Filed pursuant to Rule 424(b)(3)
Registration No. 333-253759
PROSPECTUS SUPPLEMENT NO. 2
(to Prospectus dated
March 15, 2021)
ChargePoint Holdings, Inc.
Up to 246,020,583 Shares of Common Stock
6,521,568 Warrants to Purchase
Common Stock
This
prospectus supplement supplements the prospectus dated March 15, 2021 (the Prospectus), which forms a part of our registration statement on Form S-1 (No.
333-253759). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form
8-K, filed with the Securities and Exchange Commission on March 15, 2021 and (the Current Report). Accordingly, we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus supplement relate to the issuance by us of up to an aggregate of up to 10,470,562 shares of our common
stock, $0.0001 par value per share (Common Stock) that are issuable upon the exercise of our publicly-traded warrants (the Public Warrants), up to 6,521,568 shares of our Common Stock issuable upon exercise of private
placement warrants issued to NGP Switchback, LLC (the Private Warrants), and other warrants to purchase up to 8,266,681 shares of our Common Stock. The Prospectus and this prospectus supplement also relate to the resale from time to
time, upon the expiration of lock-up agreements, by (i) the selling stockholders named in the Prospectus or their permitted transferees of up to 220,761,772 shares of our common stock and
(ii) the selling holders of Private Warrants.
Our Common Stock and Public Warrants are listed on the New York Stock Exchange under
the symbols CHPT and CHPT WS, respectively. On March 10, 2021, the closing price of our Common Stock was $28.63 and the closing price for our Public Warrants was $13.75.
We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company
reporting requirements.
INVESTING IN OUR SECURITIES INVOLVES RISKS THAT ARE DESCRIBED IN THE RISK FACTORS SECTION
BEGINNING ON PAGE 9 OF THE PROSPECTUS.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of the securities to be issued under this prospectus supplement or the Prospectus or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus supplement is March 15, 2021.