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(Mark One) xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedApril 30, 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(IRS EmployerIdentification No.) Delaware(State or other jurisdiction of incorporation ororganization) 95008(Zip Code) 240 East Hacienda AvenueCampbell,CA(Address of principal executive offices) (408)841-4500(Registrant's telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, par value $0.0001CHPTNew York Stock Exchange Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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.Yesx No o Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuantto Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).Yesx Noo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer xAccelerated filerooSmaller reporting companyoEmerging growth companyo If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).YesoNox The registrant had outstanding461,649,680shares of common stock as of May 30, 2025. CHARGEPOINT HOLDINGS, INC. Table of Contents PagePart I - Financial InformationItem 1.Condensed Consolidated Financial Statements (Unaudited)5Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations30Item 3.Quantitative and Qualitative Disclosures About Market Risk42Item 4.Controls and Procedures42Part II - Other InformationItem 1.Legal Proceedings43Item 1A.Risk Factors43Item 2.Unregistered Sales of Equity Securities and Use of Proceeds82Item 3.Defaults Upon Senior Securities82Item 4.Mine Safety Disclosures82Item 5.Other Information82Item 6.Exhibits83Signatures84 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This quarterly report on Form 10-Q (this “Quarterly Report”) includes “forward-looking statements” within the meaning of Section 27Aof the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the“Exchange Act”). These forward-looking statements could include, among other things, statements regarding the future financial performanceof ChargePoint Holdings, Inc. (“ChargePoint” or the “Company,” or “we,” “us,” “our” and similar terms), as well as ChargePoint’s strategy,future operations, future operating results, financial position, and resources, expectations regarding revenue, losses, costs, margins andprospects, as well as management plans and objectives. All statements, other than statements of present or historical fact included in thisQuarterly Report, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,”“should,” “could,” “would,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “continue,” “project” or negatives of such termsand other similar expressions that predict or indicate future events or trends or that are not statements of present or historical matters. Thesestatements are based on various assumptions, whether or not identified herein, and on the current expectations of ChargePoint’s managementand are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are notintended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of, fact orprobability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptio