SEC Comment Letter for ChargePoint Holdings, Inc. (CHPT) (CIK 0001777393) (CHPT) — Jun 18, 2019
ChargePoint Holdings, Inc. (CHPT) (CIK 0001777393)
Date: June 18, 2019 · CIK: 0001777393 · Accession: 0000000000-19-009969
AI Filing Summary & Sentiment
Reasoning
Letter
June 18, 2019 Scott McNeill Chief Executive Officer Switchback Energy Acquisition Corporation 5221 N. O’Connor Boulevard, 11th Floor Irving, TX 75039 Re:Switchback Energy Acquisition Corporation Draft Registration Statement on Form S-1 Submitted May 24, 2019 CIK No. 0001777393 Dear Mr. McNeill: We have reviewed your draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Draft Registration Statement filed May 24, 2019 Our Company, page 2 1.We note your disclosure regarding your management team's experience with RSP, and we refer to the fourth paragraph of this section. Please remove this paragraph from the summary section, as it appears to be marketing language and not directly related to the company. Risk Factors, page 28 2.Please add a risk factor describing the risk that the low acquisition cost of the founder shares creates an economic incentive whereby your officers and directors could potentially make a substantial profit even if you select an acquisition target that subsequently declines
FirstName LastNameScott McNeill Comapany NameSwitchback Energy Acquisition Corporation June 18, 2019 Page 2 FirstName LastName Scott McNeill Switchback Energy Acquisition Corporation June 18, 2019 Page 2 in value and is unprofitable for public investors. We note that you have a risk factor on page 48 addressing the separate risk that the founder shares will be worthless if you do not complete an initial business combination. General 3.Please provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications. You may contact Amy Geddes at 202-551-3304 or Lyn Shenk at 202-551-3380 if you have questions regarding comments on the financial statements and related matters. Please contact Susan Block at 202-551-3210 or Anne Parker at 202-551-3611 with any other questions. Sincerely, Division of Corporation Finance Office of Transportation and Leisure
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June 18, 2019
Scott McNeill
Chief Executive Officer
Switchback Energy Acquisition Corporation
5221 N. O’Connor Boulevard, 11th Floor
Irving, TX 75039
Re:Switchback Energy Acquisition Corporation
Draft Registration Statement on Form S-1
Submitted May 24, 2019
CIK No. 0001777393
Dear Mr. McNeill:
We have reviewed your draft registration statement and have the following comments. In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement filed May 24, 2019
Our Company, page 2
1.We note your disclosure regarding your management team's experience with RSP, and we
refer to the fourth paragraph of this section. Please remove this paragraph from the
summary section, as it appears to be marketing language and not directly related to the
company.
Risk Factors, page 28
2.Please add a risk factor describing the risk that the low acquisition cost of the founder
shares creates an economic incentive whereby your officers and directors could potentially
make a substantial profit even if you select an acquisition target that subsequently declines
FirstName LastNameScott McNeill
Comapany NameSwitchback Energy Acquisition Corporation
June 18, 2019 Page 2
FirstName LastName
Scott McNeill
Switchback Energy Acquisition Corporation
June 18, 2019
Page 2
in value and is unprofitable for public investors. We note that you have a risk factor on
page 48 addressing the separate risk that the founder shares will be worthless if you do not
complete an initial business combination.
General
3.Please provide us with copies of all written communications, as defined in Rule 405 under
the Securities Act, that you, or anyone authorized to do so on your behalf, present to
potential investors in reliance on Section 5(d) of the Securities Act, whether or not they
retain copies of the communications.
You may contact Amy Geddes at 202-551-3304 or Lyn Shenk at 202-551-3380 if you
have questions regarding comments on the financial statements and related matters. Please
contact Susan Block at 202-551-3210 or Anne Parker at 202-551-3611 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure