ChargePoint Holdings Inc 2024年度报告

FORM10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedJanuary 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission file number001-39004 ChargePoint Holdings, Inc.(Exact name of registrant as specified in its charter) ___________________________________ 84-1747686 Delaware (I.R.S. EmployerIdentification No.) (State or other jurisdiction ofincorporation or organization) (408)841-4500Registrant's telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to section 12(g) of the Act: (Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports);and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Non-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of voting stock held by non-affiliates of the Registrant on July31, 2024, the last business day of theRegistrant’s most recently completed second fiscal quarter, based on the closing price of $2.17 for shares of the Registrant’s commonstock as reported by the New York Stock Exchange, was approximately $0.9billion. Shares of common stock beneficially owned byeach executive officer, director, and their affiliated holders have been excluded in that such persons may be deemed to be affiliates.This determination of affiliate status is not necessarily a conclusive determination for other purposes. The registrant had outstanding458,200,956shares of common stock as of March19, 2025. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s definitive proxy statement relating to its 2025 annual meeting of shareholders (the “2025 ProxyStatement”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2025 ProxyStatement will be filed with the U.S. Securities Exchange Commission within 120 days after the end of the fiscal year to which thisreport relates. Table of Contents PART III105Item 10. Directors, Executive Officers and Corporate Governance105Item 11. Executive Compensation105Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters105Item 13. Certain Relationships and Related Transactions, and Director Independence105Item 14. Principal Accounting Fees and Services105 PART IV106Item 15. Exhibits and Financial Statement Schedules106Item 16. Form 10-K Summary108Signatures109 This annual report on Form 10-K (this “Annual Report