% | 21.00% | ||
Permanent differences | (0.60%) | (1.50%) | (0.80%) | ||
Warrant Mark to Market | (7.80%) | (0.10%) | (0.10%) | ||
Stock-based compensation | (0.20%) | (0.20%) | (0.20%) | ||
Change in Valuation Allowance | (13.60%) | (21.10%) | (21.90%) | ||
Research and development tax credits | 1.10% | 1.80% | 1.90% | ||
Effective tax rate | 0.00% | 0.00% | (0.10%) | (0.10%) | (0.10%) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Millions | Jul. 31, 2021 | Jan. 31, 2021 | Jan. 31, 2020 |
Daimler [Member] | |||
Related Party Transaction [Line Items] | |||
Related party accounts receivable | $ 2.5 | $ 1.2 | $ 0.9 |
Related Party Transactions - Su
Related Party Transactions - Summary of Revenue Transactions (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | $ 2,071 | $ 850 | $ 3,406 | $ 1,576 | $ 3,457 | $ 3,112 | $ 1,082 |
Daimler [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | $ 2,071 | $ 850 | $ 3,406 | $ 1,576 | $ 3,457 | $ 3,112 | $ 1,082 |
Geographic Information - Summar
Geographic Information - Summary of Revenue and Long-Lived Assets by Geographic Area (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Revenue and long-lived assets by geographical areas [Abstract] | |||||||
Revenue | $ 56,121 | $ 34,957 | $ 96,631 | $ 67,733 | $ 146,490 | $ 144,515 | $ 92,030 |
Total long-lived assets | 51,805 | 38,210 | |||||
United States [Member] | |||||||
Revenue and long-lived assets by geographical areas [Abstract] | |||||||
Revenue | $ 51,109 | $ 32,347 | $ 86,219 | $ 62,638 | 131,571 | 130,184 | 81,408 |
Total long-lived assets | 46,759 | 36,836 | |||||
Rest of World [Member] | |||||||
Revenue and long-lived assets by geographical areas [Abstract] | |||||||
Revenue | 14,919 | 14,331 | $ 10,622 | ||||
Total long-lived assets | $ 5,046 | $ 1,374 |
Basic and Diluted Net Loss Pe_3
Basic and Diluted Net Loss Per Share - Additional Information (Detail) | Jul. 31, 2021 |
Exchange ratio used to determine the number of shares of common stock into which they converted | 0.9966 |
Basic and Diluted Net Loss Pe_4
Basic and Diluted Net Loss Per Share - Summary of Computation of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jul. 31, 2021 | Apr. 30, 2021 | Jul. 31, 2020 | Apr. 30, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Numerator: | |||||||||
Net income (loss) | $ (84,938) | $ 82,289 | $ (35,287) | $ (30,098) | $ (2,649) | $ (65,385) | $ (197,024) | $ (134,327) | $ (108,087) |
Adjust: Accretion of beneficial conversion feature of redeemable convertible preferred stock | 0 | 58,625 | 0 | 58,625 | 60,377 | 0 | 0 | ||
Adjust: Cumulative dividends on redeemable convertible preferred stock | 0 | (4,292) | |||||||
Adjust: Deemed dividends attributable to vested option holders | 0 | (51,855) | |||||||
Adjust: Deemed dividends attributable to common stock warrant holders | 0 | (110,635) | |||||||
Net loss attributable to common stockholders - Basic | (84,938) | (93,912) | (169,431) | (124,010) | $ (274,200) | $ (134,327) | $ (108,087) | ||
Less: Gain attributable to earnout shares issued | 0 | (84,420) | |||||||
Less: Change in fair value of dilutive warrants | (7,427) | (53,540) | |||||||
Net loss attributable to common stockholders - Diluted | $ (92,365) | $ (93,912) | $ (307,391) | $ (124,010) | |||||
Denominator: | |||||||||
Weighted average common shares outstanding | 312,465,016 | 13,537,501 | 266,473,703 | 12,822,481 | 15,116,763 | 8,893,787 | 4,342,517 | ||
Less: Weighted-average unvested restricted shares and shares subject to repurchase | (237,490) | (68,824) | (276,221) | 0 | |||||
Weighted average shares outstanding - Basic | 312,227,526 | 13,468,677 | 266,197,482 | 12,822,481 | |||||
Add: Earnout Shares under the treasury stock method | 0 | 0 | 7,464,203 | 0 | |||||
Add: Public and Private Placement Warrants under the treasury stock method | 1,374,574 | 0 | 1,915,315 | 0 | |||||
Weighted average shares outstanding - Diluted | 313,602,100 | 13,468,677 | 275,577,000 | 12,822,481 | |||||
Net loss per share attributable to common stockholders, basic and diluted | $ (18.14) | $ (15.10) | $ (24.89) | ||||||
Net loss per share - Basic | $ (0.27) | $ (6.97) | $ (0.64) | $ (9.67) | |||||
Net loss per share - Diluted | $ (0.29) | $ (6.97) | $ (1.12) | $ (9.67) |
Basic and Diluted Net Loss Pe_5
Basic and Diluted Net Loss Per Share - Summary of Computation of Diluted Net Loss Per Share (Detail) - shares | 6 Months Ended | 12 Months Ended | |||
Jul. 31, 2021 | Jul. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total potentially dilutive common share equivalents | 67,706,176 | 270,229,995 | 262,337,147 | 222,205,064 | 215,869,536 |
Redeemable Convertible Preferred Stock [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total potentially dilutive common share equivalents | 0 | 192,469,995 | 193,037,715 | 170,686,661 | 168,052,012 |
Options to purchase common stock [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total potentially dilutive common share equivalents | 26,401,717 | 39,463,877 | 30,167,178 | 34,883,465 | 31,662,022 |
Unvested restricted common stock [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total potentially dilutive common share equivalents | 166,100 | 564,740 | |||
Restricted Stock Units (RSUs) [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total potentially dilutive common share equivalents | 4,017,149 | 0 | |||
Unvested early exercised common stock options [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total potentially dilutive common share equivalents | 211,464 | 102,781 | 371,193 | 58,830 | 58,971 |
Redeemable convertible preferred stock warrant [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total potentially dilutive common share equivalents | 2,358,546 | 2,358,546 | 2,358,546 | ||
Common stock warrants [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total potentially dilutive common share equivalents | 36,402,515 | 14,051,462 | 13,173,245 | ||
Common Stock and Preferred Stock Warrants [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total potentially dilutive common share equivalents | 37,075,846 | 38,193,342 |
Acquisitions and Subsequent E_2
Acquisitions and Subsequent Events - Additional Information (Detail) $ / shares in Units, € in Millions | Aug. 11, 2021EUR (€) | Jul. 20, 2021EUR (€) | Jun. 29, 2021shares | Mar. 19, 2021$ / sharesshares | Mar. 15, 2021USD ($) | Mar. 12, 2021$ / sharesshares | Feb. 26, 2021USD ($)$ / sharesshares | Apr. 30, 2021USD ($) | Jul. 31, 2020USD ($) | Jul. 31, 2021USD ($)$ / sharesshares | Jul. 31, 2020USD ($) | Jan. 31, 2021USD ($)$ / sharesshares | Jan. 31, 2020USD ($)shares | Jan. 31, 2019USD ($) | Jul. 06, 2021$ / shares | Jul. 01, 2021$ / shares | Mar. 13, 2021USD ($) |
Subsequent Event [Line Items] | |||||||||||||||||
Adjustments in warrants | $ | $ 11,516,000 | $ (9,237,000) | $ 10,981,000 | $ 73,125,000 | $ 875,000 | $ 388,000 | |||||||||||
Additional paid-in capital | $ | $ 1,216,893,000 | $ 62,736,000 | $ 20,331,000 | ||||||||||||||
Issuance Of Earnout Shares | 118,724,904 | 266,494,345 | 227,825,043 | ||||||||||||||
Number of days determining Earnout Triggering Event | 10 days | 10 days | |||||||||||||||
Number of consecutive days determining Earnout Triggering Event | 20 days | 20 days | |||||||||||||||
Earnout Triggering Event [Member] | Share Price Greater Or Equal 15 USD [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Share price triggering Earnout | $ / shares | $ 15 | $ 15 | |||||||||||||||
Earnout Triggering Event [Member] | Share Price Greater Or Equal 20 USD [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Share price triggering Earnout | $ / shares | $ 20 | 20 | |||||||||||||||
Earnout Triggering Event [Member] | Share Price Greater Or Equal 30 USD [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Share price triggering Earnout | $ / shares | $ 30 | ||||||||||||||||
Tranche Three [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Earnout Shares | 9,000,000 | 9,000,000 | |||||||||||||||
Tranche Three [Member] | Earnout Triggering Event [Member] | Share Price Greater Or Equal 30 USD [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Earnout Shares | 9,000,000 | ||||||||||||||||
Share price triggering Earnout | $ / shares | $ 30 | ||||||||||||||||
Sponsor [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Principal amount of working capital loans | $ | $ 1,500,000 | ||||||||||||||||
Sponsor [Member] | Private Placement Warrants [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Debt conversion converted instrument warrants issued | 1,000,000 | ||||||||||||||||
Conversion price per warrants | $ / shares | $ 1.50 | ||||||||||||||||
PIPE Investor [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Stock issued during period shares new issues | 22,500,000 | ||||||||||||||||
Aggregate purchase price | $ | $ 225,000,000 | ||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Repayments of term loan facility | $ | $ 35,000,000 | ||||||||||||||||
Payments of accrued interest and prepayment fees | $ | $ 1,200,000 | ||||||||||||||||
Adjustments in warrants | $ | $ 84,400,000 | ||||||||||||||||
Additional paid-in capital | $ | $ 743,700,000 | ||||||||||||||||
Subsequent Event [Member] | Tranche Three And Final [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Earnout Shares | 9,000,000 | ||||||||||||||||
Subsequent Event [Member] | Public Warrants [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Class of warrants redemption price per share | $ / shares | $ 0.01 | ||||||||||||||||
Has To Be [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Payments to Acquire Businesses, Gross | € | € 250 | ||||||||||||||||
ViriCiti B V [Member] | Subsequent Event [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Payments to Acquire Businesses, Gross | € | € 75 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Stock that may be issued | 27,000,000 | 27,000,000 | |||||||||||||||
Common Stock [Member] | Business Combination Agreement [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Conversion of warrants,shares issued | 38,761,031 | ||||||||||||||||
Conversion of options, shares issued | 30,135,695 | ||||||||||||||||
Conversion of unvested restricted shares of common stock, shares issued | 345,689 | ||||||||||||||||
Common Stock [Member] | Charge Point [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Business Acquisition,Number of Shares received | 0.9966 | ||||||||||||||||
Earnout Shares [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Issuance Of Earnout Shares | 18,000,000 | 27,000,000 | |||||||||||||||
Earnout share price | $ / shares | $ 27.84 | ||||||||||||||||
Earnout liability | $ | $ 828,100 | $ 743,700,000 | |||||||||||||||
Founder Shares [Member] | Founders Stock Letter [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Number of shares cancelled as a capital contribution | 984,706 | ||||||||||||||||
Number of shares cancelled as a capital contribution par value per share | $ / shares | $ 0.0001 | ||||||||||||||||
Number of founder shares forfeited | 900,000 | ||||||||||||||||
Stock conversion basis | one-for-one |