CHARGEPOINT HOLDINGS, INC., 10-K filed on 4/1/2024
Annual Report
v3.24.1
Cover - USD ($)
$ in Billions
 12 Months Ended
Jan. 31, 2024
Mar. 19, 2024
Jul. 31, 2023
Cover [Abstract]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Jan. 31, 2024    
Current Fiscal Year End Date --01-31    
Document Transition Report false    
Entity File Number 001-39004    
Entity Registrant Name ChargePoint Holdings, Inc.    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 84-1747686    
Entity Address, Address Line One 240 East Hacienda Avenue    
Entity Address, City or Town Campbell    
Entity Address, State or Province CA    
Entity Address, Postal Zip Code 95008    
City Area Code 408    
Local Phone Number 841-4500    
Title of 12(b) Security Common Stock, par value $0.0001    
Trading Symbol CHPT    
Security Exchange Name NYSE    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Entity Shell Company false    
Document Financial Statement Error Correction false    
Entity Public Float     $ 2.7
Entity Common Stock, Shares Outstanding   423,359,511  
Documents Incorporated by Reference Portions of the Registrant’s definitive proxy statement relating to its 2024 annual meeting of shareholders (the “2024 Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2024 Proxy Statement will be filed with the U.S. Securities Exchange Commission within 120 days after the end of the fiscal year to which this report relates.    
Document Fiscal Year Focus 2024    
Document Fiscal Period Focus FY    
Amendment Flag false    
Entity Central Index Key 0001777393    
v3.24.1
Audit Information
 12 Months Ended
Jan. 31, 2024
Audit Information [Abstract]  
Auditor Name PricewaterhouseCoopers LLP
Auditor Firm ID 238
Auditor Location San Jose, California
v3.24.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Jan. 31, 2024
Jan. 31, 2023
Current assets:    
Cash and cash equivalents $ 327,410 $ 264,162
Restricted cash 30,400 30,400
Short-term investments 0 104,966
Accounts receivable, net of allowance of $14,000 as of January 31, 2024 and $10,000 as of January 31, 2023 124,049 164,892
Inventories 198,580 68,730
Prepaid expenses and other current assets 62,244 71,020
Total current assets 742,683 704,170
Property and equipment, net 42,446 40,046
Intangible assets, net 80,555 92,673
Operating Lease, Right-of-Use Asset 15,362 22,242
Goodwill 213,750 213,716
Other assets 8,567 7,110
Total assets 1,103,363 1,079,957
Current liabilities:    
Accounts payable 71,081 62,076
Accrued and other current liabilities 159,104 133,483
Deferred revenue 99,968 88,777
Total current liabilities 330,153 284,336
Deferred revenue, noncurrent 131,471 109,833
Debt, noncurrent 283,704 294,936
Operating lease liabilities 17,350 21,841
Deferred tax liabilities 11,252 12,987
Other long-term liabilities 1,757 1,032
Total liabilities 775,687 724,965
Commitments and contingencies
Temporary Equity [Abstract]    
Redeemable convertible preferred stock: $0.0001 par value; zero and 0 shares authorized as of January 31, 2024 and 2023, respectively; zero and 0 shares issued and outstanding as of January 31, 2024 and 2023, respectively (liquidation value: nil and $0 as of January 31, 2024 and 2023, respectively) 0 0
Stockholders' equity:    
Common stock: $0.0001 par value; 1,000,000,000 shares authorized as of each of January 31, 2024 and 2023; 421,116,720 and 348,330,481 shares issued and outstanding as of January 31, 2024 and 2023, respectively 42 35
Preferred stock, $0.0001 par value; 10,000,000 shares authorized as of each of January 31, 2024 and 2023; zero shares issued and outstanding as of each of January 31, 2024 and 2023 0 0
Additional paid-in capital 1,957,932 1,528,104
Accumulated other comprehensive loss (15,926) (16,384)
Accumulated deficit (1,614,372) (1,156,763)
Total stockholders' equity 327,676 354,992
Total liabilities and stockholders' equity $ 1,103,363 $ 1,079,957
Preferred stock, shares authorized (in shares) 10,000,000 10,000,000
Common stock, shares authorized (in shares) 1,000,000,000 1,000,000,000
v3.24.1
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Jan. 31, 2024
Jan. 31, 2023
Current assets:    
Allowance for credit loss $ 14,000 $ 10,000
Temporary Equity [Abstract]    
Shares outstanding (in shares) 0 0
Stockholders' equity:    
Common stock, par value (USD per share) $ 0.0001 $ 0.0001
Common stock, shares authorized (in shares) 1,000,000,000 1,000,000,000
Common Stock, shares issued (in shares) 421,116,720 348,330,481
Common stock, shares outstanding (in shares) 421,116,720 348,330,481
Preferred stock, par value (USD per share) $ 0.0001 $ 0.0001
Preferred stock, shares authorized (in shares) 10,000,000 10,000,000
Preferred stock, shares issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
Restricted cash $ 30,400 $ 30,400
v3.24.1
Consolidated Statements of Operations - USD ($)
 12 Months Ended
Jan. 31, 2024
Jan. 31, 2023
Jan. 31, 2022
Revenue      
Total revenue $ 506,639,000 $ 468,094,000 $ 241,006,000
Cost of revenue      
Total cost of revenue 476,521,000 382,161,000 187,473,000
Gross profit 30,118,000 85,933,000 53,533,000
Operating expenses      
Research and development 220,781,000 194,957,000 145,043,000
Sales and marketing 150,186,000 142,392,000 92,550,000
General and administrative 109,102,000 90,366,000 81,380,000
Total operating expenses 480,069,000 427,715,000 318,973,000
Loss from operations (449,951,000) (341,782,000) (265,440,000)
Interest income 9,603,000 5,534,000 98,000
Interest expense (16,273,000) (9,434,000) (1,502,000)
Change in fair value of contingent earnout liability 0 0 84,420,000
Transaction costs expensed 0 0 (7,031,000)
Other expense, net (1,009,000) (1,569,000) (2,775,000)
Net loss before income taxes (457,630,000) (347,275,000) (135,171,000)
Benefit from income taxes (21,000) (2,167,000) (2,930,000)
Net loss (457,609,000) (345,108,000) (132,241,000)
Cumulative undeclared dividends on redeemable convertible preferred stock 0 0 (4,292,000)
Deemed dividends attributable to vested option holders 0 0 (51,855,000)
Deemed dividends attributable to common stock warrant holders 0 0 (110,635,000)
Net loss attributable to common stockholders - Basic (457,609,000) (345,108,000) (299,023,000)
Gain attributable to earnout shares issued 0 0 (84,420,000)
Change in fair value of dilutive warrants 0 0 (68,223,000)
Net loss attributable to common stockholders - Diluted $ (457,609,000) $ (345,108,000) $ (451,666,000)
Weighted average shares outstanding - Basic (in shares) 375,529,883 338,488,667 297,421,969
Weighted average shares outstanding - Diluted (in shares) 375,529,883 338,488,667 302,490,266
Net loss per share - Basic (USD per share) $ (1.22) $ (1.02) $ (1.01)
Net loss per share - Diluted (USD per share) $ (1.22) $ (1.02) $ (1.49)
Redeemable convertible preferred stock warrant      
Operating expenses      
Change in fair value of warrant liabilities $ 0 $ 0 $ 9,237,000
Common stock warrant      
Operating expenses      
Change in fair value of warrant liabilities 0 (24,000) 47,822,000
Networked charging systems      
Revenue      
Total revenue 360,822,000 363,622,000 173,850,000
Cost of revenue      
Total cost of revenue 386,149,000 318,628,000 147,313,000
Subscriptions      
Revenue      
Total revenue 120,445,000 85,296,000 53,512,000
Cost of revenue      
Total cost of revenue 73,595,000 51,416,000 31,190,000
Other      
Revenue      
Total revenue 25,372,000 19,176,000 13,644,000
Cost of revenue      
Total cost of revenue $ 16,777,000 $ 12,117,000 $ 8,970,000
v3.24.1
Consolidated Statements of Comprehensive Income (Loss) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2024
Jan. 31, 2023
Jan. 31, 2022
Statement of Comprehensive Income [Abstract]      
Net loss $ (457,609) $ (345,108) $ (132,241)
Other comprehensive income (loss):      
Foreign currency translation adjustment, net of tax 9 (7,716) (8,374)
Available-for-sale short-term investments:      
Unrealized loss on short-term investments, net of tax 0 (449) 0
Reclassification adjustment for net realized gains on short-term investments included in net income, net of tax 449 0 0
Other comprehensive income (loss) 458 (8,165) (8,374)
Comprehensive loss $ (457,151) $ (353,273) $ (140,615)
v3.24.1
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($)
$ in Thousands
Total
Common Stock
Additional Paid-In Capital
Accumulated Other Comprehensive Income (Loss)
Accumulated Deficit
Temporary equity, beginning balance (in shares) at Jan. 31, 2021 182,934,257        
Temporary equity, beginning balance at Jan. 31, 2021 $ 615,697        
Increase (Decrease) in Temporary Equity [Roll Forward]          
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 (in shares) (182,934,257)        
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)        
Temporary equity, ending balance (in shares) at Jan. 31, 2022 0        
Temporary equity, ending balance at Jan. 31, 2022 $ 0        
Beginning balance (in shares) at Jan. 31, 2021   22,961,032      
Beginning balance at Jan. 31, 2021 (616,521) $ 2 $ 62,736 $ 155 $ (679,414)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
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 (in shares)   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 $ 20 615,677    
Issuance of common stock under stock plans, net of tax withholding (in shares)   8,620,607      
Issuance of common stock under stock plans, net of tax withholdings 4,516   4,516    
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 (in shares)   60,746,989      
Issuance of common stock upon the reverse recapitalization, net of issuance costs 200,466 $ 6 200,460    
Issuance of common stock upon exercise of warrants (in shares)   16,364,810      
Issuance of common stock upon exercise of warrants 352,613 $ 1 352,612    
Common stock of switchback (in shares)   5,695,176      
Issuance of common stock pursuant to business combinations 102,058 $ 1 102,057    
Issuance of earnout shares upon triggering events, net of tax withholding (in shares)   26,313,253      
Issuance of earnout shares upon triggering events, net of tax withholding 480,225 $ 3 480,222    
Contingent earnout liability recognized upon the closing of the reverse recapitalization (828,180)   (828,180)    
Reclassification of remaining contingent earnout liability upon triggering event 242,640   242,640    
Vesting of early exercised stock options $ 178   178    
Repurchase of early exercised common stock (in shares) (1,588)        
Stock-based compensation $ 67,331   67,331    
Net loss (132,241)       (132,241)
Other comprehensive income (loss) (8,374)     (8,374)  
Ending balance (in shares) at Jan. 31, 2022   334,760,615      
Ending balance at Jan. 31, 2022 $ 547,014 $ 33 1,366,855 (8,219) (811,655)
Temporary equity, ending balance (in shares) at Jan. 31, 2023 0        
Temporary equity, ending balance at Jan. 31, 2023 $ 0        
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Issuance of common stock under stock plans, net of tax withholding (in shares)   7,267,807      
Issuance of common stock under stock plans, net of tax withholdings 2,502 $ 1 2,501    
Issuance of common stock upon exercise of warrants (in shares)   1,041,533      
Issuance of common stock upon exercise of warrants 6,932   6,932    
Issuance of common stock upon ESPP purchase (in shares)   607,384      
Issuance of common stock upon ESPP purchase 8,947   8,947    
Issuance of common stock in connection with ATM offerings, net of issuance costs (in shares)   4,657,806      
Issuance of common stock in connection with ATM offerings, net of issuance costs 49,450 $ 1 49,449    
Vesting of early exercised stock options $ 69   69    
Repurchase of early exercised common stock (in shares) (4,664)        
Stock-based compensation $ 93,351   93,351    
Net loss (345,108)       (345,108)
Other comprehensive income (loss) (8,165)     (8,165)  
Ending balance (in shares) at Jan. 31, 2023   348,330,481      
Ending balance at Jan. 31, 2023 $ 354,992 $ 35 1,528,104 (16,384) (1,156,763)
Temporary equity, ending balance (in shares) at Jan. 31, 2024 0        
Temporary equity, ending balance at Jan. 31, 2024 $ 0        
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Issuance of common stock under stock plans, net of tax withholding (in shares)   12,223,116      
Issuance of common stock under stock plans, net of tax withholdings 3,763   3,763    
Issuance of common stock upon ESPP purchase (in shares)   1,265,309      
Issuance of common stock upon ESPP purchase 8,290   8,290    
Issuance of common stock in connection with ATM offerings, net of issuance costs (in shares)   59,299,481      
Issuance of common stock in connection with ATM offerings, net of issuance costs 287,199 $ 7 287,192    
Vesting of early exercised stock options $ 31   31    
Repurchase of early exercised common stock (in shares) (1,667)        
Impact of convertible note modification $ 13,225   13,225    
Stock-based compensation 117,327   117,327    
Net loss (457,609)       (457,609)
Other comprehensive income (loss) 458     458  
Ending balance (in shares) at Jan. 31, 2024   421,116,720      
Ending balance at Jan. 31, 2024 $ 327,676 $ 42 $ 1,957,932 $ (15,926) $ (1,614,372)
v3.24.1
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2024
Jan. 31, 2023
Jan. 31, 2022
Cash flows from operating activities      
Net loss $ (457,609) $ (345,108) $ (132,241)
Adjustments to reconcile net loss to net cash used in operating activities:      
Depreciation and amortization 28,486 25,050 16,457
Non-cash operating lease cost 4,343 4,739 4,244
Stock-based compensation 117,327 93,350 67,331
Amortization of deferred contract acquisition costs 2,859 2,361 1,786
Transaction costs expensed 0 0 7,031
Change in fair value of contingent earnout liability 0 0 (84,420)
Inventory impairment 70,000 0 0
Reserves and other 8,439 16,832 374
Changes in operating assets and liabilities, net of effect of acquisitions:      
Accounts receivable, net 36,510 (94,600) (38,388)
Inventories (173,661) (39,358) (1,991)
Prepaid expenses and other assets 7,002 (37,969) (23,941)
Accounts payable, operating lease liabilities, and accrued and other liabilities (5,466) 55,827 26,092
Deferred revenue 32,829 51,803 55,281
Net cash used in operating activities (328,941) (267,049) (157,178)
Cash flows from investing activities      
Purchases of property and equipment (19,424) (18,563) (16,410)
Purchases of investments 0 (284,835) 0
Maturities of investments 105,000 180,000 0
Cash paid for acquisition, net of cash acquired 0 (2,756) (205,330)
Net cash provided by (used in) investing activities 85,576 (126,154) (221,740)
Cash flows from financing activities      
Proceeds from the exercise of public warrants 0 6,884 118,864
Merger and PIPE financing 0 0 511,646
Payment of tax withholding obligations on settlement of earnout shares 0 0 (20,895)
Repayment of borrowings 0 0 (36,051)
Proceeds from issuance of debt, net of issuance costs 0 293,972 0
Payments of transaction costs related to Merger 0 0 (32,468)
Change in driver funds and amounts due to customers 13,691 11,107 3,675
Debt issuance costs related to the revolving credit facility (2,882) 0 0
Settlement of contingent earnout liability (3,537) 0 0
Proceeds from issuance of stock in connection with stock plans, net of withholding taxes 12,054 11,446 4,916
Proceeds from issuance of common stock in connection with ATM offerings, net of issuance costs 287,198 49,450 0
Net cash provided by financing activities 306,524 372,859 549,687
Effect of exchange rate changes on cash, cash equivalents, and restricted cash 89 (729) (1,025)
Net increase (decrease) in cash, cash equivalents, and restricted cash 63,248 (21,073) 169,744
Cash, cash equivalents, and restricted cash at beginning of period 294,562 315,635 145,891
Cash, cash equivalents, and restricted cash at end of period 357,810 294,562 315,635
Supplementary cash flow information      
Cash paid for interest 10,763 4,929 346
Cash paid for taxes 1,107 598 268
Supplementary cash flow information on non-cash investing and financing activities      
Impact of convertible note modification 13,225 0 0
Right-of-use assets obtained in exchange for lease liabilities 536 0 7,991
Impairment charges and accelerated depreciation of right-of-use assets due to reorganization 5,647 0 0
Acquisitions of property and equipment included in accounts payable and accrued and other current liabilities 2,095 1,954 660
Vesting of early exercised stock options 30 69 178
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization 0 0 615,697
Reclassification of Legacy ChargePoint redeemable convertible preferred stock warrant liability upon the reverse capitalization 0 0 66,606
Contingent earnout liability recognized upon the closing of the reverse recapitalization 0 0 828,180
Reclassification of remaining contingent earnout liability upon triggering event 0 0 242,640
Issuance of common stock in connection with acquisitions 0 0 102,057
ViriCiti      
Adjustments to reconcile net loss to net cash used in operating activities:      
Change in fair value of contingent earnout liability 0 0 2,266
Common stock warrant      
Adjustments to reconcile net loss to net cash used in operating activities:      
Change in fair value of warrant liabilities 0 24 (47,822)
Redeemable convertible preferred stock warrant      
Adjustments to reconcile net loss to net cash used in operating activities:      
Change in fair value of warrant liabilities $ 0 $ 0 $ (9,237)
v3.24.1
Description of Business and Basis of Presentation
 12 Months Ended
Jan. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description of Business and Basis of Presentation Description of Business and Basis of Presentation
ChargePoint Holdings, Inc. (“ChargePoint” or the “Company”, “it”, or “its”) designs, develops and markets networked electric vehicle (“EV”) charging system infrastructure (“Networked Charging Systems”), connected through cloud-based services (“Cloud” or “Cloud Services”) which (i) enable charging system owners, or hosts, to manage their Networked Charging Systems, and (ii) enable drivers to locate, reserve and authenticate Networked Charging Systems, and to transact EV charging sessions on those systems. ChargePoint’s Networked Charging Systems, subscriptions and other offerings provide 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 management of the Networked Charging Systems. This network also provides multiple web-based portals for charging system owners, fleet managers, drivers and utilities. In addition, the Company offers a range of extended warranties (“Assure”), as well as its ChargePoint as a Service (“CPaaS”) program which bundles use of ChargePoint owned and operated systems with Cloud Services, Assure and other benefits into one subscription.
The Company’s fiscal year ends on January 31. References to fiscal years 2024, 2023, and 2022 relate to the fiscal years ended January 31, 2024, January 31, 2023, and January 31, 2022, 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 and marketing its Networked Charging Systems, subscriptions and other offerings, raising capital, and recruiting personnel. 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, 2024, the Company had an accumulated deficit of $1,614.4 million.
The Company has funded its operations primarily with proceeds from the issuance of redeemable convertible preferred stock, convertible notes, exercise proceeds from options and warrants, borrowings under its loan facilities, customer payments, proceeds from sale of Common Stock under the ATM Facility, and proceeds from the Merger. In February 2021, the Company received cash proceeds of $484.1 million from the Merger. The Company had cash, cash equivalents and restricted cash of $357.8 million as of January 31, 2024. As of the date on which these consolidated financial statements were 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 following the issuance of the consolidated financial statements. The Company’s assessment of the period of time 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 and Cloud Services 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. If 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, the Company may need to reorganize its operations including through further reductions in its workforce and its business, operating results, and financial condition would be materially adversely affected.
Reverse Recapitalization
On February 26, 2021, Lightning Merger Sub Inc., a wholly-owned subsidiary of Switchback Energy Acquisition Corporation (“Switchback”), merged with ChargePoint, Inc. (“Legacy ChargePoint”), with Legacy ChargePoint surviving as a wholly-owned subsidiary of Switchback (the “Merger”). As a result of the Merger, Switchback was renamed “ChargePoint Holdings, Inc.” Immediately prior to the closing of the Merger (the “Closing”), Legacy ChargePoint’s outstanding series of redeemable convertible preferred stock were converted to Legacy ChargePoint common stock, which then converted to the Company’s common stock (“Common Stock”).
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 capital of proceeds and the remaining $7.0 million was expensed in the consolidated statements of operations.
The Merger is accounted for as a reverse capitalization in accordance with U.S. GAAP.
Acquisitions
On August 11, 2021, the Company acquired all of the outstanding shares of ViriCiti Group B.V. (“ViriCiti”) for $79.4 million in cash, as well as $7.1 million of additional earnout consideration contingent on meeting certain revenue targets as of January 31, 2023 (“ViriCiti Earnout”), which was paid in full on March 6, 2023. ViriCiti is a Netherlands-based provider of electrification solutions for eBus and commercial fleets with offices in the Netherlands and the United States.
On October 6, 2021, the Company acquired all of the outstanding shares of has•to•be gmbh (“HTB”) for approximately $235.0 million, consisting of $132.9 million in cash and $102.1 million in the form of 5,695,176 shares of ChargePoint Common Stock valued at $17.92 per share on the acquisition date. Of the cash component, $2.8 million was paid on February 3, 2022 as part of a working capital adjustment, and of the shares, 885,692 shares, valued at $15.9 million, were held in escrow to cover indemnity claims the Company could have made within eighteen months from the closing date and which were released to former HTB stockholders in April 2023. HTB is an Austria-based e-mobility provider with a European charging software platform.
v3.24.1
Summary of Significant Accounting Policies
 12 Months Ended
Jan. 31, 2024
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies 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 expected credit losses, inventory reserves, the useful lives of long-lived assets, the determination of the incremental borrowing rate used for operating lease liabilities, valuation of acquired goodwill and intangible assets, 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 across 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 have historically consisted 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, 2024 and 2023, one customer individually accounted for 10% or more of accounts receivable, net. For the year ended January 31, 2024, there were no customers that represented 10% or more of total revenue. For the year ended January 31, 2023, there was one customer that represented 10% or more of total revenue. For the year ended January 31, 2022 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.
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 relates to cash deposits restricted under letters of credit issued in support of customer and contract manufacturer 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,
202420232022
(in thousands)
Cash and cash equivalents$327,410 $264,162 $315,235 
Restricted cash30,400 30,400 400 
Total cash, cash equivalents, and restricted cash$357,810 $294,562 $315,635 
Short-Term Investments
The Company's portfolio of marketable debt securities have historically been comprised solely of U.S. government securities with maturities of more than three months, but less than one year. The Company classifies these as available-for-sale at purchase date and will reevaluate such designation at each period end date. The Company may sell these marketable debt securities prior to their stated maturities depending upon changing liquidity requirements.
These debt securities were classified as current assets in the consolidated balance sheet and recorded at fair value, with unrealized gains or losses included in accumulated other comprehensive income (loss) and as a component of the consolidated statements of comprehensive loss.
Gains and losses are recognized when realized. Gains and losses are determined using the specific identification method and are reported in other income (expense), net in the consolidated statements of operations.
For available-for-sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell the security or it is more likely than not that the Company will be required to sell the security before the recovery of its entire amortized cost basis. If either of these criteria is met, the security’s amortized cost basis is written down to fair value through other income (expense), net in the consolidated statements of operations. If neither of these criteria is met, the Company evaluates whether the decline in fair value below amortized cost is due to credit or non-credit related factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and any adverse conditions specifically related to the security, among other factors. Credit related unrealized losses are recognized as an allowance for expected credit losses of available-for-sale debt securities on the consolidated balance sheets with a corresponding charge in other income (expense), net in the consolidated statements of operations. Non-credit related unrealized losses are included in accumulated other comprehensive income (loss).
All of the short-term investments in U.S. Treasury securities have matured and no short-term investments remain outstanding as of January 31, 2024. As of January 31, 2023, short-term investments consisted of the following:
January 31, 2023
Amortized Cost(1)
Gross Unrealized GainsGross Unrealized LossesFair Value
(in thousands)
U.S. Treasury Securities$105,415 $— $(449)$104,966 
_______________
(1) Amortized cost and fair value amounts included interest receivable of $0.5 million.
The U.S. treasury securities were marketable debt securities stated on the consolidated balance sheets at fair value based upon inputs other than quoted prices in active markets (Level 2 inputs). The Company recorded $0.4 million of unrealized losses as a component of other comprehensive loss for the year ended January 31, 2023, which was reclassified out of other comprehensive loss at the maturity of the marketable debt securities during the year ended January 31, 2024. The Company did not recognize any gains or losses for either of the years ended January 31, 2024 and 2023.
Accounts Receivable, net
Accounts receivable for products, services and in certain scenarios charging sessions are recorded at the invoiced amount and are non-interest bearing. The Company performs ongoing credit evaluations of its customers and maintains an allowance for expected credit losses related to its existing accounts receivable and net realizable value to ensure trade receivables are not overstated due to uncollectibility. Allowances are provided for individual accounts receivable when the Company becomes aware of a customer’s inability to meet its financial obligations, such as in the case of bankruptcy, deterioration in the customer’s operating results, or change in financial position. If circumstances related to customers change, estimates of the recoverability of receivables are further adjusted. The Company also considers broader factors in evaluating the sufficiency of its allowances, including the length of time receivables are past due, macroeconomic conditions, significant one-time events, and historical experience. When the Company determines that there are accounts receivable that are uncollectible, they are written off against the allowance. The change in the allowance for expected credit losses for the years ended January 31, 2024, 2023, and 2022 was as follows:
Beginning
Balance
Change in Provision
Write-offsEnding
Balance
(in thousands)
Year ended January 31, 2024
Allowance for expected credit losses$10,000 $6,026 $(2,026)$14,000 
Year ended January 31, 2023
Allowance for expected credit losses$5,584 $6,353 $(1,937)$10,000 
Year ended January 31, 2022
Allowance for expected credit losses$2,000 $3,835 $(251)$5,584 
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 basis. Inventory levels are analyzed periodically and written down to their net realizable value if they have become obsolete, have a cost basis in excess of expected net realizable value or are in excess of expected demand. The Company analyzes current and future product demand relative to the remaining product life to identify potential excess inventories. The write-down is measured as the difference between the cost of the inventories and net realizable value and charged to inventory reserves, which is a component of cost of revenue. At the point of the loss recognition, a new, lower cost basis for those inventories is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.
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
Useful Lives
Leasehold improvementsShorter of the estimated lease term or useful life
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.
CPaaS combines the customer’s use of the Company’s owned and operated systems with Cloud and Assure into a single subscription. When CPaaS contracts contain a lease, the underlying asset is carried at its carrying value within property and equipment, net on the consolidated balance sheets.
Internal-Use Software Development Costs
The Company capitalizes qualifying internal-use software development costs incurred during the application development stage for internal tools and cloud-based applications used to deliver its services, provided that management with the relevant authority authorizes and commits to the funding of the project, it is probable the project will be completed, and the software will be used to perform the function intended. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Capitalized internal-use software development costs are included in property and equipment and are amortized on a straight-line basis over their estimated useful lives once it is ready for its intended use. Amortization of capitalized internal-use software development costs is included within cost of revenue for Networked Charging Systems and subscriptions, research and development expense, sales and marketing expense, and general and administrative expense based on the use of the software. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized. As of January 31, 2024 and 2023, capitalized costs have not been material.
Leases
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 (“ROU”) assets are presented separately on the Company’s consolidated balance sheets. Operating lease liabilities are separated into a current portion, included within accrued and other current liabilities on the Company’s consolidated balance sheets, and a noncurrent portion included within operating lease liabilities on the Company’s consolidated balance sheets. The Company does not have material finance leases. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. The Company does not obtain and control its right to use the asset until the lease commencement date.
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 period of the lease, including any rent-free periods provided by the lessor, and also includes options to renew or extend the lease (including by not terminating the lease) that the Company is reasonably certain to exercise. The Company establishes the term of each lease at lease commencement and reassesses that term in subsequent periods when one of the triggering events outlined in ASC 842 occurs. Operating lease cost for lease payments is recognized on a straight-line basis over the lease term.
The Company’s lease contracts often include lease and non-lease components. The Company has elected the practical expedient offered by the standard to not separate the lease from non-lease components and accounts for them as a single lease component.
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.
Similar to other long-lived assets discussed below, the Company measures recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows that the assets or the asset group are expected to generate. If the carrying value of the assets are not recoverable, the impairment recognized is measured as the amount by which the carrying value of the asset exceeds its fair value. For leased assets, such circumstances would include the decision to leave a leased facility prior to the end of the minimum lease term or subleases for which estimated cash flows do not fully cover the costs of the associated lease. The Company committed to a decision to exit and sublease or cease use of certain facilities to align with the Company’s anticipated operating needs and incurred impairment charges related to real estate operating right-of-use assets of $2.7 million during the year ended January 31, 2024. Refer to Note 14, Restructuring, in the notes to the consolidated financial statements for further information.
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.
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. With the exception of impairment charges related to real estate operating right-of-use assets discussed above, there was no other material impairments of long-lived assets for the years ended January 31, 2024, 2023, and 2022.
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 business over the fair value of the net tangible and identifiable intangible assets acquired. The carrying amount of goodwill is reviewed for impairment at least annually, in the fourth quarter, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. As of January 31, 2024 and 2023, the Company had a single operating segment and reporting unit structure. As part of the annual goodwill impairment test performed in the fourth quarter, the Company first performs a qualitative assessment to determine whether further impairment testing is necessary. If, as a result of the qualitative assessment, it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the quantitative impairment test will be required. If the Company has determined it necessary to perform a quantitative impairment assessment, the Company will compare the fair value of the reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, limited to the total amount of goodwill of the reporting unit. The carrying value of goodwill was $213.8 million as of January 31, 2024 and $213.7 million as of January 31, 2023, and no goodwill impairment has been recognized to date.
Intangible Assets
Intangible assets consist primarily of customer relationships and developed technology. Acquired intangible assets are initially recorded at the acquisition-date fair value and amortized on a straight line basis over their estimated useful lives ranging from six to ten years.
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 valued on a non-recurring basis that resulted in an impairment in any period presented.
The carrying values of the Company’s cash equivalents, 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. Certain assets, including goodwill and other intangible assets, which are measured at fair value on a non-recurring basis and are adjusted to fair value only if an impairment charge is recognized. The categorization of the framework used to measure fair value of the assets is considered to be within the Level 3 valuation hierarchy due to the subjective nature of the unobservable inputs used.
As of January 31, 2024, there were no assets or liabilities that were measured at fair value on a recurring basis. As of January 31, 2023, the Company’s assets and liabilities that were measured at fair value on a recurring basis were as follows:
Fair Value Measured as of January 31, 2023
Level 1Level 2Level 3Total
( in thousands)
Assets
Money market funds$133,979 $— $— $133,979 
U.S. Treasury securities
— 104,966 — 104,966 
Total financial assets$133,979 $104,966 $— $238,945 
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, 2024 and 2023. Realized gains and losses, net of tax, were not material for any of the periods presented.
Short-term investments, consisting of U.S. treasury securities, were classified as available-for-sale on purchase date and recorded at fair value on the consolidated balance sheets. No short-term investments have been outstanding since April 30, 2023.
There have been no Level 3 financial instruments outstanding since January 31, 2023.
Debt Modification
The Company evaluates amendments to its debt instruments in accordance with ASC 470-50, Debt Modifications and Extinguishments. This evaluation includes (1) if applicable, the change in fair value of an embedded conversion option to that of the carrying value of the debt immediately prior to amendment and (2) the net present value of future cash flows of the amended debt to that of the original debt to determine, in each case, if a change greater than 10% occurred. In instances where the net present value of future cash flows or the fair value of an embedded conversion option, if any, changed more than 10%, the Company applies extinguishment accounting. In instances where the net present value of future cash flows and the fair value of an embedded conversion option, if any, changed less than 10%, the Company obtains the fair value of the embedded conversion option to determine if the change in fair value is an increase of more than 10% of the carrying value of the debt immediately prior to the amendment.
Revenue Recognition
ChargePoint accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The Company recognizes revenue using the following five-step model as prescribed by ASC 606:
•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 Networked 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 and fees received for transferring regulatory credits earned for participating in low carbon fuel programs in jurisdictions with such programs. The Company recognizes revenue from sales of Networked Charging Systems upon shipment to the customer, which is when the performance obligation has been satisfied. Revenue from regulatory credits is recognized at the point in time the regulatory credits are transferred.
Subscriptions revenue
Subscriptions revenue consists of services related to Cloud, as well as extended maintenance service plans under Assure. 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.
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 are considered for accounting purposes to 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. 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. Lessor revenue relates to operating leases and historically has not been material.
Other revenue
Other revenue consists of 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 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.
Remaining Performance Obligations
Remaining performance obligations represent the amount of contracted future revenue not yet recognized as the amounts relate to undelivered performance obligations, including both deferred revenue and non-cancelable contracted amounts that will be invoiced and recognized as revenue in future periods. The Company’s Assure, Cloud, and CPaaS subscription terms typically range from one to five years and are paid upfront. Revenue expected to be recognized from remaining performance obligations was $255.8 million as of January 31, 2024, of which 42% is expected to be recognized over the next twelve months and the remainder thereafter.
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 basis. Deferred revenue that will be recognized during the succeeding twelve-month period is recorded as deferred revenue with the remainder recorded as deferred revenue, noncurrent on the consolidated balance sheets.
The following table shows the total deferred revenue for each period presented.
January 31, 2024January 31, 2023
(in thousands)
Total deferred revenue$231,439 $198,610 
The following table shows the revenue recognized that was included in the deferred revenue balance at the beginning of the period.
Year Ended January 31,
202420232022
(in thousands)
Total deferred revenue recognized$88,777 $77,142 $40,934 
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, and allocated overhead costs. Costs for shipping and handling are recorded in cost of revenue as incurred.
Cost of subscriptions revenue includes hosting, 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, allocated overhead costs, and support costs to manage the systems and helpdesk services for site hosts.
Cost of other revenue includes depreciation and other costs for ChargePoint’s owned and operated charging sites, charging related processing charges, salaries and related personnel expenses, including stock-based compensation, as well as costs of environmental and professional services.
Costs to Obtain a Customer Contract
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, “Other Assets and Deferred Costs--Contracts with Customers,” (“ASC 340”) to a portfolio containing multiple contracts, as they are similar in their characteristics, and the financial statement effects of applying ASC Subtopic 340-40 to that portfolio would not differ materially from applying it to the individual contracts within that portfolio.
Changes in the deferred contract acquisition costs during the years ended January 31, 2024 and 2023 were as follows:
(in thousands)
Balance as of January 31, 2022
$7,129 
Capitalization of deferred contract acquisition costs3,374 
Amortization of deferred contract acquisition costs(2,361)
Balance as of January 31, 2023
$8,142 
Capitalization of deferred contract acquisition costs3,711 
Amortization of deferred contract acquisition costs(2,859)
Balance as of January 31, 2024
$8,994 
Deferred acquisition costs capitalized on the consolidated balance sheets were as follows:
January 31
20242023
(in thousands)
Deferred contract acquisition costs, current$3,013 $2,598 
Deferred contract acquisition costs, noncurrent5,981 5,544 
Total deferred contract acquisition costs$8,994 $8,142 
Research and Development
Research and development expenses consist primarily of salary and related personnel 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, and allocated overhead. Research and development costs are expensed as incurred.
Stock-based Compensation
The Company measures stock-based compensation expense for all stock-based awards granted to employees and directors based on the estimated fair value of the awards on the date of grant and recognizes stock-based compensation expense over the requisite service period. The Company estimates the fair value of stock options and rights granted under the employee stock purchase plan (“ESPP”) using the Black-Scholes option pricing model, and the Monte Carlo simulation model to estimate the fair value of performance restricted stock units (“PRSUs”). The fair value of restricted stock units (“RSUs”) equals the fair market value of the Company’s Common Stock on grant date.
The Company amortizes the fair value of each stock award, except for market-based PRSU, on a straight-line basis over the requisite service period of the awards. For market-based PRSU, the Company amortizes using a graded-vesting attribution approach. 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, 2024, 2023, and 2022 were not material.
Warranty
The Company provides standard warranty coverage on its products, 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, 2024, 2023, and 2022 was $16.7 million, $5.4 million, and $3.8 million, respectively.
In addition, the Company offers paid-for subscriptions to extended maintenance service plans under Assure. Assure provides both the labor and parts to maintain the products over the subscription terms of typically one to five years. The costs related to the Assure program are expensed as incurred and charged to subscriptions cost of revenue.
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 items are translated using historical exchange rates. For revenue and expense accounts, an average foreign currency rate during the period is applied. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as part of a separate component of stockholders’ equity (deficit) and reported in the consolidated statements of comprehensive loss. Foreign currency transaction gains and losses are included in other income (expense), net for the period.
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 basis. Based on the level of historical losses, the Company has established a valuation allowance to reduce its net deferred tax assets to the amount that is more likely than not to be realized.
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
Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The Company considers all series of its redeemable convertible preferred stock to be participating securities. The Company also considers any shares issued on the early exercise of stock options subject to repurchase to be participating securities because holders of such shares have nonforfeitable dividend rights in the event a dividend is paid on common stock. Under the two-class method, net income is attributed to common stockholders and participating securities based on their participation rights. The holders of the redeemable convertible preferred stock, as well as the holders of early exercised shares subject to repurchase, do not have a contractual obligation to share in the losses of the Company. As such, the Company’s net losses for the years ended January 31, 2024, 2023, and 2022 were not allocated to these participating securities.
Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, less shares subject to repurchase. Diluted net loss per share attributable to common stockholders adjusts basic net loss per share for the effect of dilutive securities, including stock options.
Net loss amount is computed by adding deemed dividends and cumulative dividends on redeemable convertible preferred stock, to net loss. As such, the amount of the loss is increased by those instruments. When computing dilutive net loss, the numerator is also adjusted by changes in fair value attributable to dilutive warrants and gains attributable to Earnout Shares issued. As a result, some of the
liability classified Company’s common stock warrants and Earnout Shares issued were dilutive, even though the Company reported losses for all periods presented.
Reclassifications of Prior Period Presentation
Certain prior period amounts have been reclassified for consistency with the current year presentation.
Accounting Pronouncements
Recently Adopted Accounting Standards
In March 2022, the Financial Accounting Standards Board (“FASB”) issued ASU 2022-02, “Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures,” which addresses areas identified by the FASB as part of its post-implementation review of ASU 2016-13, “Financial Instruments--Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”) that introduced the current expected credit losses (“CECL”) model. The new guidance eliminates the accounting guidance for troubled debt restructurings by creditors that have already adopted the CECL model and enhances the disclosure requirements for loan refinancings and restructurings made with borrowers experiencing financial difficulty. In addition, the new guidance requires a public business entity to disclose current-period gross write-offs for financing receivables and net investment in leases by year of origination. The guidance is effective for public business entities that have adopted ASU 2016-13 for fiscal years beginning after December 31, 2022, including interim periods within those fiscal years. The Company adopted ASU 2022-02 on February 1, 2023 and elected to apply the amendments prospectively to all transactions within the scope of the amendment that are reflected in the financial statements at the date of adoption. The adoption did not have a material effect on the consolidated financial statements and related disclosures.
Recent Accounting Pronouncements Not Yet Adopted
In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which amends and enhances the disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. All disclosure requirements under this standard will also be required for public entities with a single reportable segment. The guidance is effective for public business entities for the fiscal years beginning after December 15, 2023, including interim periods within fiscal years beginning after December 15, 2024. The Company is currently assessing the impact of adopting this standard on the consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires companies to provide disaggregated information about a reporting entity’s effective tax rate reconciliation as well as further disaggregation on income taxes paid disclosure by federal, state, and foreign taxes. The guidance is effective for public business entities for the fiscal years beginning after December 15, 2024. The Company is currently assessing the impact of adopting this standard on the consolidated financial statements and related disclosures.
v3.24.1
Goodwill and Intangible Assets
 12 Months Ended
Jan. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets Goodwill and Intangible Assets
Goodwill
The following table summarizes the changes in carrying amounts of goodwill:
(in thousands)
Balance as of January 31, 2022$218,484 
Foreign exchange fluctuations(4,768)
Balance as of January 31, 2023$213,716 
Foreign exchange fluctuations
34 
Balance as of January 31, 2024
$213,750 
There was no impairment recognized for the years ended January 31, 2024, 2023, and 2022.
Intangible Assets
The following table presents the details of intangible assets:
January 31, 2024
Cost (1)
Accumulated Amortization (1)
Net (1)
Useful Life
(amounts in thousands, useful lives in years)
Customer relationships$90,755 $(21,301)$69,454 10
Developed technology18,358 (7,257)11,101 6
$109,113 $(28,558)$80,555 
_______________
(1) Values are translated into U.S. Dollars at period-end foreign exchange rates.
January 31, 2023
Cost (1)
Accumulated Amortization (1)
Net (1)
Useful Life
(amounts in thousands, useful lives in years)
Customer relationships$90,738 $(12,223)$78,515 10
Developed technology18,355 (4,197)14,158 6
$109,093 $(16,420)$92,673 
_______________
(1) Values are translated into U.S. Dollars at period-end foreign exchange rates.
Amortization expense for customer relationships and developed technology is shown as sales and marketing and cost of revenue, respectively, in the consolidated statements of operations. The acquired intangible assets and goodwill are subject to impairment review at least annually on December 31st. Based on the annual impairment analysis completed during the years ended January 31, 2024 and 2023, the Company determined that there was no impairment of intangible assets.
Acquisition-related intangible assets included in the above table are finite-lived and are carried at cost less accumulated amortization. Intangible assets are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized.
The following table presents the amortization expense related to intangible assets:
Year ended January 31,
202420232022
(in thousands)
Amortization Expense$12,140 $11,646 $4,617 
The following table presents the estimated aggregate amortization expense related to intangible assets:
Years Ending January 31,(in thousands)
2025$12,134 
202612,134 
202712,134 
202810,996 
20299,075 
Thereafter24,082 
Total amortization expense$80,555 
The expected amortization expense is an estimate. Actual amounts of amortization may differ from estimated amounts due to additional intangible assets acquisitions, changes in foreign currency exchange rates, impairment of intangible assets, future changes to expected useful lives of intangible assets, and other events.
v3.24.1
Balance Sheet Components
 12 Months Ended
Jan. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Balance Sheet Components Balance Sheet Components
Inventories
Inventories consisted of the following:
January 31,
20242023
(in thousands)
Raw materials$5,322 $11,509 
Finished goods193,258 57,221 
Total Inventories$198,580 $68,730 
During the fiscal year ended January 31, 2024, the Company recorded an impairment charge of $70.0 million to write down the carrying value of inventory on hand and charges for losses on non-cancelable purchase commitments to reduce the carrying value of certain products to their estimated net realizable value, address supply overruns related to product transitions, and to better align inventory with current demand. The inventory impairment charge is included in the cost of revenue - networked charging systems in the consolidated statements of operations.
Prepaid expense and other current assets
Prepaid expense and other current assets consisted of the following:
January 31,
20242023
(in thousands)
Prepaid expense$43,389 $48,464 
Other current assets18,855 22,556 
Total Prepaid Expense and Other Current Assets$62,244 $71,020 
Property and Equipment, net
Property and equipment, net consisted of the following:
January 31,
20242023
(in thousands)
Furniture and fixtures$1,718 $1,244 
Computers and software8,520 7,164 
Machinery and equipment35,954 25,144 
Tooling15,852 13,782 
Leasehold improvements9,828 9,357 
Owned and operated systems27,723 24,119 
Construction in progress2,310 2,790 
101,905 83,600 
Less: Accumulated depreciation(59,459)(43,554)
Total Property and Equipment, Net$42,446 $40,046 
The following table presents the depreciation expense related to fixed assets:
Year ended January 31,
202420232022
(in thousands)
Depreciation Expense$16,345 $13,404 $11,840 
Accrued and Other Current Liabilities
Accrued and other current liabilities consisted of the following:
January 31,
20242023
(in thousands)
Accrued expenses$51,399 $46,105 
Reserve for losses on non-cancellable purchase commitments
30,054 7,287 
Refundable customer deposits16,588 14,551 
Payroll and related expenses16,018 21,495 
Taxes payable14,294 14,232 
Other current liabilities(1)
30,751 29,813 
Total Accrued and Other Current Liabilities$159,104 $133,483 
_______________
(1) Beginning July 31, 2022, ViriCiti Earnout liability was reclassified from long-term liabilities to current liabilities as the Company expected the liability to be payable within twelve months of July 31, 2022. The ViriCiti Earnout liability was subsequently paid in full on March 6, 2023.
v3.24.1
Leases
 12 Months Ended
Jan. 31, 2024
Leases [Abstract]  
Leases Leases
The Company leases its office facilities under non-cancellable operating leases with various lease terms. The Company also leases certain office equipment under operating lease agreements. As of January 31, 2024, non-cancellable leases expire on various dates between fiscal years 2025 and 2030.
Generally, the Company's non-cancellable leases include renewal options to extend the lease term from one to five years. The Company has not included any renewal options in its lease terms as these options are not reasonably certain of being exercised. The lease agreements do not contain any material residual value guarantees or material restrictive covenants.
As of January 31, 2024 and 2023, lease balances were as follows:
January 31,
20242023
(in thousands)
Operating leases
Operating lease right-of-use assets$15,362 $22,242 
Operating lease liabilities, current4,485 3,753 
Operating lease liabilities, noncurrent17,350 21,841 
Total operating lease liabilities$21,835 $25,594 
The Company recognizes operating lease costs on a straight-line basis over the lease period. Lease expense for the years ended January 31, 2024, 2023, and 2022 was $6.0 million, $6.6 million, and $6.1 million, respectively. Operating lease costs for short-term leases and variable lease costs were not material during the years ended January 31, 2024, 2023 and 2022.
In September 2023, and subsequently in January 2024, the Company implemented reorganizations which included restructuring charges related to a decision to exit and sublease or cease use of certain facilities to align with the Company’s plan to reduce its operating expense and increase efficiencies. Refer to Note 14, Restructuring, in the notes to the consolidated financial statements in this Annual Report for more information.
Future payments of operating lease liabilities under the Company’s non-cancellable operating leases as of January 31, 2024 were as follows:
(in thousands)
Years Ending January 31,
2025$6,495 
20265,198 
20274,703 
20284,100 
20293,921 
Thereafter2,301 
Total undiscounted operating lease payments$26,718 
Less: imputed interest(4,883)
Total operating lease liabilities$21,835 
Other supplemental information as of January 31, 2024 and 2023 was as follows:
January 31,
20242023
Lease Term and Discount Rate
Weighted-average remaining operating lease term (years)4.95.7
Weighted-average operating lease discount rate7.4 %7.3 %
Other supplemental cash flow information for the years ended January 31, 2024, 2023 and 2022 was as follows:
Year ended January 31,
202420232022
(in thousands)
Supplemental Cash Flow Information
Cash paid for amounts in the measurement of operating lease liabilities$6,760 $6,927 $5,164 
As of January 31, 2024, the Company has no additional operating leases that have not yet commenced and as such, have not yet been recognized on the Company’s consolidated balance sheets.
v3.24.1
Debt
 12 Months Ended
Jan. 31, 2024
Debt Disclosure [Abstract]  
Debt Debt
2018 Loan
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 previous loans. The Company borrowed $35.0 million, with issuance costs of $1.1 million and net proceeds of $33.9 million. The 2018 Loan was secured by substantially all of the Company’s assets, contained customary affirmative and negative covenants, and required the Company to maintain minimum cash balances and attain certain customer billing targets. The 2018 Loan had a five-year maturity and interest was calculated at LIBOR plus 6.55%. Transaction costs were recorded as debt discount and amortized over the term of the loan. 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.
In March 2021, the Company repaid the entire loan balance of $35.0 million plus accrued interest and prepayment fees of $1.2 million. There was no interest expense incurred during the years ended January 31, 2024 and 2023, respectively. Total interest expense incurred was $1.5 million for the year ended January 31, 2022.
2028 Convertible Notes
The following table presents the Company’s convertible debt outstanding:
Year Ended January 31,
20242023
(in thousands)
Gross Amount
$300,000 $300,000 
Debt discount and issuance costs
(16,296)(5,064)
Carrying amount
$283,704 $294,936 
Estimated fair value (Level 2 Inputs)
$211,000 $233,000 
The following table presents the Company’s interest expense related to convertible debt:
Twelve Months Ended January 31,
20242023
(in thousands)
Contractual interest expense$13,548 $8,429 
Amortization of debt discount and issuance costs1993965
Total interest expense$15,541 $9,394 
In April 2022, the Company completed a private placement of $300 million aggregate principal amount of unsecured Convertible Senior PIK Toggle Notes (formerly, the “2027 Convertible Notes”, hereafter the “Original Convertible Notes”), the terms of which were amended in October 2023, as described below (the “Notes Amendment”). Prior to the Notes Amendment, the maturity date of the Original Convertible Notes was April 1, 2027. The Original Convertible Notes were sold in a private placement in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(a)(2) of the Securities Act.
The net proceeds from the sale of the Original Convertible Notes were approximately $294.0 million after deducting initial purchaser discounts and commissions and the Company’s offering expenses. The debt discount and issuance costs, net of accumulated amortization, are reported as a direct deduction from the face amount of the Original Convertible Notes. The Company expects to use the net proceeds for general corporate purposes.
Prior to the Notes Amendment, the Original Convertible Notes bore interest at 3.50% per annum, to the extent paid in cash (“Cash Interest”) or 5.00% per annum, to the extent paid in kind through the issuance of additional Original Convertible Notes (“PIK Interest”). Interest is payable semi-annually in arrears on April 1st and October 1st of each year, beginning on October 1, 2022. The Company can elect to make any interest payment through Cash Interest, PIK Interest or any combination thereof.
The Original Convertible Notes are convertible, based on the applicable conversion rate, into cash, shares of the Company’s Common Stock or a combination thereof, at the Company’s election. The initial conversion rate was 41.6119 shares per $1,000 principal amount of the Original Convertible Notes, subject to customary anti-dilution adjustment in certain circumstances, which represented an initial conversion price of approximately $24.03 per share.
Under the terms of the Original Convertible Notes, prior to January 1, 2027, the Original Convertible Notes will be convertible at the option of the holders only upon the occurrence of specified events and during certain periods, and will be convertible on or after January 1, 2027, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date of the Original Convertible Notes.
Holders of the Original Convertible Notes may convert all or a portion of their Original Convertible Notes prior to the close of business on January 1, 2027, only under the following circumstances:
•during any calendar quarter commencing after the calendar quarter ended on September 30, 2022, if the Company’s closing Common Stock price for at least 20 trading days out of the most recent 30 consecutive trading days of the preceding calendar quarter is greater than or equal to 130% of the current conversion price of the Original Convertible Notes on each applicable trading day;
•during the five business day period after any ten consecutive trading days in which the trading price per $1,000 principal amount of Original Convertible Notes for each trading day of such ten consecutive trading day period is less than 98% of the product of the Company’s closing Common Stock price and the conversion rate of the Original Convertible Notes on each such trading day;
•if the Company calls the Original Convertible Notes for redemption, at any time prior to the close of business on the second business day immediately preceding the redemption date; or
•upon the occurrence of specified corporate events, including certain distributions, the occurrence of a fundamental change or a transaction resulting in the Company’s Common Stock converting into other securities or property or assets.
The Original Convertible Notes will be redeemable, in whole or in part, at the Company’s option at any time on or after April 21, 2025, and before the 41st scheduled trading day immediately before the maturity date. The redemption price will be equal to the aggregate principal amount of the Original Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, a holder may elect to convert its Original Convertible Notes during any such redemption period, in which case the applicable conversion rate may be increased in certain circumstances if the Original Convertible Notes are converted after they are called for redemption.
Additionally, if the Company undergoes a fundamental change or a change in control transaction (each such term as defined in the indenture governing the Original Convertible Notes), subject to certain conditions, holders may require the Company to purchase for cash all or any portion of their Original Convertible Notes. The fundamental change repurchase price will be 100% of the capitalized principal amount of the Original Convertible Notes, while the change in control repurchase price will be 125% of the capitalized principal amount of the Original Convertible Notes to be purchased, in each case plus any accrued and unpaid interest to, but excluding, the repurchase date.
The indenture governing the Original Convertible Notes includes a restrictive covenant that, subject to specified exceptions, limits the ability of the Company and its subsidiaries to incur secured debt in excess of $750.0 million. In addition, the indenture governing the Original Convertible Notes contains customary terms and covenants, including certain events of default in which case either the trustee or the holders of at least 25% of the aggregate principal amount of the outstanding Original Convertible Notes may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the Original Convertible Notes to be due and payable immediately.
On October 24, 2023, the Original Convertible Notes were amended to (1) extend the maturity date from April 1, 2027 to April 1, 2028, (2) increase the Cash Interest rate to 7.0% from 3.5% and PIK Interest rate to 8.5% from 5.0%, (3) increase the initial conversion rate to 83.333 shares per $1,000 principal amount of the convertible notes from 41.6119 shares per $1,000 principal amount of the convertible notes, which represented a revised initial conversion price of approximately $12.00 per share, and (4) revise the make-whole table to reflect the revised terms of the convertible notes (herein, “2028 Convertible Notes”). Other than those previously stated, the terms of the 2028 Convertible Notes are not substantially different from the terms of Original Convertible Notes. The Company assessed the Notes Amendment for a debt extinguishment or modification in accordance with ASC 470-50, Debt Modifications and Extinguishments. As both the change in net present value of future cash flows of the 2028 Convertible Notes to that of the Original Convertible Notes and the change in fair value of the embedded conversion option of the 2028 Convertible Notes to that of the carrying value of the Original Convertible Notes immediately before modification resulted in a less than 10% change, the amendment is regarded as a modification. The resulting increase in fair value of the embedded conversion option is recorded as an increase in debt discount, a contra-liability account, as well as the corresponding entry to additional paid-in-capital, in the consolidated balance sheets. Legal fees and other costs incurred with third parties that were directly related to the debt modification were expensed as incurred.
As of January 31, 2024, the new effective interest rate on the 2028 Convertible Notes was approximately 8.59%. Amortization of debt discount and issuance costs is reported as a component of interest expenses and is computed using the straight-line method over the term of the 2028 Convertible Notes, which approximates the effective interest method.
The estimated fair value of the 2028 Convertible Notes, as of January 31, 2024 and 2023 using Level 2 fair value inputs, was $211.0 million and $233.0 million, respectively.
2027 Revolving Credit Facility
On July 27, 2023, the Company entered into a revolving credit agreement by and among the Company, ChargePoint, Inc. (the “Borrower”), certain subsidiaries of the Borrower as guarantors (the “Subsidiary Guarantors”), JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto (the “Credit Agreement”). The Credit Agreement provides for senior secured revolving credit facility in an initial aggregate principal amount of up to $150.0 million, with a maturity date of January 1, 2027 (the “2027 Revolving Credit Facility”). Pursuant to the Credit Agreement, the Borrower may from time to time arrange for one or more increases in the commitments under the 2027 Revolving Credit Facility in an aggregate principal amount not to exceed $150.0 million, subject to obtaining the consent of the lenders participating in any such increase. Up to $100.0 million of the 2027 Revolving Credit Facility may be used for the issuance of letters of credit.
The obligations of the Borrower under the Credit Agreement are guaranteed by the Company and the Subsidiary Guarantors and secured by a first priority pledge of the equity securities of the Borrower and certain of its subsidiaries and first priority security interests in substantially all tangible and intangible personal property, including intellectual property, of the Company, the Borrower and each Subsidiary Guarantor, subject to customary exceptions and limitations.
The Credit Agreement contains negative covenants that, among other things, restrict the ability of the Company, the Borrower and its subsidiaries, as applicable, to incur additional indebtedness, incur additional liens, make investments or acquisitions, make dividends, distributions, or other restricted payments, dispose of property, and enter into transactions with affiliates, in each case subject to certain dollar baskets and customary carveouts, as well as customary events of default. In addition, the Credit Agreement requires the Borrower to comply with a minimum total liquidity covenant to be not less than 150% of the aggregate amount of the lender’s commitment under the Credit Agreement (“Total Liquidity”) which requires the Borrower to maintain, at all times, Total Liquidity equal to the sum of cash and cash equivalents held by the Borrower and the other loan parties at controlled accounts with the initial lenders under the Credit Agreement plus the aggregate unused amount of the commitments then available to be drawn under the 2027 Revolving Credit Facility.
Borrowings under the 2027 Revolving Credit Facility may be denominated in U.S. dollars, Euros, or Pound Sterling. At the Company’s option, borrowings may bear interest at a rate per annum equal to either (a) an alternate base rate (for borrowings in U.S. dollars) plus a rate per annum of 1.75%, (b) an adjusted SOFR term rate (for borrowings in U.S. dollars) plus a rate per annum of 2.75%, (c) an adjusted EURIBOR rate (for borrowings in Euros) plus a rate per annum of 2.75%, or (d) a daily simple “risk-free” rate (for borrowings in Pounds Sterling) plus a rate per annum of 2.75%.
The Company will pay commitment fees on the average daily unused amount of the 2027 Revolving Credit Facility at a rate per annum of 0.40%. In addition, the Company will also pay participation fees on the average daily undrawn amount of outstanding letters of credit at a rate per annum of 2.25%.
In October 2023, the Company entered into an amendment to the Credit Agreement to, among other things, permit the Company to complete the Notes Amendment (as described above).
As of January 31, 2024, the Borrower had no borrowings outstanding under the 2027 Revolving Credit Facility. The Borrower also had no letters of credit outstanding under the Credit Agreement as of January 31, 2024, and as a result, had a borrowing capacity of up to $150.0 million.
The following presents the Company’s interest expense related to the 2027 Revolving Credit Facility:
Twelve Months Ended January 31,
2024
(in thousands)
Amortization of debt issuance costs
$417 
Commitment fees
315
Total interest expense$732 
v3.24.1
Commitment and Contingencies
 12 Months Ended
Jan. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies 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 contracts. They were not recorded as liabilities on the consolidated balance sheets as of January 31, 2024 and 2023 as the Company had not yet received the related goods or services.
Legal Proceedings
The Company may be involved from time to time 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.
Class Action Litigation
A class action lawsuit (the “November 2023 Class Action”) alleging violations of federal securities laws was filed on November 29, 2023 in the U.S. District Court for the Northern District of California against the Company and certain of its former officers (the “Class Defendants”). The complaint purports to be brought on behalf of purchasers of the Company’s common stock between June 1, 2023 and November 16, 2023 and alleges that the Class Defendants made materially false and misleading statements regarding component costs and supply overruns for DC charging products which resulted in impairment charges and an adverse impact on profitability. A second class action lawsuit (together with the November 2023 Class Action, the “Class Actions”) asserting the same claims and premised on the same underlying allegations, which purports to be on behalf of purchasers of the Company’s stock between
December 7, 2021 and November 16, 2023, was filed against the Class Defendants on January 22, 2024. The complaints seek unspecified monetary damages and other relief. Applications to serve as lead plaintiff and to consolidate these two actions are pending with the court. No response to the complaints is required at this time; a deadline will be set following the court’s ruling on the pending applications.
Derivative Actions
On January 5, 2024, a ChargePoint stockholder purporting to act on behalf of the Company filed an action in the U.S. District Court for the District of Delaware against ChargePoint’s Board of Directors and certain of its former officers (“Derivative Defendants”), alleging that the Derivative Defendants breached their fiduciary duties to ChargePoint in connection with the same alleged events and alleged materially false and misleading statements asserted in the Class Actions described above. Two additional substantively duplicative actions were filed in the U.S. District Court for the Northern District of California on January 8, 2024 and March 1, 2024. The complaints seek unspecified monetary damages and other relief. This action has been stayed.
The Company intends to defend these lawsuits vigorously. At this time, the Company is unable to predict the outcome or estimate the amount of loss or range of losses that could potentially result from these lawsuits.
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 certain of 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 $30.4 million of secured letters of credit outstanding as of both January 31, 2024 and 2023, respectively. These primarily relate to support of contract manufacturer and 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.
v3.24.1
Common Stock
 12 Months Ended
Jan. 31, 2024
Equity [Abstract]  
Common Stock Common Stock
As of each of January 31, 2024 and 2023, the Company was authorized to issue 1,000,000,000 shares of Common Stock, with a par value of $0.0001 per share. There were 421,116,720 and 348,330,481 shares issued and outstanding as of January 31, 2024 and 2023, 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.
At-the-Market Offering
On July 1, 2022, ChargePoint filed a registration statement on Form S-3 (File No. 333-265986) with the SEC (that was declared effective by the SEC on July 12, 2022), which permits the Company to offer up to $1.0 billion of Common Stock, preferred stock, debt securities, warrants and rights in one or more offerings and in any combination, including in units from time to time (the “Shelf Registration Statement”). As part of the Shelf Registration Statement, ChargePoint filed a prospectus supplement registering for sale from time to time up to $500.0 million of Common Stock pursuant to a sales agreement (the “ATM Facility”).
During the fiscal year ended January 31, 2024, the Company sold a total of 59,299,481 shares of its Common Stock pursuant to the ATM Facility at the prevailing market prices for total proceeds of $287.2 million, net of $1.2 million of issuance costs. During the fiscal year ended January 31, 2023, the Company sold a total of 4,657,806 shares of its Common Stock pursuant to the ATM Facility at the prevailing market prices for total proceeds of $49.5 million, net of $0.5 million of issuance costs.
v3.24.1
Stock Warrants
 12 Months Ended
Jan. 31, 2024
Equity [Abstract]  
Stock Warrants Stock Warrants
Common Stock Warrants
Legacy ChargePoint had outstanding warrants to purchase shares of Legacy ChargePoint common stock (collectively, “Legacy Warrants”), which now represent warrants to purchase Common Stock. Immediately following the Merger, there were 38,761,031 Legacy Warrants outstanding which are classified as equity.
During the fiscal year ended January 31, 2024, no Legacy Warrants were exercised. During the fiscal year ended January 31, 2023, 1,039,153 Legacy Warrants were exercised resulting in the issuance of 1,037,808 shares of Common Stock and cash proceeds received of $6.9 million.
As of January 31, 2024, there were 34,499,436 Legacy Warrants outstanding which are classified as equity.
January 31, 2024
Outstanding WarrantsExpiration Date
Number of
Warrants
Exercise
Price
Common Stock20,922,215 $6.03 
7/31/2030 – 8/4/2030
Common Stock13,577,221 $9.04 
11/16/2028 – 2/13/2029
Total outstanding common stock warrants34,499,436 
Private Placement Warrants
The Private Placement Warrants were initially recognized as a liability on February 26, 2021 and was remeasured to fair value as of any respective exercise dates. The Company recorded no gain or loss, an immaterial loss, and a gain of $63.7 million for the fiscal years ended January 31, 2024, 2023 and 2022, respectively, classified within change in fair value of warrant liabilities in the consolidated statements of operations.
The Private Placement Warrants were valued using the assumptions under the Binomial Lattice Model that assumes optimal exercise of the Company’s redemption option at the earliest possible date. On February 21, 2022, the Company redeemed the remaining Private Placement Warrants for 0.355 shares of Common Stock per warrant. As of January 31, 2024, there were zero Private Placement Warrants outstanding.
January 31,
2022		February 26, 2021 (Merger Date)
Market price of public stock$13.85 $30.83 
Exercise price$11.50 $11.50 
Expected term (years)4.15.0
Volatility70.5 %73.5 %
Risk-free interest rate1.0 %0.8 %
Dividend rate0.0 %0.0 %
Public Warrants
The Public Warrants were initially recognized as a liability on February 26, 2021 and remeasured to fair value based upon the market price as warrants were exercised. On June 4, 2021 the Company issued a redemption notice pursuant to which all but 244,481 Public Warrants were exercised by the Public Warrant holders. At the conclusion of the redemption notice period on July 6, 2021, the Company redeemed the remaining 244,481 Public Warrants outstanding for $0.01 per warrant. As of January 31, 2024, no Public Warrants remained outstanding.
The Company recognized no gain or loss for the fiscal years ended January 31, 2024 and 2023, and a loss of $15.9 million for the fiscal year ended January 31, 2022, classified within change in fair value of warrant liabilities in the consolidated statements of operations. During the fiscal year ended January 31, 2022, proceeds received from the exercises of Public Warrants were $117.6 million.
Warrant Activity
Activity of warrants is set forth below:
Legacy WarrantsPrivate Placement Warrants
Total
Common Stock Warrants
Outstanding as of January 31, 2023
34,499,436 — 34,499,436 
Warrants Exercised———
Outstanding as of January 31, 2024
34,499,436—34,499,436
v3.24.1
Equity Plans and Stock-based Compensation
 12 Months Ended
Jan. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Equity Plans and Stock-Based Compensation Equity Plans and Stock-Based Compensation
The following sets forth the total stock-based compensation expense for employee equity plans included in the Company’s consolidated statements of operations:
Year Ended January 31,
202420232022
(in thousands)
Cost of revenue$6,154 $4,351 $3,782 
Research and development50,935 37,967 25,461 
Sales and marketing22,934 17,393 9,154 
General and administrative37,314 33,639 28,934 
Total stock-based compensation expense$117,337 $93,350 $67,331 
As of January 31, 2024, the Company had unrecognized stock-based compensation expense related to stock options, RSUs, PRSUs, and ESPP of $175.8 million, which is expected to be recognized over a weighted-average period of 2.6 years.
2021 Employee Stock Purchase Plan
On February 25, 2021, the stockholders of the Company approved the 2021 Employee Stock Purchase Plan (“2021 ESPP”). The 2021 ESPP permits participants to purchase shares of the Company’s Common Stock, up to the IRS allowable limit, through contributions (in the form of payroll deductions or otherwise to the extent permitted by the administrator) of up to 15% of their eligible compensation. The 2021 ESPP provides for consecutive, overlapping 24-month offering periods, subject to certain rollover and reset mechanisms as defined in the ESPP. Participants are permitted to purchase shares of the Company’s Common Stock at the end of each 6-month purchase period at 85% of the lower of the fair market value of the Company’s Common Stock on the first trading day of an offering period or on the last trading date of each purchase period. A participant may purchase a maximum of 10,000 shares of the Company’s Common Stock during a purchase period. Participants may end their participation at any time during an offering and will be refunded any accrued contributions that have not yet been used to purchase shares. Participation ends automatically upon termination of employment with the Company. The initial offering period is from October 1, 2021 through September 9, 2023. Thereafter, offering periods will begin on March 10 and September 10.
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 Common 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 Common Stock issued and outstanding on the last day of the preceding month, (ii) 5,400,000 shares of Common Stock (subject to standard anti-dilution adjustments), or (iii) a number of shares of Common Stock determined by the Company’s Board of Directors. As of January 31, 2024, 13,139,772 shares of Common Stock were available under the 2021 ESPP.
During the year ended January 31, 2024, the Company's employees purchased 1,273,933 shares of its Common Stock under the 2021 ESPP. The shares were purchased at a weighted-average purchase price of $6.54 per share, with proceeds of $8.3 million. During the year ended January 31, 2023, the Company’s employees purchased 607,384 shares of its Common Stock under the 2021 ESPP. The shares were purchased at a weighted-average purchase price of $14.73 per share, with proceeds of $8.9 million.
2021 Equity Incentive Plan
On February 25, 2021, the stockholders of the Company approved the 2021 Equity Incentive Plan (“2021 EIP”). Under the 2021 EIP, the Company can grant stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance restricted stock units (“PRSUs”), and certain other awards which are settled in the form of shares of Common Stock issued under this 2021 EIP. 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 equal to the lesser of (a) 5% of the total number of shares of Common Stock actually issued and outstanding on the last day of the preceding month and (b) a number of shares of Common Stock determined by the Company’s Board of Directors. As of January 31, 2024, 34,331,567 shares of Common Stock were available under the 2021 EIP.
There were no options granted for the year ended January 31, 2024.
Restricted Stock Units
The 2021 EIP provides for the issuance of RSUs to employees and directors. A summary of activity of RSUs under the 2021 EIP at January 31, 2024 and changes during the periods then ended is presented in the following table:
 Number of SharesWeighted Average Grant Date Fair Value per Share
Outstanding as of January 31, 202312,935,413 $15.02 
RSU granted26,348,986 $5.85 
RSU vested(6,249,909)$13.53 
RSU forfeited(4,618,363)$11.95 
Outstanding as of January 31, 202428,416,127 $7.35 
The total grant date fair value of RSUs vested during the year ended January 31, 2024, 2023 and 2022 were $84.5 million, $58.4 million, and $37.8 million, respectively.
Performance Restricted Stock Units
Pursuant to the 2021 EIP, the Company grants PRSUs to certain officers, including the Company’s Chief Executive Officer. Vesting of the PRSUs is dependent upon the satisfaction of both market- and service-based conditions occurring at the end of a four- or five- year period. The market-based condition is achieved if the closing price of the Company’s Common Stock is greater than or equal to the applicable stock price appreciation target over a specified period at any time during the period beginning the date of the grant and ending on the expiration date.
A summary of activity of PRSUs under the 2021 EIP at January 31, 2024 and changes during the periods then ended is presented in the following table:
 Number of SharesWeighted Average Grant Date Fair Value per Share
Outstanding as of January 31, 20232,147,366 $10.83 
PRSU granted1,621,236 $2.84 
PRSU forfeited(620,820)$10.47 
Outstanding as of January 31, 20243,147,782 $6.79 
2017 Plan and 2007 Plan
In fiscal year 2022, the Company terminated its 2017 Stock Option Plan (the “2017 Plan”) and 2007 Stock Option Plan (the “2007 Plan”). No further awards will be granted under the 2017 and 2007 Plans. As of January 31, 2024, 10,369,118 shares and 1,027,638 shares of Common Stock remain reserved for outstanding awards issued under the 2017 and 2007 Plans, respectively. Stock-based awards forfeited, cancelled or repurchased from the above plans generally are returned to the pool of shares of Common Stock available for issuance under the 2021 EIP Plan.
Stock Options Activity
A summary of option activity under the 2017 and 2007 Plans at January 31, 2024 and changes during the periods then ended is presented in the following table:
Number of
Stock Option
Awards		Weighted
Average
Exercise Price		Weighted
Average
Remaining Contractual term
(in years)		Aggregate
Intrinsic Value
(in thousands)
Outstanding as of January 31, 2023
17,600,524 $0.70 5.6$201,352 
Exercised(5,976,138)$0.63 
Cancelled(227,630)$0.77 
Outstanding as of January 31, 2024
11,396,756 $0.74 4.8$13,276 
Options vested and expected to vest as of January 31, 2024
11,396,739 $0.74 4.8$13,276 
Exercisable as of January 31, 2024
11,301,564 $0.73 4.8$13,167 
The Company did not grant any options during the years ended January 31, 2024 and 2023. The total fair value of options vested during the years ended January 31, 2024, 2023, and 2022 was $46.3 million, $2.0 million, and $3.4 million, respectively.
Determination of Fair Value
The Company records stock-based compensation based on the grant date fair value of the equity instruments issued to employees and uses different appropriate methods to establish the fair value depending on the features of the awards. The grant date fair value of RSUs equals the fair market value of the Company’s Common Stock on the grant date. The Company utilizes the Black-Scholes option-pricing model to establish the fair value of stock options and ESPP, and the Monte Carlo simulation model to establish the fair value of PRSUs containing a market condition.
The weighted-average assumptions in the Black-Scholes option-pricing models used to determine the fair value of ESPP rights granted during the year ended January 31, 2024, 2023 and 2022 were as follows:

Year Ended January 31,
202420232022
Expected volatility
62.3% - 70.8%
64.9% - 72.2%
61.8% - 73.5%
Risk-free interest rate
4.5% - 5.4%
0.8% - 3.6%
0.1% - 0.3%
Dividend rate0.0 %0.0 %0.0 %
Expected term (in years)
0.5 - 2.0
0.5 - 2.0
0.4 - 1.9
•Expected volatility: The expected volatility was determined by using a blended volatility approach of peer volatility and implied volatility. Peer volatility was calculated as the average of historical volatilities of selected industry peers deemed to be comparable to ChargePoint’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 U.S. Treasury notes with maturities corresponding to the expected term of the awards.
•Expected dividend yield: The expected dividend rate is zero as ChargePoint currently has no history or expectation of declaring dividends on its Common Stock.
•Expected term: The expected term represents the length of time the ESPP rights under each purchase period are outstanding.
The weighted-average assumptions in the Monte Carlo valuation model used to determine the fair value of PRSUs granted during the year ended January 31, 2024 and 2023 were as follows:
Year Ended January 31,
20242023
Expected volatility
68.4%- 82.4%
72.1% - 74.0%
Risk-free interest rate
4.0% - 4.3%
2.8% - 3.3%
Dividend rate0.0 %0.0 %
Expected term (in years)
0.9 - 3.1
0.3 - 4.8
•Expected volatility: The expected volatility was determined using a blended volatility approach of historical volatility and implied volatility.
•Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury Constant Maturities yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the expected term of the options.
•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 input for the award with a market condition is based upon the derived service period (“DSP”). The DSP represents the duration of the median of the distribution of stock-price paths on which the market condition is satisfied.
v3.24.1
Income Taxes
 12 Months Ended
Jan. 31, 2024
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
The components of net loss before income taxes were as follows:
Year Ended January 31,
202420232022
(in thousands)
Domestic$(457,788)$(342,999)$(131,916)
Foreign158 (4,276)(3,255)
Net loss before income taxes$(457,630)$(347,275)$(135,171)
The components of the provision for (benefit from) income taxes were as follows:
Year Ended January 31,
202420232022
(in thousands)
Current
Federal$218 $— $— 
State17 44 17 
Foreign1,942 1,345 359 
Total current$2,177 $1,389 $376 
Deferred
Federal$— $1 $(1,242)
State— — (423)
Foreign(2,198)(3,557)(1,641)
Total deferred(2,198)(3,556)(3,306)
Total benefit from income taxes
$(21)$(2,167)$(2,930)
A reconciliation of the U.S. federal statutory rate to the Company’s effective tax rate was as follows:
Year Ended January 31,
202420232022
Tax at federal statutory rate21.0 %21.0 %21.0 %
State tax rate, net— %— %— %
Warrant and earnout revaluation— %— %20.9 %
Stock-based compensation(2.6 %)— %8.0 %
Intangible assets amortization— %— %1.3 %
Change in valuation allowance(19.5 %)(18.9 %)(45.5 %)
Transaction cost— %— %(1.2 %)
Research and development tax credits0.6 %0.8 %2.8 %
Section 162(m) executive compensation limitation
— %(1.2)%(5.3)%
Other0.6 %(1.1)%0.2 %
Effective tax rate0.1 %0.6 %2.2 %
The significant components of the Company’s deferred tax assets and liabilities as of January 31, 2024 and 2023 were as follows:
Year Ended January 31,
20242023
(in thousands)
Deferred tax assets:
Net operating losses$246,396 $216,642 
Research & development credits42,541 34,406 
Deferred revenue27,788 18,124 
Accruals and reserves47,279 18,837 
Stock-based compensation15,300 11,706 
Operating lease liabilities5,524 6,589 
Capitalized research & development expense69,070 39,761 
Total deferred tax assets453,898 346,065 
Less: valuation allowance(439,447)(328,786)
Deferred tax liabilities:
Depreciation and amortization(557)(390)
Operating lease right-of-use assets(3,886)(5,723)
Acquired intangible assets(18,985)(22,058)
Deferred commission
(2,275)(2,095)
Total deferred tax liabilities(25,703)(30,266)
Net deferred tax assets (liabilities)$(11,252)$(12,987)
Beginning January 1, 2022, the Tax Cuts and Jobs Act, or the Tax Act, eliminated the option to deduct research and development expenditures in the current year and requires taxpayers to capitalize such expenses pursuant to Internal Revenue Code Section 174. The capitalized expenses are amortized over a 5-year period for domestic expenses and a 15-year period for foreign expenses.
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 in the United States (“US”), the Company believes that it is more likely than not that the US deferred taxes will not be realized; accordingly, the Company has recorded a full valuation allowance on its net US deferred tax assets as of January 31, 2024 and 2023. The valuation allowance increased by $110.7 million, $88.2 million, and $89.6 million during the years ended January 31, 2024, 2023, and 2022, respectively, primarily driven by losses, capitalized research and development expenses, and tax credits generated in the United States.
As of January 31, 2024, the Company had federal and California state net operating loss (“NOL”) carryforwards of $908.4 million and $408.1 million, respectively, of which $719.6 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 $375.7 million, which expire beginning in the year 2025.
As of January 31, 2024, the Company had federal and California state research credit carryforwards of $41.1 million and $37.7 million, respectively. The federal credit carryforwards will begin to expire in 2038. The California research credit carryforwards can be carried forward indefinitely.
Under Internal Revenue Code Section 382 (“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 completed its Section 382 analysis and determined it had experienced ownership changes in some periods through January 31, 2024. As a result of the ownership changes, approximately $17.1 million of Federal NOLs, $17.9 million of California NOLs, and $4.7 million of federal tax credits are expected to expire unutilized for income tax purposes. 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,
202420232022
(in thousands)
Unrecognized tax benefits - beginning$25,762 $19,238 $9,402 
Gross changes - prior period tax position— 109 2,039 
Gross changes - current period tax position6,331 6,415 7,797 
Unrecognized tax benefits — ending$32,093 $25,762 $19,238 
As of January 31, 2024, the Company had unrecognized tax benefits of $32.1 million, which would not impact the effective tax rate, if recognized, due to the valuation allowance. The unrecognized tax benefits are related to activities which the Company believes qualify for research and development tax credits. The Company does not expect its unrecognized tax benefits will significantly change over the next twelve months. The Company recognizes interest and penalties related to the underpayment of income taxes as a component of income tax expense or benefit. To date, there have been no interest or penalties charged in relation to unrecognized tax benefits.
The Company is subject to income taxes in United States federal and various state, local, and foreign jurisdictions. The fiscal years from 2008 to 2024 remain open to examination due to the carryover of unused net operating losses or tax credits.
The Company intends to indefinitely reinvest the undistributed earnings of its foreign subsidiaries in those operations. Therefore, the Company has not accrued any provision for taxes associated with the repatriation of undistributed earnings from its foreign subsidiaries as of January 31, 2024. The amount of unrecognized deferred tax liability on these undistributed earnings was not material as of January 31, 2024.
v3.24.1
Geographic Information
 12 Months Ended
Jan. 31, 2024
Segment Reporting [Abstract]  
Geographic Information Geographic Information
Revenue by geographic area based on the shipping address of the customers was as follows:
Year Ended January 31,
202420232022
(in thousands)
United States$380,067 $373,736 $205,186 
Rest of World126,572 94,358 35,820 
Total revenue$506,639 $468,094 $241,006 
Long-lived assets by geographic area were as follows:
January 31,
20242023
(in thousands)
United States$65,468 $71,032 
Netherlands66,241 76,747 
Rest of World6,654 7,182 
Total long-lived assets$138,363 $154,961 
v3.24.1
Basic and Diluted Net Loss per Share
 12 Months Ended
Jan. 31, 2024
Earnings Per Share [Abstract]  
Basic and Diluted Net Loss per Share Basic and Diluted Net Loss per Share
The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the years ended January 31, 2024, 2023, and 2022:
Year Ended January 31,
202420232022
(in thousands, except share and per share data)
Numerator:
Net income (loss)$(457,609)$(345,108)$(132,241)
Adjust: Cumulative dividends on redeemable convertible preferred stock— — (4,292)
Adjust: Deemed dividends attributable to vested option holders— — (51,855)
Adjust: Deemed dividends attributable to common stock warrant holders— — (110,635)
Net loss attributable to common stockholders - Basic$(457,609)$(345,108)$(299,023)
Less: Gain attributable to earnout shares issued— — (84,420)
Less: Change in fair value of dilutive warrants— — (68,223)
Net loss attributable to common stockholders - Diluted$(457,609)$(345,108)$(451,666)
Denominator:
Weighted average common shares outstanding(1)
375,543,916338,576,326297,642,999
Less: Weighted-average unvested restricted shares and shares subject to repurchase(14,033)(87,659)(221,030)
Weighted average shares outstanding - Basic375,529,883338,488,667297,421,969
Add: Earnout Shares under the treasury stock method— — 3,701,427 
Add: Public and Private Placement Warrants under the treasury stock method— — 1,366,870 
Weighted average shares outstanding - Diluted375,529,883338,488,667302,490,266
Net loss per share - Basic$(1.22)$(1.02)$(1.01)
Net loss per share - Diluted(2)
$(1.22)$(1.02)$(1.49)
_______________
(1) For the fiscal year ended January 31, 2022, as a result of the Merger, the Company retroactively adjusted the weighted-average number of shares of Common Stock outstanding prior to the Closing Date by multiplying them by the Exchange Ratio of 0.9966 used to determine the number of shares of Common Stock into which they converted. The Common Stock issued as a result of the redeemable convertible preferred stock conversion on the Closing Date was included in the basic net loss per share calculation on a prospective basis.
(2) For the fiscal year ended January 31, 2022, redeemable convertible preferred stock and preferred stock warrants outstanding prior to the Merger Closing Date were excluded because including them would have had an antidilutive effect.
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,
202420232022
2028 Convertible Notes (on an as-converted basis)
24,999,990 12,483,569 — 
Options to purchase common stock
11,396,756 17,600,524 22,200,869 
Restricted stock units28,416,127 12,935,413 4,033,418 
Unvested early exercised common stock options
665 40,555 132,180 
Common stock warrants
34,499,436 34,499,436 35,549,024 
Employee stock purchase plan9,348,659 1,835,659 894,348 
Total potentially dilutive common share equivalents
108,661,633 79,395,156 62,809,839 
PRSUs granted during the fiscal years ended January 31, 2024 and 2023 were excluded from the above table because the respective stock price targets had not been met as of the year end.
v3.24.1
Restructuring
 12 Months Ended
Jan. 31, 2024
Restructuring and Related Activities [Abstract]  
Restructuring Restructuring
January 2024 Reorganization
In January 2024, the Company implemented a reorganization plan to reduce its operating expenses and further increase efficiencies (the “January 2024 Reorganization”). The January 2024 Reorganization entailed a reduction in force of approximately 223 employees, or 12% of the Company’s global workforce and other actions to reduce expenses. The Company incurred $9.9 million of employee severance, termination and employment-related exit costs and $2.7 million of facility exit costs, including impairment charges and accelerated depreciation of right-of-use assets. As of January 31, 2024, restructuring-related liabilities were $10.6 million, including $10.2 million in severance and employment-related exit cost and $0.4 million in facility exit cost.
The following table summarizes the January 2024 Reorganization charges by line item within the Company’s consolidated statements of operations for the year ended January 31, 2024:
Severances and employment-related termination costs
Facility and other contract terminations
Total
(in thousands)
Cost of revenue$632 $— $632 
Research and development7,540 — 7,540 
Sales and marketing500 — 500 
General and administrative1,274 2,708 3,982 
Total$9,946 $2,708 $12,654 
September 2023 Reorganization
In September 2023, the Company implemented a reorganization plan to reduce its operating expenses and increase efficiencies (the “September 2023 Reorganization”). The Reorganization entailed a reduction in force of approximately 168 employees, or 10% of the Company’s global workforce at the time, and other actions to reduce expenses. During the twelve months ended January 31, 2024, the Company incurred $15.6 million of employee severance, termination and employment-related exit cost, as well as accelerated depreciation of right-of-use assets and other facilities and contract termination charges. As of January 31, 2024, restructuring-related liabilities were $0.5 million, including $0.3 in severance and employment-related exit cost and $0.2 million in facility exit cost.
The following table summarizes the September 2023 Reorganization charges by line item within the Company’s statement of operations for the year ended January 31, 2024:
Severances and employment-related termination costs
Facility and other contract terminations
Total
(in thousands)
Cost of revenue$996 $— $996 
Research and development4,183 — 4,183 
Sales and marketing1,343 — 1,343 
General and administrative890 8,189 9,079 
Total$7,412 $8,189 $15,601 
v3.24.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2024
Jan. 31, 2023
Jan. 31, 2022
Pay vs Performance Disclosure      
Net loss $ (457,609) $ (345,108) $ (132,241)
v3.24.1
Insider Trading Arrangements
 3 Months Ended
Jan. 31, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.1
Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Jan. 31, 2024
Accounting Policies [Abstract]  
Basis of Presentation
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 and marketing its Networked Charging Systems, subscriptions and other offerings, raising capital, and recruiting personnel. 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.
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 expected credit losses, inventory reserves, the useful lives of long-lived assets, the determination of the incremental borrowing rate used for operating lease liabilities, valuation of acquired goodwill and intangible assets, 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 across 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 have historically consisted 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.
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.
Short-term Investments
The Company's portfolio of marketable debt securities have historically been comprised solely of U.S. government securities with maturities of more than three months, but less than one year. The Company classifies these as available-for-sale at purchase date and will reevaluate such designation at each period end date. The Company may sell these marketable debt securities prior to their stated maturities depending upon changing liquidity requirements.
These debt securities were classified as current assets in the consolidated balance sheet and recorded at fair value, with unrealized gains or losses included in accumulated other comprehensive income (loss) and as a component of the consolidated statements of comprehensive loss.
Gains and losses are recognized when realized. Gains and losses are determined using the specific identification method and are reported in other income (expense), net in the consolidated statements of operations.
For available-for-sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell the security or it is more likely than not that the Company will be required to sell the security before the recovery of its entire amortized cost basis. If either of these criteria is met, the security’s amortized cost basis is written down to fair value through other income (expense), net in the consolidated statements of operations. If neither of these criteria is met, the Company evaluates whether the decline in fair value below amortized cost is due to credit or non-credit related factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and any adverse conditions specifically related to the security, among other factors. Credit related unrealized losses are recognized as an allowance for expected credit losses of available-for-sale debt securities on the consolidated balance sheets with a corresponding charge in other income (expense), net in the consolidated statements of operations. Non-credit related unrealized losses are included in accumulated other comprehensive income (loss).
Accounts Receivable, net Accounts receivable for products, services and in certain scenarios charging sessions are recorded at the invoiced amount and are non-interest bearing. The Company performs ongoing credit evaluations of its customers and maintains an allowance for expected credit losses related to its existing accounts receivable and net realizable value to ensure trade receivables are not overstated due to uncollectibility. Allowances are provided for individual accounts receivable when the Company becomes aware of a customer’s inability to meet its financial obligations, such as in the case of bankruptcy, deterioration in the customer’s operating results, or change in financial position. If circumstances related to customers change, estimates of the recoverability of receivables are further adjusted. The Company also considers broader factors in evaluating the sufficiency of its allowances, including the length of time receivables are past due, macroeconomic conditions, significant one-time events, and historical experience. When the Company determines that there are accounts receivable that are uncollectible, they are written off against the allowance.
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 basis. Inventory levels are analyzed periodically and written down to their net realizable value if they have become obsolete, have a cost basis in excess of expected net realizable value or are in excess of expected demand. The Company analyzes current and future product demand relative to the remaining product life to identify potential excess inventories. The write-down is measured as the difference between the cost of the inventories and net realizable value and charged to inventory reserves, which is a component of cost of revenue. At the point of the loss recognition, a new, lower cost basis for those inventories is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.
Property and Equipment, net Property and equipment are stated at cost, less accumulated depreciation and amortization.
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.
CPaaS combines the customer’s use of the Company’s owned and operated systems with Cloud and Assure into a single subscription. When CPaaS contracts contain a lease, the underlying asset is carried at its carrying value within property and equipment, net on the consolidated balance sheets.
Internal-Use Software Development Costs The Company capitalizes qualifying internal-use software development costs incurred during the application development stage for internal tools and cloud-based applications used to deliver its services, provided that management with the relevant authority authorizes and commits to the funding of the project, it is probable the project will be completed, and the software will be used to perform the function intended. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Capitalized internal-use software development costs are included in property and equipment and are amortized on a straight-line basis over their estimated useful lives once it is ready for its intended use. Amortization of capitalized internal-use software development costs is included within cost of revenue for Networked Charging Systems and subscriptions, research and development expense, sales and marketing expense, and general and administrative expense based on the use of the software. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized.
Leases, Lessee
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 (“ROU”) assets are presented separately on the Company’s consolidated balance sheets. Operating lease liabilities are separated into a current portion, included within accrued and other current liabilities on the Company’s consolidated balance sheets, and a noncurrent portion included within operating lease liabilities on the Company’s consolidated balance sheets. The Company does not have material finance leases. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. The Company does not obtain and control its right to use the asset until the lease commencement date.
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 period of the lease, including any rent-free periods provided by the lessor, and also includes options to renew or extend the lease (including by not terminating the lease) that the Company is reasonably certain to exercise. The Company establishes the term of each lease at lease commencement and reassesses that term in subsequent periods when one of the triggering events outlined in ASC 842 occurs. Operating lease cost for lease payments is recognized on a straight-line basis over the lease term.
The Company’s lease contracts often include lease and non-lease components. The Company has elected the practical expedient offered by the standard to not separate the lease from non-lease components and accounts for them as a single lease component.
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.
Similar to other long-lived assets discussed below, the Company measures recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows that the assets or the asset group are expected to generate. If the carrying value of the assets are not recoverable, the impairment recognized is measured as the amount by which the carrying value of the asset exceeds its fair value. For leased assets, such circumstances would include the decision to leave a leased facility prior to the end of the minimum lease term or subleases for which estimated cash flows do not fully cover the costs of the associated lease. The Company committed to a decision to exit and sublease or cease use of certain facilities to align with the Company’s anticipated operating needs and incurred impairment charges related to real estate operating right-of-use assets of $2.7 million during the year ended January 31, 2024. Refer to Note 14, Restructuring, in the notes to the consolidated financial statements for further information.
Leases, 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.
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.
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 business over the fair value of the net tangible and identifiable intangible assets acquired. The carrying amount of goodwill is reviewed for impairment at least annually, in the fourth quarter, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. As of January 31, 2024 and 2023, the Company had a single operating segment and reporting unit structure. As part of the annual goodwill impairment test performed in the fourth quarter, the Company first performs a qualitative assessment to determine whether further impairment testing is necessary. If, as a result of the qualitative assessment, it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the quantitative impairment test will be required. If the Company has determined it necessary to perform a quantitative impairment assessment, the Company will compare the fair value of the reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, limited to the total amount of goodwill of the reporting unit.
Intangible Assets Intangible assets consist primarily of customer relationships and developed technology. Acquired intangible assets are initially recorded at the acquisition-date fair value and amortized on a straight line basis over their estimated useful lives ranging from six to ten years.
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 valued on a non-recurring basis that resulted in an impairment in any period presented.
The carrying values of the Company’s cash equivalents, 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. Certain assets, including goodwill and other intangible assets, which are measured at fair value on a non-recurring basis and are adjusted to fair value only if an impairment charge is recognized. The categorization of the framework used to measure fair value of the assets is considered to be within the Level 3 valuation hierarchy due to the subjective nature of the unobservable inputs used.
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, 2024 and 2023. Realized gains and losses, net of tax, were not material for any of the periods presented.
Short-term investments, consisting of U.S. treasury securities, were classified as available-for-sale on purchase date and recorded at fair value on the consolidated balance sheets. No short-term investments have been outstanding since April 30, 2023.
Debt Modification
Debt Modification
The Company evaluates amendments to its debt instruments in accordance with ASC 470-50, Debt Modifications and Extinguishments. This evaluation includes (1) if applicable, the change in fair value of an embedded conversion option to that of the carrying value of the debt immediately prior to amendment and (2) the net present value of future cash flows of the amended debt to that of the original debt to determine, in each case, if a change greater than 10% occurred. In instances where the net present value of future cash flows or the fair value of an embedded conversion option, if any, changed more than 10%, the Company applies extinguishment accounting. In instances where the net present value of future cash flows and the fair value of an embedded conversion option, if any, changed less than 10%, the Company obtains the fair value of the embedded conversion option to determine if the change in fair value is an increase of more than 10% of the carrying value of the debt immediately prior to the amendment.
Revenue Recognition, Remaining Performance Obligations and Deferred Revenue
ChargePoint accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The Company recognizes revenue using the following five-step model as prescribed by ASC 606:
•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 Networked 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 and fees received for transferring regulatory credits earned for participating in low carbon fuel programs in jurisdictions with such programs. The Company recognizes revenue from sales of Networked Charging Systems upon shipment to the customer, which is when the performance obligation has been satisfied. Revenue from regulatory credits is recognized at the point in time the regulatory credits are transferred.
Subscriptions revenue
Subscriptions revenue consists of services related to Cloud, as well as extended maintenance service plans under Assure. 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.
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 are considered for accounting purposes to 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. 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. Lessor revenue relates to operating leases and historically has not been material.
Other revenue
Other revenue consists of 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 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.
Remaining performance obligations represent the amount of contracted future revenue not yet recognized as the amounts relate to undelivered performance obligations, including both deferred revenue and non-cancelable contracted amounts that will be invoiced and recognized as revenue in future periods.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 basis. Deferred revenue that will be recognized during the succeeding twelve-month period is recorded as deferred revenue with the remainder recorded as deferred revenue, noncurrent on the consolidated balance sheets.
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, and allocated overhead costs. Costs for shipping and handling are recorded in cost of revenue as incurred.
Cost of subscriptions revenue includes hosting, 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, allocated overhead costs, and support costs to manage the systems and helpdesk services for site hosts.
Cost of other revenue includes depreciation and other costs for ChargePoint’s owned and operated charging sites, charging related processing charges, salaries and related personnel expenses, including stock-based compensation, as well as costs of environmental and professional services.
Costs to Obtain a Customer Contract
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, “Other Assets and Deferred Costs--Contracts with Customers,” (“ASC 340”) to a portfolio containing multiple contracts, as they are similar in their characteristics, and the financial statement effects of applying ASC Subtopic 340-40 to that portfolio would not differ materially from applying it to the individual contracts within that portfolio.
Research and Development
Research and development expenses consist primarily of salary and related personnel 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, and allocated overhead. Research and development costs are expensed as incurred.
Stock-based Compensation
The Company measures stock-based compensation expense for all stock-based awards granted to employees and directors based on the estimated fair value of the awards on the date of grant and recognizes stock-based compensation expense over the requisite service period. The Company estimates the fair value of stock options and rights granted under the employee stock purchase plan (“ESPP”) using the Black-Scholes option pricing model, and the Monte Carlo simulation model to estimate the fair value of performance restricted stock units (“PRSUs”). The fair value of restricted stock units (“RSUs”) equals the fair market value of the Company’s Common Stock on grant date.
The Company amortizes the fair value of each stock award, except for market-based PRSU, on a straight-line basis over the requisite service period of the awards. For market-based PRSU, the Company amortizes using a graded-vesting attribution approach. 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.
Warranty The Company provides standard warranty coverage on its products, 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
In addition, the Company offers paid-for subscriptions to extended maintenance service plans under Assure. Assure provides both the labor and parts to maintain the products over the subscription terms of typically one to five years. The costs related to the Assure program are expensed as incurred and charged to subscriptions cost of revenue.
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 items are translated using historical exchange rates. For revenue and expense accounts, an average foreign currency rate during the period is applied. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as part of a separate component of stockholders’ equity (deficit) and reported in the consolidated statements of comprehensive loss. Foreign currency transaction gains and losses are included in other income (expense), net for the period.
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 basis. Based on the level of historical losses, the Company has established a valuation allowance to reduce its net deferred tax assets to the amount that is more likely than not to be realized.
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
Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The Company considers all series of its redeemable convertible preferred stock to be participating securities. The Company also considers any shares issued on the early exercise of stock options subject to repurchase to be participating securities because holders of such shares have nonforfeitable dividend rights in the event a dividend is paid on common stock. Under the two-class method, net income is attributed to common stockholders and participating securities based on their participation rights. The holders of the redeemable convertible preferred stock, as well as the holders of early exercised shares subject to repurchase, do not have a contractual obligation to share in the losses of the Company. As such, the Company’s net losses for the years ended January 31, 2024, 2023, and 2022 were not allocated to these participating securities.
Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, less shares subject to repurchase. Diluted net loss per share attributable to common stockholders adjusts basic net loss per share for the effect of dilutive securities, including stock options.
Net loss amount is computed by adding deemed dividends and cumulative dividends on redeemable convertible preferred stock, to net loss. As such, the amount of the loss is increased by those instruments. When computing dilutive net loss, the numerator is also adjusted by changes in fair value attributable to dilutive warrants and gains attributable to Earnout Shares issued. As a result, some of the
liability classified Company’s common stock warrants and Earnout Shares issued were dilutive, even though the Company reported losses for all periods presented.
Reclassifications of Prior Period Presentation
Reclassifications of Prior Period Presentation
Certain prior period amounts have been reclassified for consistency with the current year presentation.
Accounting Pronouncements
Recently Adopted Accounting Standards
In March 2022, the Financial Accounting Standards Board (“FASB”) issued ASU 2022-02, “Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures,” which addresses areas identified by the FASB as part of its post-implementation review of ASU 2016-13, “Financial Instruments--Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”) that introduced the current expected credit losses (“CECL”) model. The new guidance eliminates the accounting guidance for troubled debt restructurings by creditors that have already adopted the CECL model and enhances the disclosure requirements for loan refinancings and restructurings made with borrowers experiencing financial difficulty. In addition, the new guidance requires a public business entity to disclose current-period gross write-offs for financing receivables and net investment in leases by year of origination. The guidance is effective for public business entities that have adopted ASU 2016-13 for fiscal years beginning after December 31, 2022, including interim periods within those fiscal years. The Company adopted ASU 2022-02 on February 1, 2023 and elected to apply the amendments prospectively to all transactions within the scope of the amendment that are reflected in the financial statements at the date of adoption. The adoption did not have a material effect on the consolidated financial statements and related disclosures.
Recent Accounting Pronouncements Not Yet Adopted
In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which amends and enhances the disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. All disclosure requirements under this standard will also be required for public entities with a single reportable segment. The guidance is effective for public business entities for the fiscal years beginning after December 15, 2023, including interim periods within fiscal years beginning after December 15, 2024. The Company is currently assessing the impact of adopting this standard on the consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires companies to provide disaggregated information about a reporting entity’s effective tax rate reconciliation as well as further disaggregation on income taxes paid disclosure by federal, state, and foreign taxes. The guidance is effective for public business entities for the fiscal years beginning after December 15, 2024. The Company is currently assessing the impact of adopting this standard on the consolidated financial statements and related disclosures.
v3.24.1
Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Jan. 31, 2024
Accounting Policies [Abstract]  
Schedule of Cash and Cash Equivalents
The reconciliation of cash, cash equivalents, and restricted cash to amounts presented in the consolidated statements of cash flows were as follows:
January 31,
202420232022
(in thousands)
Cash and cash equivalents$327,410 $264,162 $315,235 
Restricted cash30,400 30,400 400 
Total cash, cash equivalents, and restricted cash$357,810 $294,562 $315,635 
Restrictions on Cash and Cash Equivalents
The reconciliation of cash, cash equivalents, and restricted cash to amounts presented in the consolidated statements of cash flows were as follows:
January 31,
202420232022
(in thousands)
Cash and cash equivalents$327,410 $264,162 $315,235 
Restricted cash30,400 30,400 400 
Total cash, cash equivalents, and restricted cash$357,810 $294,562 $315,635 
Investment
All of the short-term investments in U.S. Treasury securities have matured and no short-term investments remain outstanding as of January 31, 2024. As of January 31, 2023, short-term investments consisted of the following:
January 31, 2023
Amortized Cost(1)
Gross Unrealized GainsGross Unrealized LossesFair Value
(in thousands)
U.S. Treasury Securities$105,415 $— $(449)$104,966 
_______________
(1) Amortized cost and fair value amounts included interest receivable of $0.5 million.
Accounts Receivable, Allowance for Credit Loss The change in the allowance for expected credit losses for the years ended January 31, 2024, 2023, and 2022 was as follows:
Beginning
Balance
Change in Provision
Write-offsEnding
Balance
(in thousands)
Year ended January 31, 2024
Allowance for expected credit losses$10,000 $6,026 $(2,026)$14,000 
Year ended January 31, 2023
Allowance for expected credit losses$5,584 $6,353 $(1,937)$10,000 
Year ended January 31, 2022
Allowance for expected credit losses$2,000 $3,835 $(251)$5,584 
Schedule of Property and Equipment, Net 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
Useful Lives
Leasehold improvementsShorter of the estimated lease term or useful life
Owned and operated systems
5 to 7 years
Property and equipment, net consisted of the following:
January 31,
20242023
(in thousands)
Furniture and fixtures$1,718 $1,244 
Computers and software8,520 7,164 
Machinery and equipment35,954 25,144 
Tooling15,852 13,782 
Leasehold improvements9,828 9,357 
Owned and operated systems27,723 24,119 
Construction in progress2,310 2,790 
101,905 83,600 
Less: Accumulated depreciation(59,459)(43,554)
Total Property and Equipment, Net$42,446 $40,046 
The following table presents the depreciation expense related to fixed assets:
Year ended January 31,
202420232022
(in thousands)
Depreciation Expense$16,345 $13,404 $11,840 
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis
As of January 31, 2024, there were no assets or liabilities that were measured at fair value on a recurring basis. As of January 31, 2023, the Company’s assets and liabilities that were measured at fair value on a recurring basis were as follows:
Fair Value Measured as of January 31, 2023
Level 1Level 2Level 3Total
( in thousands)
Assets
Money market funds$133,979 $— $— $133,979 
U.S. Treasury securities
— 104,966 — 104,966 
Total financial assets$133,979 $104,966 $— $238,945 
Schedule of Deferred Revenue
The following table shows the total deferred revenue for each period presented.
January 31, 2024January 31, 2023
(in thousands)
Total deferred revenue$231,439 $198,610 
The following table shows the revenue recognized that was included in the deferred revenue balance at the beginning of the period.
Year Ended January 31,
202420232022
(in thousands)
Total deferred revenue recognized$88,777 $77,142 $40,934 
Deferred Policy Acquisition Costs
Changes in the deferred contract acquisition costs during the years ended January 31, 2024 and 2023 were as follows:
(in thousands)
Balance as of January 31, 2022
$7,129 
Capitalization of deferred contract acquisition costs3,374 
Amortization of deferred contract acquisition costs(2,361)
Balance as of January 31, 2023
$8,142 
Capitalization of deferred contract acquisition costs3,711 
Amortization of deferred contract acquisition costs(2,859)
Balance as of January 31, 2024
$8,994 
Deferred acquisition costs capitalized on the consolidated balance sheets were as follows:
January 31
20242023
(in thousands)
Deferred contract acquisition costs, current$3,013 $2,598 
Deferred contract acquisition costs, noncurrent5,981 5,544 
Total deferred contract acquisition costs$8,994 $8,142 
v3.24.1
Goodwill and Intangible Assets (Tables)
 12 Months Ended
Jan. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill
The following table summarizes the changes in carrying amounts of goodwill:
(in thousands)
Balance as of January 31, 2022$218,484 
Foreign exchange fluctuations(4,768)
Balance as of January 31, 2023$213,716 
Foreign exchange fluctuations
34 
Balance as of January 31, 2024
$213,750 
There was no impairment recognized for the years ended January 31, 2024, 2023, and 2022.
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination
The following table presents the details of intangible assets:
January 31, 2024
Cost (1)
Accumulated Amortization (1)
Net (1)
Useful Life
(amounts in thousands, useful lives in years)
Customer relationships$90,755 $(21,301)$69,454 10
Developed technology18,358 (7,257)11,101 6
$109,113 $(28,558)$80,555 
_______________
(1) Values are translated into U.S. Dollars at period-end foreign exchange rates.
January 31, 2023
Cost (1)
Accumulated Amortization (1)
Net (1)
Useful Life
(amounts in thousands, useful lives in years)
Customer relationships$90,738 $(12,223)$78,515 10
Developed technology18,355 (4,197)14,158 6
$109,093 $(16,420)$92,673 
_______________
(1) Values are translated into U.S. Dollars at period-end foreign exchange rates.
Schedule of Finite-Lived Intangible Assets Amortization Expense
The following table presents the amortization expense related to intangible assets:
Year ended January 31,
202420232022
(in thousands)
Amortization Expense$12,140 $11,646 $4,617 
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense
The following table presents the estimated aggregate amortization expense related to intangible assets:
Years Ending January 31,(in thousands)
2025$12,134 
202612,134 
202712,134 
202810,996 
20299,075 
Thereafter24,082 
Total amortization expense$80,555 
v3.24.1
Balance Sheet Components (Tables)
 12 Months Ended
Jan. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of Inventories
Inventories consisted of the following:
January 31,
20242023
(in thousands)
Raw materials$5,322 $11,509 
Finished goods193,258 57,221 
Total Inventories$198,580 $68,730 
Schedule of Other Current Assets
Prepaid expense and other current assets consisted of the following:
January 31,
20242023
(in thousands)
Prepaid expense$43,389 $48,464 
Other current assets18,855 22,556 
Total Prepaid Expense and Other Current Assets$62,244 $71,020 
Schedule of Property and Equipment, Net 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
Useful Lives
Leasehold improvementsShorter of the estimated lease term or useful life
Owned and operated systems
5 to 7 years
Property and equipment, net consisted of the following:
January 31,
20242023
(in thousands)
Furniture and fixtures$1,718 $1,244 
Computers and software8,520 7,164 
Machinery and equipment35,954 25,144 
Tooling15,852 13,782 
Leasehold improvements9,828 9,357 
Owned and operated systems27,723 24,119 
Construction in progress2,310 2,790 
101,905 83,600 
Less: Accumulated depreciation(59,459)(43,554)
Total Property and Equipment, Net$42,446 $40,046 
The following table presents the depreciation expense related to fixed assets:
Year ended January 31,
202420232022
(in thousands)
Depreciation Expense$16,345 $13,404 $11,840 
Schedule of Accrued and Other Current Liabilities
Accrued and other current liabilities consisted of the following:
January 31,
20242023
(in thousands)
Accrued expenses$51,399 $46,105 
Reserve for losses on non-cancellable purchase commitments
30,054 7,287 
Refundable customer deposits16,588 14,551 
Payroll and related expenses16,018 21,495 
Taxes payable14,294 14,232 
Other current liabilities(1)
30,751 29,813 
Total Accrued and Other Current Liabilities$159,104 $133,483 
_______________
(1) Beginning July 31, 2022, ViriCiti Earnout liability was reclassified from long-term liabilities to current liabilities as the Company expected the liability to be payable within twelve months of July 31, 2022. The ViriCiti Earnout liability was subsequently paid in full on March 6, 2023.
v3.24.1
Leases (Tables)
 12 Months Ended
Jan. 31, 2024
Leases [Abstract]  
Assets and Liabilities, Lessee
As of January 31, 2024 and 2023, lease balances were as follows:
January 31,
20242023
(in thousands)
Operating leases
Operating lease right-of-use assets$15,362 $22,242 
Operating lease liabilities, current4,485 3,753 
Operating lease liabilities, noncurrent17,350 21,841 
Total operating lease liabilities$21,835 $25,594 
Lessee, Operating Lease, Liability, Maturity
Future payments of operating lease liabilities under the Company’s non-cancellable operating leases as of January 31, 2024 were as follows:
(in thousands)
Years Ending January 31,
2025$6,495 
20265,198 
20274,703 
20284,100 
20293,921 
Thereafter2,301 
Total undiscounted operating lease payments$26,718 
Less: imputed interest(4,883)
Total operating lease liabilities$21,835 
Lease, Cost
Other supplemental information as of January 31, 2024 and 2023 was as follows:
January 31,
20242023
Lease Term and Discount Rate
Weighted-average remaining operating lease term (years)4.95.7
Weighted-average operating lease discount rate7.4 %7.3 %
Other supplemental cash flow information for the years ended January 31, 2024, 2023 and 2022 was as follows:
Year ended January 31,
202420232022
(in thousands)
Supplemental Cash Flow Information
Cash paid for amounts in the measurement of operating lease liabilities$6,760 $6,927 $5,164 
v3.24.1
Debt (Tables)
 12 Months Ended
Jan. 31, 2024
Debt Disclosure [Abstract]  
Convertible Debt
The following table presents the Company’s convertible debt outstanding:
Year Ended January 31,
20242023
(in thousands)
Gross Amount
$300,000 $300,000 
Debt discount and issuance costs
(16,296)(5,064)
Carrying amount
$283,704 $294,936 
Estimated fair value (Level 2 Inputs)
$211,000 $233,000 
Schedule of Interest Expense, Debt
The following table presents the Company’s interest expense related to convertible debt:
Twelve Months Ended January 31,
20242023
(in thousands)
Contractual interest expense$13,548 $8,429 
Amortization of debt discount and issuance costs1993965
Total interest expense$15,541 $9,394 
The following presents the Company’s interest expense related to the 2027 Revolving Credit Facility:
Twelve Months Ended January 31,
2024
(in thousands)
Amortization of debt issuance costs
$417 
Commitment fees
315
Total interest expense$732 
v3.24.1
Stock Warrants (Tables)
 12 Months Ended
Jan. 31, 2024
Equity [Abstract]  
Schedule of Warrants
As of January 31, 2024, there were 34,499,436 Legacy Warrants outstanding which are classified as equity.
January 31, 2024
Outstanding WarrantsExpiration Date
Number of
Warrants
Exercise
Price
Common Stock20,922,215 $6.03 
7/31/2030 – 8/4/2030
Common Stock13,577,221 $9.04 
11/16/2028 – 2/13/2029
Total outstanding common stock warrants34,499,436 
Activity of warrants is set forth below:
Legacy WarrantsPrivate Placement Warrants
Total
Common Stock Warrants
Outstanding as of January 31, 2023
34,499,436 — 34,499,436 
Warrants Exercised———
Outstanding as of January 31, 2024
34,499,436—34,499,436
Fair Value Measurement Inputs and Valuation Techniques
The Private Placement Warrants were valued using the assumptions under the Binomial Lattice Model that assumes optimal exercise of the Company’s redemption option at the earliest possible date. On February 21, 2022, the Company redeemed the remaining Private Placement Warrants for 0.355 shares of Common Stock per warrant. As of January 31, 2024, there were zero Private Placement Warrants outstanding.
January 31,
2022		February 26, 2021 (Merger Date)
Market price of public stock$13.85 $30.83 
Exercise price$11.50 $11.50 
Expected term (years)4.15.0
Volatility70.5 %73.5 %
Risk-free interest rate1.0 %0.8 %
Dividend rate0.0 %0.0 %
v3.24.1
Equity Plans and Stock-based Compensation (Tables)
 12 Months Ended
Jan. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Schedule of Stock-based Compensation Expense
The following sets forth the total stock-based compensation expense for employee equity plans included in the Company’s consolidated statements of operations:
Year Ended January 31,
202420232022
(in thousands)
Cost of revenue$6,154 $4,351 $3,782 
Research and development50,935 37,967 25,461 
Sales and marketing22,934 17,393 9,154 
General and administrative37,314 33,639 28,934 
Total stock-based compensation expense$117,337 $93,350 $67,331 
Share-based Payment Arrangement, Option, Activity A summary of option activity under the 2017 and 2007 Plans at January 31, 2024 and changes during the periods then ended is presented in the following table:
Number of
Stock Option
Awards		Weighted
Average
Exercise Price		Weighted
Average
Remaining Contractual term
(in years)		Aggregate
Intrinsic Value
(in thousands)
Outstanding as of January 31, 2023
17,600,524 $0.70 5.6$201,352 
Exercised(5,976,138)$0.63 
Cancelled(227,630)$0.77 
Outstanding as of January 31, 2024
11,396,756 $0.74 4.8$13,276 
Options vested and expected to vest as of January 31, 2024
11,396,739 $0.74 4.8$13,276 
Exercisable as of January 31, 2024
11,301,564 $0.73 4.8$13,167 
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions
The weighted-average assumptions in the Monte Carlo valuation model used to determine the fair value of PRSUs granted during the year ended January 31, 2024 and 2023 were as follows:
Year Ended January 31,
20242023
Expected volatility
68.4%- 82.4%
72.1% - 74.0%
Risk-free interest rate
4.0% - 4.3%
2.8% - 3.3%
Dividend rate0.0 %0.0 %
Expected term (in years)
0.9 - 3.1
0.3 - 4.8
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions
The weighted-average assumptions in the Black-Scholes option-pricing models used to determine the fair value of ESPP rights granted during the year ended January 31, 2024, 2023 and 2022 were as follows:

Year Ended January 31,
202420232022
Expected volatility
62.3% - 70.8%
64.9% - 72.2%
61.8% - 73.5%
Risk-free interest rate
4.5% - 5.4%
0.8% - 3.6%
0.1% - 0.3%
Dividend rate0.0 %0.0 %0.0 %
Expected term (in years)
0.5 - 2.0
0.5 - 2.0
0.4 - 1.9
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity
The 2021 EIP provides for the issuance of RSUs to employees and directors. A summary of activity of RSUs under the 2021 EIP at January 31, 2024 and changes during the periods then ended is presented in the following table:
 Number of SharesWeighted Average Grant Date Fair Value per Share
Outstanding as of January 31, 202312,935,413 $15.02 
RSU granted26,348,986 $5.85 
RSU vested(6,249,909)$13.53 
RSU forfeited(4,618,363)$11.95 
Outstanding as of January 31, 202428,416,127 $7.35 
A summary of activity of PRSUs under the 2021 EIP at January 31, 2024 and changes during the periods then ended is presented in the following table:
 Number of SharesWeighted Average Grant Date Fair Value per Share
Outstanding as of January 31, 20232,147,366 $10.83 
PRSU granted1,621,236 $2.84 
PRSU forfeited(620,820)$10.47 
Outstanding as of January 31, 20243,147,782 $6.79 
v3.24.1
Income Taxes (Tables)
 12 Months Ended
Jan. 31, 2024
Income Tax Disclosure [Abstract]  
Schedule of Income before Income Tax, Domestic and Foreign
The components of net loss before income taxes were as follows:
Year Ended January 31,
202420232022
(in thousands)
Domestic$(457,788)$(342,999)$(131,916)
Foreign158 (4,276)(3,255)
Net loss before income taxes$(457,630)$(347,275)$(135,171)
Schedule of Components of Income Tax Expense (Benefit)
The components of the provision for (benefit from) income taxes were as follows:
Year Ended January 31,
202420232022
(in thousands)
Current
Federal$218 $— $— 
State17 44 17 
Foreign1,942 1,345 359 
Total current$2,177 $1,389 $376 
Deferred
Federal$— $1 $(1,242)
State— — (423)
Foreign(2,198)(3,557)(1,641)
Total deferred(2,198)(3,556)(3,306)
Total benefit from income taxes
$(21)$(2,167)$(2,930)
Schedule of Effective Income Tax Rate Reconciliation
A reconciliation of the U.S. federal statutory rate to the Company’s effective tax rate was as follows:
Year Ended January 31,
202420232022
Tax at federal statutory rate21.0 %21.0 %21.0 %
State tax rate, net— %— %— %
Warrant and earnout revaluation— %— %20.9 %
Stock-based compensation(2.6 %)— %8.0 %
Intangible assets amortization— %— %1.3 %
Change in valuation allowance(19.5 %)(18.9 %)(45.5 %)
Transaction cost— %— %(1.2 %)
Research and development tax credits0.6 %0.8 %2.8 %
Section 162(m) executive compensation limitation
— %(1.2)%(5.3)%
Other0.6 %(1.1)%0.2 %
Effective tax rate0.1 %0.6 %2.2 %
Schedule of Deferred Tax Assets and Liabilities
The significant components of the Company’s deferred tax assets and liabilities as of January 31, 2024 and 2023 were as follows:
Year Ended January 31,
20242023
(in thousands)
Deferred tax assets:
Net operating losses$246,396 $216,642 
Research & development credits42,541 34,406 
Deferred revenue27,788 18,124 
Accruals and reserves47,279 18,837 
Stock-based compensation15,300 11,706 
Operating lease liabilities5,524 6,589 
Capitalized research & development expense69,070 39,761 
Total deferred tax assets453,898 346,065 
Less: valuation allowance(439,447)(328,786)
Deferred tax liabilities:
Depreciation and amortization(557)(390)
Operating lease right-of-use assets(3,886)(5,723)
Acquired intangible assets(18,985)(22,058)
Deferred commission
(2,275)(2,095)
Total deferred tax liabilities(25,703)(30,266)
Net deferred tax assets (liabilities)$(11,252)$(12,987)
Schedule of Unrecognized Tax Benefits Roll Forward
The following table summarizes the activity related to unrecognized tax benefits as follows:
Year Ended January 31,
202420232022
(in thousands)
Unrecognized tax benefits - beginning$25,762 $19,238 $9,402 
Gross changes - prior period tax position— 109 2,039 
Gross changes - current period tax position6,331 6,415 7,797 
Unrecognized tax benefits — ending$32,093 $25,762 $19,238 
v3.24.1
Geographic Information (Tables)
 12 Months Ended
Jan. 31, 2024
Segment Reporting [Abstract]  
Schedule of Revenue by Geographic Area
Revenue by geographic area based on the shipping address of the customers was as follows:
Year Ended January 31,
202420232022
(in thousands)
United States$380,067 $373,736 $205,186 
Rest of World126,572 94,358 35,820 
Total revenue$506,639 $468,094 $241,006 
Long-lived Assets by Geographic Areas
Long-lived assets by geographic area were as follows:
January 31,
20242023
(in thousands)
United States$65,468 $71,032 
Netherlands66,241 76,747 
Rest of World6,654 7,182 
Total long-lived assets$138,363 $154,961 
v3.24.1
Basic and Diluted Net Loss per Share (Tables)
 12 Months Ended
Jan. 31, 2024
Earnings Per Share [Abstract]  
Schedule of Loss Per Share Attributable to Common Stockholders, Basic and Diluted
The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the years ended January 31, 2024, 2023, and 2022:
Year Ended January 31,
202420232022
(in thousands, except share and per share data)
Numerator:
Net income (loss)$(457,609)$(345,108)$(132,241)
Adjust: Cumulative dividends on redeemable convertible preferred stock— — (4,292)
Adjust: Deemed dividends attributable to vested option holders— — (51,855)
Adjust: Deemed dividends attributable to common stock warrant holders— — (110,635)
Net loss attributable to common stockholders - Basic$(457,609)$(345,108)$(299,023)
Less: Gain attributable to earnout shares issued— — (84,420)
Less: Change in fair value of dilutive warrants— — (68,223)
Net loss attributable to common stockholders - Diluted$(457,609)$(345,108)$(451,666)
Denominator:
Weighted average common shares outstanding(1)
375,543,916338,576,326297,642,999
Less: Weighted-average unvested restricted shares and shares subject to repurchase(14,033)(87,659)(221,030)
Weighted average shares outstanding - Basic375,529,883338,488,667297,421,969
Add: Earnout Shares under the treasury stock method— — 3,701,427 
Add: Public and Private Placement Warrants under the treasury stock method— — 1,366,870 
Weighted average shares outstanding - Diluted375,529,883338,488,667302,490,266
Net loss per share - Basic$(1.22)$(1.02)$(1.01)
Net loss per share - Diluted(2)
$(1.22)$(1.02)$(1.49)
_______________
(1) For the fiscal year ended January 31, 2022, as a result of the Merger, the Company retroactively adjusted the weighted-average number of shares of Common Stock outstanding prior to the Closing Date by multiplying them by the Exchange Ratio of 0.9966 used to determine the number of shares of Common Stock into which they converted. The Common Stock issued as a result of the redeemable convertible preferred stock conversion on the Closing Date was included in the basic net loss per share calculation on a prospective basis.
(2) For the fiscal year ended January 31, 2022, redeemable convertible preferred stock and preferred stock warrants outstanding prior to the Merger Closing Date were excluded because including them would have had an antidilutive effect.
Schedule of Antidilutive Securities Excluded from Computation of Earnings 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,
202420232022
2028 Convertible Notes (on an as-converted basis)
24,999,990 12,483,569 — 
Options to purchase common stock
11,396,756 17,600,524 22,200,869 
Restricted stock units28,416,127 12,935,413 4,033,418 
Unvested early exercised common stock options
665 40,555 132,180 
Common stock warrants
34,499,436 34,499,436 35,549,024 
Employee stock purchase plan9,348,659 1,835,659 894,348 
Total potentially dilutive common share equivalents
108,661,633 79,395,156 62,809,839 
v3.24.1
Restructuring (Tables)
 12 Months Ended
Jan. 31, 2024
Restructuring and Related Activities [Abstract]  
Schedule of Restructuring Reserve by Type of Cost
The following table summarizes the January 2024 Reorganization charges by line item within the Company’s consolidated statements of operations for the year ended January 31, 2024:
Severances and employment-related termination costs
Facility and other contract terminations
Total
(in thousands)
Cost of revenue$632 $— $632 
Research and development7,540 — 7,540 
Sales and marketing500 — 500 
General and administrative1,274 2,708 3,982 
Total$9,946 $2,708 $12,654 
The following table summarizes the September 2023 Reorganization charges by line item within the Company’s statement of operations for the year ended January 31, 2024:
Severances and employment-related termination costs
Facility and other contract terminations
Total
(in thousands)
Cost of revenue$996 $— $996 
Research and development4,183 — 4,183 
Sales and marketing1,343 — 1,343 
General and administrative890 8,189 9,079 
Total$7,412 $8,189 $15,601 
v3.24.1
Description of Business and Basis of Presentation (Details) - USD ($)
$ / shares in Units, $ in Thousands
 1 Months Ended 12 Months Ended
Feb. 03, 2022
Oct. 06, 2021
Aug. 11, 2021
Feb. 26, 2021
Feb. 28, 2021
Jan. 31, 2024
Jan. 31, 2023
Jan. 31, 2022
Business Acquisition [Line Items]                
Accumulated deficit           $ (1,614,372) $ (1,156,763)  
Proceeds from merger         $ 484,100      
Cash, cash equivalents, and restricted cash and short-term investments           357,800    
Transaction costs expensed           $ 0 $ 0 $ (7,031)
Value of shares in escrow   $ 15,900            
Switchback                
Business Acquisition [Line Items]                
Proceeds from merger       $ 225,000        
Net cash contributions from merger       511,600        
Cash - Switchback's trust and cash       286,600        
Repurchase of common stock       300        
Transaction costs expensed       36,500        
Transaction costs expensed       7,000        
Switchback | Additional Paid-In Capital                
Business Acquisition [Line Items]                
Reduction to APIC       $ 29,500        
ViriCiti Earnout liability | Level 3 | Contingent Consideration Liability                
Business Acquisition [Line Items]                
Transfer out of Level 3 upon achievement of earnings target for the earnout period     $ 7,100          
ViriCiti                
Business Acquisition [Line Items]                
Cash consideration     $ 79,400          
HTB                
Business Acquisition [Line Items]                
Cash consideration   132,900            
Total purchase consideration   235,000            
Common Stock consideration   $ 102,100            
Equity transferred (in shares)   5,695,176            
Equity transferred (in USD per share)   $ 17.92            
Payments for working capital adjustment $ 2,800              
Shares held in escrow (in shares)   885,692            
Indemnity claim period   18 months            
v3.24.1
Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) - Customer Concentration Risk - Largest Customer
 12 Months Ended
Jan. 31, 2024
Jan. 31, 2023
Accounts Receivable    
Concentration Risk [Line Items]    
Concentration risk, percentage 10.00% 10.00%
Revenue    
Concentration Risk [Line Items]    
Concentration risk, percentage 10.00% 10.00%
v3.24.1
Summary of Significant Accounting Policies - Segment Reporting (Details)
 12 Months Ended
Jan. 31, 2024
segment
Accounting Policies [Abstract]  
Number of operating segments 1
v3.24.1
Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($)
$ in Thousands
Jan. 31, 2024
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Accounting Policies [Abstract]        
Cash and cash equivalents $ 327,410 $ 264,162 $ 315,235  
Restricted cash 30,400 30,400 400  
Total cash, cash equivalents, and restricted cash $ 357,810 $ 294,562 $ 315,635 $ 145,891
v3.24.1
Summary of Significant Accounting Policies - Short-Term Investments (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2024
Debt Securities, Available-for-Sale [Line Items]    
Short-term investments $ 104,966 $ 0
Accrued interest receivable $ 500  
Debt Securities, Available-for-Sale, Accrued Interest, after Allowance for Credit Loss, Statement of Financial Position [Extensible Enumeration] Short-term investments  
U.S. Treasury securities    
Debt Securities, Available-for-Sale [Line Items]    
Amortized Cost $ 105,415  
Gross Unrealized Gains 0  
Gross Unrealized Losses (449)  
Short-term investments $ 104,966  
v3.24.1
Summary of Significant Accounting Policies - Short-Term Investments Narrative (Details)
$ in Thousands
 12 Months Ended
Jan. 31, 2023
USD ($)
U.S. Treasury securities  
Debt Securities, Available-for-Sale [Line Items]  
Gross unrealized losses $ 449
v3.24.1
Summary of Significant Accounting Policies - Allowance for Credit Loss (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2024
Jan. 31, 2023
Jan. 31, 2022
Accounts Receivable, Allowance for Credit Loss [Roll Forward]      
Beginning Balance $ 10,000 $ 5,584 $ 2,000
Change in Provision 6,026 6,353 3,835
Write-offs (2,026) (1,937) (251)
Ending Balance $ 14,000 $ 10,000 $ 5,584
v3.24.1
Summary of Significant Accounting Policies - Schedule of Property and Equipment (Details)
Jan. 31, 2024
Furniture and fixtures | Minimum  
Property, Plant and Equipment [Line Items]  
Useful lives 3 years
Furniture and fixtures | Maximum  
Property, Plant and Equipment [Line Items]  
Useful lives 5 years
Computers and software | Minimum  
Property, Plant and Equipment [Line Items]  
Useful lives 3 years
Computers and software | Maximum  
Property, Plant and Equipment [Line Items]  
Useful lives 5 years
Machinery and equipment | Minimum  
Property, Plant and Equipment [Line Items]  
Useful lives 3 years
Machinery and equipment | Maximum  
Property, Plant and Equipment [Line Items]  
Useful lives 5 years
Tooling | Minimum  
Property, Plant and Equipment [Line Items]  
Useful lives 3 years
Tooling | Maximum  
Property, Plant and Equipment [Line Items]  
Useful lives 5 years
Owned and operated systems | Minimum  
Property, Plant and Equipment [Line Items]  
Useful lives 5 years
Owned and operated systems | Maximum  
Property, Plant and Equipment [Line Items]  
Useful lives 7 years
v3.24.1
Summary of Significant Accounting Policies - Leases (Details) - USD ($)
$ in Millions
 12 Months Ended
Jan. 31, 2024
Jan. 31, 2023
Accounting Policies [Abstract]    
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Accrued and other current liabilities Accrued and other current liabilities
Impairment of operating lease right-of-use assets $ 2.7  
v3.24.1
Summary of Significant Accounting Policies - Schedule of Fair Value (Details) - Fair Value, Recurring
$ in Thousands
Jan. 31, 2023
USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Total financial assets $ 238,945
Level 1  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Total financial assets 133,979
Level 2  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Total financial assets 104,966
Level 3  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Total financial assets 0
Money market funds  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Financial assets, fair value 133,979
Money market funds | Level 1  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Financial assets, fair value 133,979
Money market funds | Level 2  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Financial assets, fair value 0
Money market funds | Level 3  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Financial assets, fair value 0
U.S. Treasury securities  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Financial assets, fair value 104,966
U.S. Treasury securities | Level 1  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Financial assets, fair value 0
U.S. Treasury securities | Level 2  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Financial assets, fair value 104,966
U.S. Treasury securities | Level 3  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Financial assets, fair value $ 0
v3.24.1
Summary of Significant Accounting Policies - Impairment of Long-Lived Assets (Details) - USD ($)
 12 Months Ended
Jan. 31, 2024
Jan. 31, 2023
Jan. 31, 2022
Accounting Policies [Abstract]      
Impairment of long-lived assets $ 0 $ 0 $ 0
v3.24.1
Summary of Significant Accounting Policies - Intangible Assets (Details)
 12 Months Ended
Jan. 31, 2024
Minimum  
Acquired Finite-Lived Intangible Assets [Line Items]  
Acquired intangible assets, useful life (in years) 6 years
Maximum  
Acquired Finite-Lived Intangible Assets [Line Items]  
Acquired intangible assets, useful life (in years) 10 years
v3.24.1
Summary of Significant Accounting Policies - Goodwill (Details) - USD ($)
Jan. 31, 2024
Jan. 31, 2023
Jan. 31, 2022
Accounting Policies [Abstract]      
Goodwill $ 213,750,000 $ 213,716,000 $ 218,484,000
Goodwill impairment $ 0    
v3.24.1
Summary of Significant Accounting Policies - Revenue (Details)
 12 Months Ended
Jan. 31, 2024
Minimum  
Disaggregation of Revenue [Line Items]  
Subscription term 1 year
Contract terms 30 days
Maximum  
Disaggregation of Revenue [Line Items]  
Subscription term 5 years
Contract terms 90 days
v3.24.1
Summary of Significant Accounting Policies - Remaining Performance Obligations (Details)
$ in Millions
 12 Months Ended
Jan. 31, 2024
USD ($)
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]  
Revenue expected to be recognized from remaining performance obligations $ 255.8
Minimum  
Deferred Revenue Arrangement [Line Items]  
Subscription term 1 year
Maximum  
Deferred Revenue Arrangement [Line Items]  
Subscription term 5 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-02-01  
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]  
Revenue expected to be recognized from remaining performance obligations (as percent) 42.00%
Revenue expected to be recognized from remaining performance obligations (in months) 12 months
v3.24.1
Summary of Significant Accounting Policies - Deferred Revenue (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2024
Jan. 31, 2023
Jan. 31, 2022
Accounting Policies [Abstract]      
Contract with customer liability $ 231,439 $ 198,610  
Contract with customer liability, revenue recognized $ 88,777 $ 77,142 $ 40,934
v3.24.1
Summary of Significant Accounting Policies - Cost to Obtain Customer Contract (Details)
Jan. 31, 2024
Accounting Policies [Abstract]  
Capitalized contract cost, amortization period (in years) 5 years
v3.24.1
Summary of Significant Accounting Policies - Rollforward of Deferred Costs (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2024
Jan. 31, 2023
Jan. 31, 2022
Capitalized Contract Cost [Roll Forward]      
Beginning balance $ 8,142 $ 7,129  
Capitalization of deferred contract acquisition costs 3,711 3,374  
Amortization of deferred contract acquisition costs (2,859) (2,361) $ (1,786)
Ending balance $ 8,994 $ 8,142 $ 7,129
v3.24.1
Summary of Significant Accounting Policies - Schedule of Deferred Costs (Details) - USD ($)
$ in Thousands
Jan. 31, 2024
Jan. 31, 2023
Jan. 31, 2022
Accounting Policies [Abstract]      
Deferred contract acquisition costs, current $ 3,013 $ 2,598  
Deferred contract acquisition costs, noncurrent 5,981 5,544  
Total deferred contract acquisition costs $ 8,994 $ 8,142 $ 7,129
v3.24.1
Summary of Significant Accounting Policies - Advertising Costs (Details) - USD ($)
 12 Months Ended
Jan. 31, 2024
Jan. 31, 2023
Jan. 31, 2022
Accounting Policies [Abstract]      
Advertising Expense $ 0 $ 0 $ 0
v3.24.1
Summary of Significant Accounting Policies - Warranty (Details) - USD ($)
$ in Millions
 12 Months Ended
Jan. 31, 2024
Jan. 31, 2023
Jan. 31, 2022
Accounting Policies [Abstract]      
Warranty expense $ 16.7 $ 5.4 $ 3.8
Minimum      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Subscription terms (in years) 1 year    
Maximum      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Subscription terms (in years) 5 years    
v3.24.1
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2024
Jan. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]    
Beginning balance $ 213,716 $ 218,484
Foreign exchange fluctuations 34 (4,768)
Ending balance $ 213,750 $ 213,716
v3.24.1
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($)
$ in Thousands
Jan. 31, 2024
Jan. 31, 2023
Business Acquisition [Line Items]    
Cost $ 109,113 $ 109,093
Accumulated amortization (28,558) (16,420)
Total amortization expense 80,555 92,673
Customer relationships    
Business Acquisition [Line Items]    
Cost 90,755 90,738
Accumulated amortization (21,301) (12,223)
Total amortization expense $ 69,454 $ 78,515
Useful life (in years) 10 years 10 years
Developed technology    
Business Acquisition [Line Items]    
Cost $ 18,358 $ 18,355
Accumulated amortization (7,257) (4,197)
Total amortization expense $ 11,101 $ 14,158
Useful life (in years) 6 years 6 years
v3.24.1
Goodwill and Intangible Assets - Narrative (Details) - USD ($)
 12 Months Ended
Jan. 31, 2024
Jan. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]    
Impairment of acquired intangible assets and goodwill $ 0 $ 0
v3.24.1
Goodwill and Intangible Assets - Schedule of Amortization Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2024
Jan. 31, 2023
Jan. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]      
Amortization Expense $ 12,140 $ 11,646 $ 4,617
v3.24.1
Goodwill and Intangible Assets - Maturity of Amortization Expense (Details) - USD ($)
$ in Thousands
Jan. 31, 2024
Jan. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]    
2025 $ 12,134  
2026 12,134  
2027 12,134  
2028 10,996  
2029 9,075  
Thereafter 24,082  
Total amortization expense $ 80,555 $ 92,673
v3.24.1
Balance Sheet Components - Inventories (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2024
Jan. 31, 2023
Jan. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]      
Raw materials $ 5,322 $ 11,509  
Finished goods 193,258 57,221  
Total Inventories 198,580 68,730  
Inventory impairment $ 70,000 $ 0 $ 0
v3.24.1
Balance Sheet Components - Prepaid Expense and Other Current Assets (Details) - USD ($)
$ in Thousands
Jan. 31, 2024
Jan. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Prepaid expense $ 43,389 $ 48,464
Other Assets, Current 18,855 22,556
Prepaid expenses and other current assets $ 62,244 $ 71,020
v3.24.1
Balance Sheet Components - Property and Equipment, Net (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2024
Jan. 31, 2023
Jan. 31, 2022
Property, Plant and Equipment [Line Items]      
Property and equipment $ 101,905 $ 83,600  
Less: Accumulated depreciation (59,459) (43,554)  
Total Property and Equipment, Net 42,446 40,046  
Depreciation expense 16,345 13,404 $ 11,840
Furniture and fixtures      
Property, Plant and Equipment [Line Items]      
Property and equipment 1,718 1,244  
Computers and software      
Property, Plant and Equipment [Line Items]      
Property and equipment 8,520 7,164  
Machinery and equipment      
Property, Plant and Equipment [Line Items]      
Property and equipment 35,954 25,144  
Tooling      
Property, Plant and Equipment [Line Items]      
Property and equipment 15,852 13,782  
Leasehold improvements      
Property, Plant and Equipment [Line Items]      
Property and equipment 9,828 9,357  
Owned and operated systems      
Property, Plant and Equipment [Line Items]      
Property and equipment 27,723 24,119  
Construction in progress      
Property, Plant and Equipment [Line Items]      
Property and equipment $ 2,310 $ 2,790  
v3.24.1
Balance Sheet Components - Accrued and Other Current Liabilities (Details) - USD ($)
$ in Thousands
Jan. 31, 2024
Jan. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Accrued expenses $ 51,399 $ 46,105
Reserve for losses on non-cancellable purchase commitments 30,054 7,287
Refundable customer deposits 16,588 14,551
Payroll and related expenses 16,018 21,495
Taxes payable 14,294 14,232
Other current liabilities 30,751 29,813
Total Accrued and Other Current Liabilities $ 159,104 $ 133,483
v3.24.1
Leases - Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Jan. 31, 2024
Jan. 31, 2023
Jan. 31, 2022
Lessee, Lease, Description [Line Items]      
Lease cost $ 6.0 $ 6.6 $ 6.1
Minimum      
Lessee, Lease, Description [Line Items]      
Lease renewal term (in years) 1 year    
Maximum      
Lessee, Lease, Description [Line Items]      
Lease renewal term (in years) 5 years    
v3.24.1
Leases - Schedule of Lease Assets and Liabilities (Details) - USD ($)
$ in Thousands
Jan. 31, 2024
Jan. 31, 2023
Leases [Abstract]    
Operating leases $ 15,362 $ 22,242
Operating lease liabilities, current 4,485 3,753
Operating lease liabilities 17,350 21,841
Total operating lease liabilities $ 21,835 $ 25,594
v3.24.1
Leases - Schedule of Lease Maturity (Details) - USD ($)
$ in Thousands
Jan. 31, 2024
Jan. 31, 2023
Leases [Abstract]    
2025 $ 6,495  
2026 5,198  
2027 4,703  
2028 4,100  
2029 3,921  
Thereafter 2,301  
Total undiscounted operating lease payments 26,718  
Less: imputed interest (4,883)  
Total operating lease liabilities $ 21,835 $ 25,594
v3.24.1
Leases - Other Supplemental Information (Details)
Jan. 31, 2024
Jan. 31, 2023
Leases [Abstract]    
Weighted-average remaining operating lease term (years) 4 years 10 months 24 days 5 years 8 months 12 days
Weighted-average operating lease discount rate 7.40% 7.30%
v3.24.1
Leases - Cash Flow Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2024
Jan. 31, 2023
Jan. 31, 2022
Leases [Abstract]      
Cash paid for amounts in the measurement of operating lease liabilities $ 6,760 $ 6,927 $ 5,164
v3.24.1
Debt - Narrative (Details)
 1 Months Ended 12 Months Ended
Oct. 24, 2023
$ / shares
Jul. 27, 2023
USD ($)
Apr. 30, 2022
USD ($)
day
$ / shares
Mar. 31, 2021
USD ($)
Jul. 31, 2018
USD ($)
Jan. 31, 2024
USD ($)
Jan. 31, 2023
USD ($)
Jan. 31, 2022
USD ($)
Line of Credit                
Debt Instrument [Line Items]                
Extinguishment of debt       $ 35,000,000        
Interest and prepayment fees       $ 1,200,000        
Line of Credit | Medium-term Notes | 2018 Loan                
Debt Instrument [Line Items]                
Maximum borrowing capacity         $ 45,000,000      
Borrowings           $ 35,000,000    
Issuance costs           1,100,000    
Net proceeds from line of credit         $ 33,900,000      
Debt maturity (in years)         5 years      
Interest expense           0 $ 0 $ 1,500,000
Line of Credit | Medium-term Notes | 2018 Loan | LIBOR                
Debt Instrument [Line Items]                
Basis spread on variable rate         6.55%      
Line of Credit | Revolving Credit Facility | 2027 Revolving Credit Facility                
Debt Instrument [Line Items]                
Maximum borrowing capacity   $ 150,000,000            
Interest rate (as a percent)   1.75%            
Commitment fee   0.40%            
Borrowing capacity           150,000,000    
Line of Credit | Revolving Credit Facility | 2027 Revolving Credit Facility | Secured Overnight Financing Rate (SOFR)                
Debt Instrument [Line Items]                
Basis spread on variable rate   2.75%            
Participation fee   2.25%            
Borrowings outstanding           0    
Line of Credit | Revolving Credit Facility | 2027 Revolving Credit Facility | Euro Interbank Offered Rate (EURIBOR)                
Debt Instrument [Line Items]                
Basis spread on variable rate   2.75%            
Line of Credit | Revolving Credit Facility | 2027 Revolving Credit Facility | Daily Simple Risk-Free Rate                
Debt Instrument [Line Items]                
Basis spread on variable rate   2.75%            
Line of Credit | Letter of Credit | 2027 Revolving Credit Facility                
Debt Instrument [Line Items]                
Maximum borrowing capacity   $ 100,000,000            
Minimum total liquidity   150.00%            
Line of Credit | Letter of Credit | 2027 Revolving Credit Facility | Secured Overnight Financing Rate (SOFR)                
Debt Instrument [Line Items]                
Borrowings outstanding           0    
Convertible Debt | 2028 Convertible Notes                
Debt Instrument [Line Items]                
Borrowings           300,000,000 300,000,000  
Debt instrument, face amount     $ 300,000,000          
Carrying amount     $ 294,000,000     $ 283,704,000 294,936,000  
Conversion price (in dollars per share) | $ / shares $ 12.00   $ 24.03          
Ratio of repurchase price to principal amount           100.00%    
Ratio of control price to principal amount           125.00%    
Interest rate, effective percentage           8.59%    
Long-term debt, fair value           $ 211,000,000 $ 233,000,000  
Conversion ratio 0.083333   0.0416119          
Convertible Debt | 2028 Convertible Notes | Debt Instrument, Redemption, Period One                
Debt Instrument [Line Items]                
Threshold trading days | day     20          
Threshold consecutive trading days | day     30          
Threshold percentage of stock price trigger (as a percent)     130.00%          
Convertible Debt | 2028 Convertible Notes | Debt Instrument, Redemption, Period Two                
Debt Instrument [Line Items]                
Threshold trading days | day     5          
Threshold consecutive trading days | day     10          
Threshold percentage of stock price trigger (as a percent)     98.00%          
Convertible Debt | 2028 Convertible Notes | Cash Interest                
Debt Instrument [Line Items]                
Interest rate (as a percent) 7.00%   3.50%          
Convertible Debt | 2028 Convertible Notes | Paid In Kind Interest                
Debt Instrument [Line Items]                
Interest rate (as a percent) 8.50%   5.00%          
Secured Debt | 2028 Convertible Notes                
Debt Instrument [Line Items]                
Maximum covenant threshold           $ 750,000,000    
Trustee percentage (as a percent)           25.00%    
Declare percentage           100.00%    
v3.24.1
Debt - Schedule of Convertible Debt (Details) - 2028 Convertible Notes - Convertible Debt - USD ($)
$ in Thousands
Jan. 31, 2024
Jan. 31, 2023
Apr. 30, 2022
Debt Instrument [Line Items]      
Gross Amount $ 300,000 $ 300,000  
Debt discount and issuance costs (16,296) (5,064)  
Carrying amount 283,704 294,936 $ 294,000
Estimated fair value (Level 2 Inputs) $ 211,000 $ 233,000  
v3.24.1
Debt - Schedule of Interest Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2024
Jan. 31, 2023
2028 Convertible Notes    
Debt Instrument [Line Items]    
Contractual interest expense $ 13,548 $ 8,429
Amortization of debt discount and issuance costs 1,993 965
Total interest expense 15,541 $ 9,394
2027 Revolving Credit Facility    
Debt Instrument [Line Items]    
Amortization of debt discount and issuance costs 417  
Commitment fees 315  
Total interest expense $ 732  
v3.24.1
Commitment and Contingencies - Narrative (Details) - USD ($)
$ in Millions
Jan. 31, 2024
Jan. 31, 2023
Commitments and Contingencies Disclosure [Abstract]    
Letters of credit outstanding $ 30.4 $ 30.4
v3.24.1
Common Stock - Narrative (Details)
$ / shares in Units, $ in Thousands
 1 Months Ended 12 Months Ended
Jul. 31, 2022
USD ($)
Jan. 31, 2024
USD ($)
vote
$ / shares
shares
Jan. 31, 2023
USD ($)
$ / shares
shares
Jan. 31, 2022
USD ($)
shares
Jul. 01, 2022
shares
Jan. 31, 2021
shares
Class of Stock [Line Items]            
Issuance of common stock upon the reverse recapitalization, net of issuance costs | $       $ 200,466    
Common stock, shares outstanding (in shares)   421,116,720 348,330,481      
Common stock, par value (USD per share) | $ / shares   $ 0.0001 $ 0.0001      
Common stock, shares authorized (in shares)   1,000,000,000 1,000,000,000      
Common Stock, shares issued (in shares)   421,116,720 348,330,481      
Number of votes | vote   1        
At-The-Market Offering            
Class of Stock [Line Items]            
Common stock, shares authorized (in shares)         1,000,000,000  
Number of shares sold (in shares)   59,299,481 4,657,806      
Maximum consideration receivable | $ $ 500,000          
Consideration received on sold shares | $   $ 287,200 $ 49,500      
Issuance costs | $   $ 1,200 $ 500      
Common Stock            
Class of Stock [Line Items]            
Merger and PIPE financing shares (in shares)       60,746,989    
Issuance of common stock upon the reverse recapitalization, net of issuance costs | $       $ 6    
Shares outstanding (in shares)   421,116,720 348,330,481 334,760,615   22,961,032
Additional Paid-In Capital            
Class of Stock [Line Items]            
Issuance of common stock upon the reverse recapitalization, net of issuance costs | $       $ 200,460    
v3.24.1
Common Stock - Reserved for Future Issuance (Details)
Jan. 31, 2024
shares
2021 Stock Option Plan  
Class of Stock [Line Items]  
Total shares of common stock reserved (in shares) 34,331,567
Employee stock purchase plan  
Class of Stock [Line Items]  
Total shares of common stock reserved (in shares) 13,139,772
v3.24.1
Stock Warrants - Narrative (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Jul. 06, 2021
Jan. 31, 2024
Jan. 31, 2023
Jan. 31, 2022
Feb. 21, 2022
Jun. 04, 2021
Class of Warrant or Right [Line Items]            
Warrants outstanding (in shares)   34,499,436 34,499,436      
Warrants exercised (in shares)   0        
Proceeds from the exercise of public warrants   $ 0 $ 6,884 $ 118,864    
Fair Value, Net Derivative Asset (Liability), Recurring Basis, Still Held, Unrealized Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]   Change in fair value of warrant liabilities Change in fair value of warrant liabilities Change in fair value of warrant liabilities    
Common Stock            
Class of Warrant or Right [Line Items]            
Warrants outstanding (in shares)   34,499,436        
Common Stock | Legacy Chargepoint            
Class of Warrant or Right [Line Items]            
Issuance of common stock upon exercise of warrants (in shares)     1,037,808      
Legacy Common And Preferred Stock Warrants Classified As Equity            
Class of Warrant or Right [Line Items]            
Warrants outstanding (in shares)   38,761,031        
Legacy Warrants            
Class of Warrant or Right [Line Items]            
Warrants outstanding (in shares)   34,499,436 34,499,436      
Warrants exercised (in shares)   0        
Legacy Warrants | Common Stock | Legacy Chargepoint            
Class of Warrant or Right [Line Items]            
Warrants exercised (in shares)   0 1,039,153      
Legacy Common Stock Warrants            
Class of Warrant or Right [Line Items]            
Proceeds from the exercise of public warrants     $ 6,900      
Private Placement Warrants            
Class of Warrant or Right [Line Items]            
Warrants outstanding (in shares)   0 0      
Warrants exercised (in shares)   0        
Proceeds from the exercise of public warrants     $ 117,600      
Fair value adjustment of warrants     63,700      
Value per common share         $ 0.355  
Public Warrants            
Class of Warrant or Right [Line Items]            
Fair value adjustment of warrants   $ 0 $ 0 $ 15,900    
Number of warrants called for redemption (in shares)           244,481
Class of warrants redeemed Or called during period (in shares) 244,481          
Class of warrants redemption price per warrant (in dollar per share) 0.01          
v3.24.1
Stock Warrants - Schedule of Warrants Outstanding (Details) - $ / shares
Jan. 31, 2024
Jan. 31, 2023
Class of Warrant or Right [Line Items]    
Warrants outstanding (in shares) 34,499,436 34,499,436
Common Stock Warrant, Expires in 2030    
Class of Warrant or Right [Line Items]    
Warrants outstanding (in shares) 20,922,215  
Stock price of warrants (in dollars per share) $ 6.03  
Common Stock Warrant, Expires in 2028 Through 2029    
Class of Warrant or Right [Line Items]    
Warrants outstanding (in shares) 13,577,221  
Stock price of warrants (in dollars per share) $ 9.04  
v3.24.1
Stock Warrants - Fair Value Inputs of Warrants and Contingent Earnout Liability (Details) - Private Placement Warrants
Jan. 31, 2022
$ / shares
Feb. 26, 2021
$ / shares
Current stock price    
Class of Warrant or Right [Line Items]    
Warrants, measurement input 13.85 30.83
Exercise price    
Class of Warrant or Right [Line Items]    
Warrants, measurement input 11.50 11.50
Expected term (years)    
Class of Warrant or Right [Line Items]    
Warrants, measurement input 4.1 5.0
Expected volatility    
Class of Warrant or Right [Line Items]    
Warrants, measurement input 0.705 0.735
Risk-free interest rate    
Class of Warrant or Right [Line Items]    
Warrants, measurement input 0.010 0.008
Dividend rate    
Class of Warrant or Right [Line Items]    
Warrants, measurement input 0.000 0.000
v3.24.1
Stock Warrants - Warrant Activity (Details)
 12 Months Ended
Jan. 31, 2024
shares
Warrants Or Rights Outstanding Roll Forward [Roll Forward]  
Outstanding at beginning of period (in shares) 34,499,436
Warrants exercised (in shares) 0
Outstanding at end of period (in shares) 34,499,436
Legacy Warrants  
Warrants Or Rights Outstanding Roll Forward [Roll Forward]  
Outstanding at beginning of period (in shares) 34,499,436
Warrants exercised (in shares) 0
Outstanding at end of period (in shares) 34,499,436
Private Placement Warrants  
Warrants Or Rights Outstanding Roll Forward [Roll Forward]  
Outstanding at beginning of period (in shares) 0
Warrants exercised (in shares) 0
Outstanding at end of period (in shares) 0
v3.24.1
Equity Plans and Stock-based Compensation - Stock-based Compensation Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2024
Jan. 31, 2023
Jan. 31, 2022
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Total stock-based compensation expense $ 117,337 $ 93,350 $ 67,331
Cost of revenue      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Total stock-based compensation expense 6,154 4,351 3,782
Research and development      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Total stock-based compensation expense 50,935 37,967 25,461
Sales and marketing      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Total stock-based compensation expense 22,934 17,393 9,154
General and administrative      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Total stock-based compensation expense $ 37,314 $ 33,639 $ 28,934
v3.24.1
Equity Plans and Stock-based Compensation - Narrative (Details) - USD ($)
$ / shares in Units, $ in Millions
 12 Months Ended
Feb. 25, 2021
Jan. 31, 2024
Jan. 31, 2023
Jan. 31, 2022
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]        
Unrecognized stock-based compensation cost not yet recognized   $ 175.8    
Period for recognition (in years)   2 years 7 months 6 days    
2021 Equity Incentive Plan        
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]        
Possible increase in percent of outstanding shares (as a percent) 1.00%      
Number of additional shares allowable under the plan (in shares) 5,400,000      
Percent of outstanding shares (as a percent) 5.00%      
2021 Stock Option Plan        
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]        
Total shares of common stock reserved (in shares)   34,331,567    
Number of stock options granted (in shares)   0    
2017 Stock Plan        
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]        
Total shares of common stock reserved (in shares)     10,369,118  
2007 Stock Plan        
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]        
Total shares of common stock reserved (in shares)     1,027,638  
Employee stock purchase plan        
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]        
Eligible compensation per employee (as a percent) 15.00%      
Offering period (in months) 24 months      
Purchase period (in months) 6 months      
Purchase price of common stock, percent of fair value 85.00%      
Maximum number of shares to be purchased per employee (in shares) 10,000      
Total shares of common stock reserved (in shares)   13,139,772    
Shares purchased (in shares)   1,273,933 607,384  
Price per share (USD per share)   $ 6.54 $ 14.73  
Proceeds from shares purchased   $ 8.3 $ 8.9  
Restricted stock units        
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]        
Fair value of awards vested   84.5 58.4 $ 37.8
Options to purchase common stock | 2017 Stock Plan        
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]        
Grant date fair value   $ 46.3 $ 2.0 $ 3.4
Performance Restricted Stock Units | 2021 Equity Incentive Plan | Minimum        
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]        
Vesting period (in years)   4 years    
Performance Restricted Stock Units | 2021 Equity Incentive Plan | Maximum        
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]        
Vesting period (in years)   5 years    
v3.24.1
Equity Plans and Stock-Based Compensation - Fair Value Assumptions (Details) - Employee stock purchase plan
 12 Months Ended
Jan. 31, 2024
Jan. 31, 2023
Jan. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected volatility, minimum 62.30% 64.90% 61.80%
Expected volatility, maximum 70.80% 72.20% 73.50%
Risk-free interest rate, minimum 4.50% 0.80% 0.10%
Risk-free interest rate, maximum 5.40% 3.60% 0.30%
Dividend rate 0.00% 0.00% 0.00%
Minimum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected term (in years) 6 months 6 months 4 months 24 days
Maximum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected term (in years) 2 years 2 years 1 year 10 months 24 days
v3.24.1
Equity Plans and Stock-Based Compensation - Restricted Stock Units Activity (Details)
 12 Months Ended
Jan. 31, 2024
$ / shares
shares
Restricted stock units  
Number of Shares  
Outstanding, beginning balance (in shares) | shares 12,935,413
Granted (in shares) | shares 26,348,986
Vested (in shares) | shares (6,249,909)
Forfeited (in shares) | shares (4,618,363)
Outstanding, ending balance (in shares) | shares 28,416,127
Weighted Average Grant Date Fair Value per Share  
Outstanding, beginning balance (in dollars per share) | $ / shares $ 15.02
Granted (in dollars per share) | $ / shares 5.85
Vested (in dollars per share) | $ / shares 13.53
Forfeited (in dollars per share) | $ / shares 11.95
Outstanding, ending balance (in dollars per share) | $ / shares $ 7.35
Performance Restricted Stock Units  
Number of Shares  
Outstanding, beginning balance (in shares) | shares 2,147,366
Granted (in shares) | shares 1,621,236
Forfeited (in shares) | shares (620,820)
Outstanding, ending balance (in shares) | shares 3,147,782
Weighted Average Grant Date Fair Value per Share  
Outstanding, beginning balance (in dollars per share) | $ / shares $ 10.83
Granted (in dollars per share) | $ / shares 2.84
Forfeited (in dollars per share) | $ / shares 10.47
Outstanding, ending balance (in dollars per share) | $ / shares $ 6.79
v3.24.1
Equity Plans and Stock-based Compensation - Stock Option Activity (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Jan. 31, 2024
Jan. 31, 2023
Number of Stock Option Awards    
Outstanding as of beginning of period (in shares) 17,600,524  
Options exercised (in shares) (5,976,138)  
Cancelled (in shares) (227,630)  
Outstanding as end of period (in shares) 11,396,756 17,600,524
Options vested and expected to vest at end of period (in shares) 11,396,739  
Exercisable at end of period (in shares) 11,301,564  
Weighted Average Exercise Price    
Outstanding as of beginning of period (USD per share) $ 0.70  
Options exercised (USD per share) 0.63  
Cancelled (USD per share) 0.77  
Outstanding as of end of period (USD per share) 0.74 $ 0.70
Options vested and expected to vest as of end of period (USD per share) 0.74  
Exercisable as of end of period (USD per share) $ 0.73  
Weighted Average Remaining Contractual term (in years)    
Outstanding (in years) 4 years 9 months 18 days 5 years 7 months 6 days
Options vested and expected to vest (in years) 4 years 9 months 18 days  
Exercisable (in years) 4 years 9 months 18 days  
Aggregate Intrinsic Value (in thousands)    
Outstanding $ 13,276 $ 201,352
Options vested and expected to vest 13,276  
Exercisable $ 13,167  
v3.24.1
Equity Plans and Stock-Based Compensation - Valuation Assumptions (Details) - Performance Restricted Stock Units
 12 Months Ended
Jan. 31, 2024
Jan. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Expected volatility, minimum 68.40% 72.10%
Expected volatility, maximum 82.40% 74.00%
Risk-free interest rate, minimum 4.00% 2.80%
Risk-free interest rate, maximum 4.30% 3.30%
Dividend rate 0.00% 0.00%
Minimum    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Expected term (in years) 10 months 24 days 3 months 18 days
Maximum    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Expected term (in years) 3 years 1 month 6 days 4 years 9 months 18 days
v3.24.1
Income Taxes - Provision for Income Taxes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2024
Jan. 31, 2023
Jan. 31, 2022
Loss before income taxes      
Domestic $ (457,788) $ (342,999) $ (131,916)
Foreign 158 (4,276) (3,255)
Net loss before income taxes $ (457,630) $ (347,275) $ (135,171)
v3.24.1
Income Taxes - Components of the Income Tax Expense (Benefit) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2024
Jan. 31, 2023
Jan. 31, 2022
Current      
Federal $ 218 $ 0 $ 0
State 17 44 17
Foreign 1,942 1,345 359
Total current 2,177 1,389 376
Deferred      
Federal 0 1 (1,242)
State 0 0 (423)
Foreign (2,198) (3,557) (1,641)
Total deferred (2,198) (3,556) (3,306)
Total benefit from income taxes $ (21) $ (2,167) $ (2,930)
v3.24.1
Income Taxes - Reconciliation of Effective Income Tax Rate (Details)
 12 Months Ended
Jan. 31, 2024
Jan. 31, 2023
Jan. 31, 2022
Income Tax Disclosure [Abstract]      
Tax at federal statutory rate 21.00% 21.00% 21.00%
State tax rate, net 0.00% 0.00% 0.00%
Warrant and earnout revaluation 0.00% 0.00% 20.90%
Stock-based compensation (2.60%) 0.00% 8.00%
Intangible assets amortization 0.00% 0.00% 1.30%
Change in valuation allowance (19.50%) (18.90%) (45.50%)
Transaction cost 0.00% 0.00% (1.20%)
Research and development tax credits 0.60% 0.80% 2.80%
Section 162(m) executive compensation limitation 0.00% (1.20%) (5.30%)
Other 0.60%    
Other   (1.10%) 0.20%
Effective tax rate 0.10% 0.60% 2.20%
v3.24.1
Income Taxes - Components of the Company's Deferred Income Tax Assets (Liabilities) (Details) - USD ($)
$ in Thousands
Jan. 31, 2024
Jan. 31, 2023
Deferred tax assets:    
Net operating losses $ 246,396 $ 216,642
Research & development credits 42,541 34,406
Deferred revenue 27,788 18,124
Accruals and reserves 47,279 18,837
Stock-based compensation 15,300 11,706
Operating lease liabilities 5,524 6,589
Capitalized research & development expense 69,070 39,761
Total deferred tax assets 453,898 346,065
Less: valuation allowance (439,447) (328,786)
Deferred tax liabilities:    
Depreciation and amortization (557) (390)
Operating lease right-of-use assets (3,886) (5,723)
Acquired intangible assets (18,985) (22,058)
Deferred commission (2,275) (2,095)
Total deferred tax liabilities (25,703) (30,266)
Net deferred tax liabilities $ (11,252) $ (12,987)
v3.24.1
Income Taxes - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2024
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Income Tax Disclosure [Abstract]        
Increase in valuation allowance $ 110,700 $ 88,200 $ 89,600  
Operating Loss Carryforwards [Line Items]        
Increase in valuation allowance 110,700 88,200 89,600  
Indefinite domestic operating loss carryforward 719,600      
Unrecognized tax benefits 32,093 25,762 $ 19,238 $ 9,402
Domestic Tax Authority        
Operating Loss Carryforwards [Line Items]        
Operating loss carryforwards 908,400 408,100    
Research tax credit carryforward 41,100 $ 37,700    
Operating loss carryforward subject to expiration 17,100      
Other States        
Operating Loss Carryforwards [Line Items]        
Operating loss carryforwards 375,700      
Operating loss carryforward subject to expiration 4,700      
California        
Operating Loss Carryforwards [Line Items]        
Operating loss carryforward subject to expiration $ 17,900      
v3.24.1
Income Taxes - Reconciliation of the Beginning and Ending Amount of Gross Unrecognized Tax Benefits (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2024
Jan. 31, 2023
Jan. 31, 2022
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]      
Unrecognized tax benefits - beginning $ 25,762 $ 19,238 $ 9,402
Gross changes - prior period tax position 0 109  
Gross changes - prior period tax position     2,039
Gross changes - current period tax position 6,331 6,415 7,797
Unrecognized tax benefits — ending $ 32,093 $ 25,762 $ 19,238
v3.24.1
Geographic Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2024
Jan. 31, 2023
Jan. 31, 2022
Disaggregation of Revenue [Line Items]      
Total revenue $ 506,639 $ 468,094 $ 241,006
United States      
Disaggregation of Revenue [Line Items]      
Total revenue 380,067 373,736 205,186
Rest of World      
Disaggregation of Revenue [Line Items]      
Total revenue $ 126,572 $ 94,358 $ 35,820
v3.24.1
Geographic Information - Long-Lived Assets (Details) - USD ($)
$ in Thousands
Jan. 31, 2024
Jan. 31, 2023
Long Lived Assets Held-for-sale [Line Items]    
Total long-lived assets $ 138,363 $ 154,961
United States    
Long Lived Assets Held-for-sale [Line Items]    
Total long-lived assets 65,468 71,032
Netherlands    
Long Lived Assets Held-for-sale [Line Items]    
Total long-lived assets 66,241 76,747
Rest of World    
Long Lived Assets Held-for-sale [Line Items]    
Total long-lived assets $ 6,654 $ 7,182
v3.24.1
Basic and Diluted Net Loss per Share - Computation of Basic and Diluted Loss per Share (Details)
 12 Months Ended
Jan. 31, 2024
USD ($)
$ / shares
shares
Jan. 31, 2023
USD ($)
$ / shares
shares
Jan. 31, 2022
USD ($)
$ / shares
shares
Numerator:      
Net income (loss) $ (457,609,000) $ (345,108,000) $ (132,241,000)
Cumulative undeclared dividends on redeemable convertible preferred stock 0 0 (4,292,000)
Deemed dividends attributable to vested option holders 0 0 (51,855,000)
Deemed dividends attributable to common stock warrant holders 0 0 (110,635,000)
Net loss attributable to common stockholders - Basic (457,609,000) (345,108,000) (299,023,000)
Gain attributable to earnout shares issued 0 0 (84,420,000)
Change in fair value of dilutive warrants 0 0 (68,223,000)
Net loss attributable to common stockholders - Diluted $ (457,609,000) $ (345,108,000) $ (451,666,000)
Denominator:      
Weighted average common shares outstanding (in shares) | shares 375,543,916 338,576,326 297,642,999
Less: Weighted-average unvested restricted shares and shares subject to repurchase (in shares) | shares (14,033) (87,659) (221,030)
Weighted average shares outstanding - Basic (in shares) | shares 375,529,883 338,488,667 297,421,969
Add: Earnout Shares under the treasury stock method (in shares) | shares 0 0 3,701,427
Add: Public and Private Placement Warrants under the treasury stock method (in shares) | shares 0 0 1,366,870
Weighted average shares outstanding - Diluted (in shares) | shares 375,529,883 338,488,667 302,490,266
Net loss per share - Basic (USD per share) | $ / shares $ (1.22) $ (1.02) $ (1.01)
Net loss per share - Diluted (USD per share) | $ / shares $ (1.22) $ (1.02) $ (1.49)
Recapitalization exchange ratio   0.9966  
v3.24.1
Basic and Diluted Net Loss per Share - Antidilutive Securities (Details) - shares
 12 Months Ended
Jan. 31, 2024
Jan. 31, 2023
Jan. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Total potentially dilutive common share equivalents (in shares) 108,661,633 79,395,156 62,809,839
2028 Convertible Notes (on an as-converted basis)      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Total potentially dilutive common share equivalents (in shares) 24,999,990 12,483,569 0
Options to purchase common stock      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Total potentially dilutive common share equivalents (in shares) 11,396,756 17,600,524 22,200,869
Restricted stock units      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Total potentially dilutive common share equivalents (in shares) 28,416,127 12,935,413 4,033,418
Unvested early exercised common stock options      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Total potentially dilutive common share equivalents (in shares) 665 40,555 132,180
Common stock warrant      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Total potentially dilutive common share equivalents (in shares) 34,499,436 34,499,436 35,549,024
Employee stock purchase plan      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Total potentially dilutive common share equivalents (in shares) 9,348,659 1,835,659 894,348
v3.24.1
Restructuring - Narrative (Details)
$ in Thousands
 1 Months Ended 12 Months Ended
Sep. 30, 2023
employee
Jan. 31, 2024
USD ($)
employee
Restructuring Cost and Reserve [Line Items]    
Restructuring charges   $ 15,600
January 2024 Reorganization    
Restructuring Cost and Reserve [Line Items]    
Eliminated positions | employee   223
Percent of positions eliminated   12.00%
Severances and employment-related termination costs   $ 9,946
Facility and other contract terminations   2,708
Restructuring related liabilities   10,600
January 2024 Reorganization | Severance and employment-related exit cost    
Restructuring Cost and Reserve [Line Items]    
Restructuring related liabilities   10,200
January 2024 Reorganization | Facility exit cost    
Restructuring Cost and Reserve [Line Items]    
Restructuring related liabilities   400
September 2023 Reorganization    
Restructuring Cost and Reserve [Line Items]    
Eliminated positions | employee 168  
Percent of positions eliminated 10.00%  
Severances and employment-related termination costs   7,412
Facility and other contract terminations   8,189
Restructuring related liabilities   500
September 2023 Reorganization | Severance and employment-related exit cost    
Restructuring Cost and Reserve [Line Items]    
Restructuring related liabilities   300
September 2023 Reorganization | Facility exit cost    
Restructuring Cost and Reserve [Line Items]    
Restructuring related liabilities   $ 200
v3.24.1
Restructuring - Schedule of Restructuring Charges (Details)
$ in Thousands
 12 Months Ended
Jan. 31, 2024
USD ($)
January 2024 Reorganization  
Restructuring Cost and Reserve [Line Items]  
Severances and employment-related termination costs $ 9,946
Facility and other contract terminations 2,708
Total 12,654
January 2024 Reorganization | Cost of revenue  
Restructuring Cost and Reserve [Line Items]  
Severances and employment-related termination costs 632
Facility and other contract terminations 0
Total 632
January 2024 Reorganization | Research and development  
Restructuring Cost and Reserve [Line Items]  
Severances and employment-related termination costs 7,540
Facility and other contract terminations 0
Total 7,540
January 2024 Reorganization | Sales and marketing  
Restructuring Cost and Reserve [Line Items]  
Severances and employment-related termination costs 500
Facility and other contract terminations 0
Total 500
January 2024 Reorganization | General and administrative  
Restructuring Cost and Reserve [Line Items]  
Severances and employment-related termination costs 1,274
Facility and other contract terminations 2,708
Total 3,982
September 2023 Reorganization  
Restructuring Cost and Reserve [Line Items]  
Severances and employment-related termination costs 7,412
Facility and other contract terminations 8,189
Total 15,601
September 2023 Reorganization | Cost of revenue  
Restructuring Cost and Reserve [Line Items]  
Severances and employment-related termination costs 996
Facility and other contract terminations 0
Total 996
September 2023 Reorganization | Research and development  
Restructuring Cost and Reserve [Line Items]  
Severances and employment-related termination costs 4,183
Facility and other contract terminations 0
Total 4,183
September 2023 Reorganization | Sales and marketing  
Restructuring Cost and Reserve [Line Items]  
Severances and employment-related termination costs 1,343
Facility and other contract terminations 0
Total 1,343
September 2023 Reorganization | General and administrative  
Restructuring Cost and Reserve [Line Items]  
Severances and employment-related termination costs 890
Facility and other contract terminations 8,189
Total $ 9,079