SecProbe.io

CORRESP
 1
 filename1.htm

 Document CHARGEPOINT HOLDINGS, INC. 240 East Hacienda Avenue Campbell, California 95008 (408) 841-4500 December 29, 2025 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549   Attention:   Sarah Sidwell Re:   ChargePoint Holdings, Inc.   Registration Statement on Form S-3   File No. 333-292117   Acceleration Request   Requested Date: December 31, 2025   Requested Time: 4:30 P.M., Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, ChargePoint Holdings, Inc. (the “ Company ”), hereby requests that the effective date of the Company’s Registration Statement on Form S-3, Registration Number 333-292117 (the “ Registration Statement ”) be accelerated so that the Company’s Registration Statement will become effective at 4:30 P.M., Eastern Time, on December 31, 2025, or as soon thereafter as practicable or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission. We would appreciate it if, as soon as the Registration Statement is declared effective, you would so inform Carlton Fleming of Sidley Austin LLP at (415) 772-1207.   Very truly yours, /s/ Mansi Khetani Mansi Khetani Chief Financial Officer (Principal Financial Officer & Principal Accounting Officer)   cc: Sharon R. Flanagan, Sidley Austin LLP Carlton Fleming, Sidley Austin LLP Ellen Hunter, Sidley Austin LLP

CORRESP
 1
 filename1.htm

 Document CHARGEPOINT HOLDINGS, INC. 240 East Hacienda Avenue Campbell, California 95008 (408) 841-4500 December 4, 2025 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549   Attention:   Sarah Sidwell Re:   ChargePoint Holdings, Inc.   Registration Statement on Form S-3   File No. 333-290113   Acceleration Request   Requested Date: December 8, 2025   Requested Time: 4:30 P.M., Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, ChargePoint Holdings, Inc. (the “ Company ”), hereby requests that the effective date of the Company’s Registration Statement on Form S-3, Registration Number 333-290113 (the “ Registration Statement ”) be accelerated so that the Company’s Registration Statement will become effective at 4:30 P.M., Eastern Time, on December 8, 2025, or as soon thereafter as practicable or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission. We would appreciate it if, as soon as the Registration Statement is declared effective, you would so inform Carlton Fleming of Sidley Austin LLP at (415) 772-1207.   Very truly yours, /s/ Mansi Khetani Mansi Khetani Chief Financial Officer (Principal Financial Officer & Principal Accounting Officer)   cc: Sharon R. Flanagan, Sidley Austin LLP Carlton Fleming, Sidley Austin LLP

September 11, 2025
Rick Wilmer
Chief Executive Officer
ChargePoint Holdings, Inc.
240 East Hacienda Avenue
Campbell, California 95008
Re:ChargePoint Holdings, Inc.
Registration Statement on Form S-3
Filed on September 8, 2025
File No. 333-290113
Dear Rick Wilmer:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sarah Sidwell at 202-551-4733 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Carlton Fleming

United States securities and exchange commission logo
June 20, 2024
Mansi Khetani
Interim Chief Financial Officer
ChargePoint Holdings, Inc.
240 East Hacienda Avenue
Campbell, CA 95008
Re:ChargePoint Holdings, Inc.
Form 10-K for the Fiscal Year Ended January 31, 2024
Filed April 1, 2024
Form 8-K Furnished March 5, 2024
File No. 001-39004
Dear Mansi Khetani:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

Document

June 17, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attention:     Stephany Yang

    Claire Erlanger

Re:     ChargePoint Holdings, Inc.

    Form 10-K for the Fiscal Year Ended January 31, 2024

    Filed April 1, 2024

    Form 8-K Furnished March 5, 2024

    File No. 001-39004

Ladies and Gentlemen:

Thank you for your letter dated June 4, 2024, addressed to Mansi Khetani, Interim Chief Financial Officer of ChargePoint Holdings, Inc. (“ChargePoint” or the “Company”), setting forth the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on the Company’s Form 10-K for the fiscal year ended January 31, 2024 filed on April 4, 2024 (the “2024 10-K”) and the Company’s Form 8-K furnished on March 5, 2024 (the “March 2024 8-K”).

In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response in ordinary type.  Terms and acronyms not defined within the responses below have the meanings ascribed to them within the 2024 10-K or the March 2024 8-K, as applicable.

Staff Comment No. 1

Form 8-K Furnished March 5, 2024

Exhibit 99.1, page 8

1.  We note your disclosure of non-GAAP gross profit and non-GAAP gross margin under the reconciliation of non-GAAP cost of revenue. However, we do not note disclosure of GAAP gross profit or margin in the table or a reconciliation of this non-GAAP measure to the comparable GAAP measure. We also note your disclosure of non-GAAP operating expenses, which represent the sum of non-GAAP research and development, non-GAAP sales and marketing, and non-GAAP general and administrative, in addition to the non-GAAP operating expenses as a percentage of revenue. Please revise future filings to present a reconciliation of the non-GAAP financial measures to the most

directly comparable GAAP measures in compliance with Item 10(e)(1)(i)(B) of Regulation S-X in future filings.

The Company acknowledges the Staff’s comment and will revise its presentation in future press releases, investor presentations and filings to include, with equal or greater prominence, the comparable GAAP measure of gross profit, gross margin and operating expense when presenting non-GAAP gross profit, non-GAAP gross margin and non-GAAP operating expenses in compliance with Item 10(e)(1)(i)(B) of Regulation S-X.

Set forth within Appendix A (Reconciliation of GAAP to Non-GAAP Financial Measures) for the Staff’s consideration are illustrative examples of how the Company plans to present this information in future earnings releases, investor presentations and filings in response to this Comment 1, as applied to the disclosures appearing on page 8 of Exhibit 99.1 of the March 2024 Form 8-K (with proposed new text bold and underlined).

Staff Comment No. 2

Form 8-K Furnished March 5, 2024

Exhibit 99.1, page 8

2.  We note you present the following non-GAAP financial measures without presenting the most directly comparable GAAP measures with equal or greater prominence:

•Non-GAAP research and development as a percentage of revenue

•Non-GAAP sales and marketing as a percentage of revenue

•Non-GAAP general and administrative as a percentage of revenue

•Non-GAAP net loss as a percentage of revenue

•Non-GAAP pre-tax net loss as a percentage of revenue

•Non-GAAP adjusted EBITDA loss as a percentage of revenue

Please present the most directly comparable GAAP measure with equal or greater prominence whenever a non-GAAP financial measure is presented. Refer to Question 102.10(a) of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.

In addition, revise your future other public disclosures, such as investor presentations, to present the most directly comparable GAAP measures whenever non-GAAP measures are presented. See Rule 100(a)(1) of Regulation G.

The Company advises the Staff that the Company has reviewed Question 102.10(a) of the C&DI on Non-GAAP Financial Measures, and acknowledges it will revise its presentation in future press releases, investor presentations and filings to include, with equal or greater prominence, the comparable GAAP measure of research and development expenses, sales and marketing expenses, general and administrative expenses, net loss and pre-tax net loss, and Non-GAAP adjusted EBITDA each as a percentage of revenue.

Set forth within Appendix A (Reconciliation of GAAP to Non-GAAP Financial Measures) for the Staff’s consideration are illustrative examples of how the Company plans to present this information in future earnings releases, investor presentations and filings in response to this Comment 2, as applied to the disclosures appearing on page 8 of Exhibit 99.1 of the March 2024 8-K (with proposed new text bold and underlined).

Staff Comment No. 3

Form 10-K for the Fiscal Year Ended January 31, 2024

Notes to Consolidated Financial Statements, page 74

3.  We note your disclosures of disaggregated revenues by geographic area on page 100 and revenue line (networked charging systems, subscriptions, and other) on your consolidated statements of operations. Please tell us how you considered the guidance to further disaggregate revenue into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors, e.g., type of customer (vertical), product type, and sales channel. Refer to ASC 606-10-50-5 and also see ASC 606-10-55-89 through 91. In this regard, we note from your disclosure in MD&A that the AC charger based commercial business contributes higher margins than its residential and DC charger based fleet businesses and we note from the earnings calls that you disclose billings percentages (which approximate revenue split) for commercial, fleet, residential and other. Please advise or revise as appropriate.

The Company acknowledges the Staff’s comment. The Company has evaluated the guidance in ASC 606-10-50-5 and the related implementation guidance in ASC 606-10-55-89 through 91 with respect to additional disclosures of disaggregated revenues, specifically ASC 606-10-50-5, which requires an entity to disaggregate revenue from contracts with customers into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

The Company considers how information about the Company’s revenue is presented for other purposes, among other things disclosures made outside its financial statements and information reviewed by its chief operating decision maker (“CODM”), and reports total revenue disaggregated based on the timing of transfer of goods and services and by geographical area. The Company does not present revenue by any other categories outside its financial statements or to users of its financial statements.

The presentation of billings information for the commercial, fleet, and residential customer vertical in the Company’s earnings calls is not a direct equivalent to revenue and is not intended to suggest that each is affected by economic factors in different ways. Billings is a measure of the aggregated value of invoices during a specific period. While the Company evaluates billings based on its customer verticals, it does not aggregate nor evaluate total revenue by these verticals because the transaction price for Networked Charging Systems (“NCS”), software and warranty services is allocated among different performance obligations and recognized over different periods, with some services not delivered for several years. The Company’s disclosure of generally higher margins on sales of its AC chargers to commercial businesses as compared to sales of its residential and DC chargers to fleet businesses is made in the context of its gross margin discussion for NCS sales. The Company does not evaluate total revenues based on these categorizations.

Going forward, the Company will not refer to its billings split by customer vertical as an approximation of its revenue split in its earnings release calls with investor analysts.

The Company considered the examples of categories of disaggregated revenues in ASC 606-10-55-91. The Company presents disaggregated revenue in its financial statements based on the timing of transfer of the goods and services shown in example ASC 606-10-55-91(f) because NCS revenue is recognized at a point of time, whereas Subscription revenue is recognized over time primarily for software-as-a-service and maintenance and support obligations that customers subscribe to. The Company believes this presentation enables readers of its financial statements to understand how the Company’s revenues impact its financial position and is in line with how the CODM reviews, and the Company primarily manages, its business. In addition, the Company also considered the examples under paragraph 55-91(b),

disaggregation of revenue by geographical area. The Company believes that geographical regions provide a meaningful indication of how its revenue from contracts with customers is affected by economic factors due to the global nature of its business operations, market position and customers. Within the Company’s note 12 to the consolidated financial statements, the Company provides disaggregation by significant geographical region.

As a result, the Company believes that it has met the requirements as described in ASC 606-10-50-5 and 55-89.

Staff Comment No. 4

Form 10-K for the Fiscal Year Ended January 31, 2024

2. Summary of Significant Accounting Policies

Revenue Recognition

Networked Charging Systems revenue, page 81

4.  We note your disclosure that the Company recognizes revenue from sales of Networked Charging Systems upon shipment to the customer. Please explain to us if the customer you refer to in your disclosures in Note 2 is the same as the end users described on pages 8 and 19. We also note your disclosure on page 19 that the majority of your products are sold through your channel partners, distributors, and resellers. In this regard, if revenue recognition process is not complete at the time the channel partner takes delivery of the shipment, identify the nature of any remaining obligations, or risks or rewards that have not yet transferred to the channel partner at the time they accept delivery of the shipments. Refer to guidance in ASC 606-10-25-30 and ASC 606-10-50-12.

The Company acknowledges the Staff’s comment. The Company refers to “customers” within the context of note 2 of the financial statements as its direct sales customers and channel partners consisting of distributors and resellers as more completely described below. On the other hand, the Company refers to “customers” within the context of pages 8 and 19 as its indirect sales customers who purchased its product through one of its channel partners. On page 19 the risk factor describes the Company’s dependency on third-party channel partner network of distributors and resellers to reach end users.

The Company has evaluated the guidance in ASC 606-10-25-30 and the related disclosure requirements in ASC 606-10-50-12. ASC 606-10-25-30 requires the Company to consider its contracts with customers for indicators of the transfer of control. In its standard sales agreements with distributors, resellers or direct sales customers, control of NCS transfers in accordance with contractual shipping terms, typically upon delivery to the freight carrier at the designated shipping point. Upon shipment, the legal title to the asset and the significant risks and rewards of ownership of the product transfers to the customer and the other indicators  in ASC 606-10-25-30 are also met. The Company maintains a sales return reserve for estimated returns.

The Company evaluated its disclosures in the Revenue Recognition subsection in note 2 of the financial statements under ASC 606-10-50-12(a) through 50-12(e) and will revise its disclosures in future filings as follows (with proposed new text bold and underlined):

The Company recognizes revenue from sales of Networked Charging Systems upon shipment to distributors, resellers or direct sales customers as these customers obtain title and control over these products. customer, which is when the performance obligation has been satisfied Revenue is adjusted for estimated returns.

Obligations for returns, refunds, and other similar obligations under ASC 606-10-50-12(d) were not material for disclosure.

Staff Comment No. 5

Form 10-K for the Fiscal Year Ended January 31, 2024

Note 2. Summary of Significant Accounting Policies

Warranty, page 84

5.  We note your disclosure on page 84 that you provide a standard warranty coverage on your products, providing parts necessary to repair the systems during the warranty period, and that warranty expense for the years ended January 31, 2024, 2023, and 2022 was $16.7 million, $5.4 million, and $3.8 million, respectively. Please provide for us and revise to provide the disclosures required by ASC 460-10-50-8.

The Company acknowledges the Staff’s comment. The Company typically offers a limited product warranty for NCS that requires its products to conform to the applicable specifications and be free from defects in materials and workmanship for one year for commercial products and up to three years for home chargers sold for residential use cases. As the criteria of ASC 450-20-25-2 are met the Company establishes a loss accrual for these warranty obligations by determining the number of units sold within the applicable coverage period, applying a historical failure rate due to technical reasons and repair or replacement costs. For the years ended January 31, 2024 and 2023 this liability was $7.2 million and $4.2 million, respectively, and disclosed as part of other current liabilities in note 4 to the financial statements. The Company considers its warranty liability to be not material and has disclosed the significant activity related to warranty costs. The Company concluded additional information is not material for disclosure under ASC 460-10-50-8.

The accrued warranty liability does not cover units sold to customers that procure paid-for subscriptions to extended maintenance service plans under extended parts and labor warranties (“Assure”). A large majority of products sold are covered under such maintenance service plans, except for home chargers. The Assure-related costs are expensed as incurred in accordance with ASC 606-10-55-30 through 606-10-55-35.

The increase in warranty expenses in its fiscal year 2024 compared to fiscal year 2023 as disclosed in Note 2 was primarily due to one-time, component-specific, quantitatively and qualitatively immaterial parts replacements from prior years’ product sales that were no longer covered by the contractual warranty, that were presented as part of the $16.7 million warranty expense. This particular replacement of parts was performed for a limited number of customers and the Company does not believe it creates an implied warranty beyond the contractual warranty period.

*                *                *

We believe the foregoing is responsive to your comments. We understand that you will be reviewing our responses and may have additional comments. We are available to discuss any of our responses above at your convenience. Please do not hesitate to contact the undersigned at (408) 841-4500.

Sincerely,

/s/ Mansi Khetani

Mansi Khetani

Interim Chief Financial Officer

cc:    Rick Wilmer, President, Chief Executive Officer and Director, ChargePoint Holdings, Inc.
    Rebecca Chavez, Chief Legal Officer and Corporate Secretary, ChargePoint Holdings, Inc.
    Sharon Flanagan, Sidley Austin LLP

Appendix A

ChargePoint Holdings, Inc.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(In thousands, una

United States securities and exchange commission logo
June 4, 2024
Mansi Khetani
Interim Chief Financial Officer
ChargePoint Holdings, Inc.
240 East Hacienda Avenue
Campbell, CA 95008
Re:ChargePoint Holdings, Inc.
Form 10-K for the Fiscal Year Ended January 31, 2024
Filed April 1, 2024
Form 8-K Furnished March 5, 2024
File No. 001-39004
Dear Mansi Khetani:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 8-K Furnished March 5, 2024
Exhibit 99.1, page 8
1.We note your disclosure of non-GAAP gross profit and non-GAAP gross margin under
the reconciliation of non-GAAP cost of revenue. However, we do not note disclosure of
GAAP gross profit or margin in the table or a reconciliation of this non-GAAP measure to
the comparable GAAP measure. We also note your disclosure of non-GAAP operating
expenses, which represent the sum of non-GAAP research and development, non-GAAP
sales and marketing, and non-GAAP general and administrative, in addition to the non-
GAAP operating expenses as a percentage of revenue. Please revise future filings to
present a reconciliation of the non-GAAP financial measures to the most directly
comparable GAAP measures in compliance with Item 10(e)(1)(i)(B) of Regulation S-X in
future filings.
2.We note you present the following non-GAAP financial measures without presenting the

 FirstName LastNameMansi Khetani
 Comapany NameChargePoint Holdings, Inc.
 June 4, 2024 Page 2
 FirstName LastNameMansi Khetani
ChargePoint Holdings, Inc.
June 4, 2024
Page 2
most directly comparable GAAP measures with equal or greater prominence:
•Non-GAAP research and development as a percentage of revenue
•Non-GAAP sales and marketing as a percentage of revenue
•Non-GAAP general and administrative as a percentage of revenue
•Non-GAAP net loss as a percentage of revenue
•Non-GAAP pre-tax net loss as a percentage of revenue
•Non-GAAP adjusted EBITDA loss as a percentage of revenue
Please present the most directly comparable GAAP measure with equal or greater
prominence whenever a non-GAAP financial measure is presented. Refer to Question
102.10(a) of the Division of Corporation Finance’s Compliance & Disclosure
Interpretations on Non-GAAP Financial Measures.

In addition, revise your future other public disclosures, such as investor presentations, to
present the most directly comparable GAAP measures whenever non-GAAP measures are
presented. See Rule 100(a)(1) of Regulation G.
Form 10-K for the Fiscal Year Ended January 31, 2024
Notes to Consolidated Financial Statements, page 74
3.We note your disclosures of disaggregated revenues by geographic area on page 100 and
revenue line (networked charging systems, subscriptions, and other) on your consolidated
statements of operations. Please tell us how you considered the guidance to further
disaggregate revenue into categories that depict how the nature, amount, timing, and
uncertainty of revenue and cash flows are affected by economic factors, e.g., type of
customer (vertical), product type, and sales channel. Refer to ASC 606-10-50-5 and also
see ASC 606-10-55-89 through 91.  In this regard, we note from your disclosure in
MD&A that the AC charger based commercial business contributes higher margins than
its residential and DC charger based fleet businesses and we note from the earnings calls
that you disclose billings percentages (which approximate revenue split) for commercial,
fleet, residential and other. Please advise or revise as appropriate.
2. Summary of Significant Accounting Policies
Revenue Recognition
Networked Charging Systems revenue, page 81
4.We note your disclosure that the Company recognizes revenue from sales of Networked
Charging Systems upon shipment to the customer. Please explain to us if the customer you
refer to in your disclosures in Note 2 is the same as the end users described on pages 8 and
19. We also note your disclosure on page 19 that the majority of your products are sold
through your channel partners, distributors, and resellers. In this regard, if revenue
recognition process is not complete at the time the channel partner takes delivery of the
shipment, identify the nature of any remaining obligations, or risks or rewards that have
not yet transferred to the channel partner at the time they accept delivery of the shipments.
Refer to guidance in ASC 606-10-25-30 and ASC 606-10-50-12.

 FirstName LastNameMansi Khetani
 Comapany NameChargePoint Holdings, Inc.
 June 4, 2024 Page 3
 FirstName LastName
Mansi Khetani
ChargePoint Holdings, Inc.
June 4, 2024
Page 3
Note 2. Summary of Significant Accounting Policies
Warranty, page 84
5.We note your disclosure on page 84 that you provide a standard warranty coverage on
your products, providing parts necessary to repair the systems during the warranty period,
and that warranty expense for the years ended January 31, 2024, 2023, and 2022 was
$16.7 million, $5.4 million, and $3.8 million, respectively.  Please provide for us and
revise to provide the disclosures required by ASC 460-10-50-8.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Stephany Yang at 202-551-3167 or Claire Erlanger at 202-551-3301 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

CORRESP

 ChargePoint Holdings, Inc.

240 East Hacienda Avenue

Campbell, CA 95008

 July 8, 2022

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Gregory Herbers

Re:
 ChargePoint Holdings, Inc.

Registration Statement on Form S-3

File No. 333-265986

Request for Acceleration of Effective Date

        Requested Date:      Tuesday, July 12, 2022

        Requested Time:     4:00 P.M. Eastern Time

Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended, ChargePoint Holdings, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission take appropriate action to make the above-referenced Registration Statement on Form S-3 (File No. 333-265986) (the “Registration Statement”) declared effective at the “Requested Date” and “Requested Time” set forth above, or
as soon thereafter as practicable.

 The Company hereby authorizes each of Jeffrey R. Vetter and Alexa Belonick of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

 Once the Registration Statement
has been declared effective, the Company requests that it be notified by a telephone call to Mr. Vetter at (650) 463-5335 or, in his absence, Ms. Belonick at (415)
801-4940.

 [Signature page follows]

 Securities and Exchange Commission

July 8, 2022

 Page 2

Sincerely,

ChargePoint Holdings, Inc.

By:

/s/ Rex S. Jackson

Rex S. Jackson

Chief Financial Officer

Principal Financial Officer

cc:
 Pasquale Romano, Chief Executive Officer

ChargePoint Holdings, Inc.

David T. Young, Esq.

 Jeffrey R.
Vetter, Esq.

 Alexa Belonick, Esq.

Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

United States securities and exchange commission logo
July 7, 2022
Rebecca Chavez
General Counsel
ChargePoint Holdings, Inc.
240 East Hacienda Avenue
Campbell, California 95008
Re:ChargePoint Holdings, Inc.
Registration Statement on Form S-3
Filed July 1, 2022
File No. 333-265986
Dear Ms. Chavez:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       David Young

CORRESP
1
filename1.htm

CORRESP

 ChargePoint Holdings, Inc.

240 East Hacienda Avenue

Campbell, CA 95008

 June 1, 2022

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Gregory Herbers

Re:
 ChargePoint Holdings, Inc.

Registration Statement on Form S-3

File No. 333-264884

Request for Acceleration of Effective Date

Requested Date:         Friday, June 3, 2022

Requested Time:         4:00 P.M. Eastern Time

Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, ChargePoint Holdings, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission take appropriate action to make the above-referenced Registration Statement on Form S-3 (File No. 333-264884) (the “Registration Statement”) declared effective at the “Requested Date” and “Requested Time” set forth above, or
as soon thereafter as practicable.

 The Company hereby authorizes each of Jeffrey R. Vetter and Alexa Belonick of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

 Once the Registration Statement
has been declared effective, the Company requests that it be notified by a telephone call to Mr. Vetter at (650) 463-5335 or, in his absence, Ms. Belonick at (415)
801-4940.

 [Signature page follows]

 Securities and Exchange Commission

June 1, 2022

  Page
 2

Sincerely,

ChargePoint Holdings, Inc.

By:

 /s/ Pasquale Romano

Pasquale Romano

Chief Executive Officer

Principal Executive Officer

cc:
 Rex S. Jackson, Chief Financial Officer

ChargePoint Holdings, Inc.

David T. Young, Esq.

 Jeffrey R.
Vetter, Esq.

 Alexa Belonick, Esq.

Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

United States securities and exchange commission logo
May 20, 2022
Rebecca Chavez
General Counsel
ChargePoint Holdings, Inc.
240 East Hacienda Avenue
Campbell, CA 95008
Re:ChargePoint Holdings, Inc.
Registration Statement on Form S-3
Filed May 12, 2022
File No. 333-264884
Dear Ms. Chavez:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       David Young

CORRESP
1
filename1.htm

CORRESP

 ChargePoint Holdings, Inc.

240 East Hacienda Avenue

 Campbell,
CA 95008

 October 29, 2021

 VIA EDGAR

 Division of Corporation Finance

 Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

 Attn: Erin Donahue

Re:
 ChargePoint Holdings, Inc. (the “Company”) Registration Statement on Form S-1 (Registration No. 333-260247)

 Ladies and
Gentleman:

 Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, we respectfully request that the effective date of the
Company’s Registration Statement on Form S-1 (File No. 333-260247) be accelerated by the Securities and Exchange Commission (the “Commission”) to
4:00 PM. Washington D.C. time on November 1, 2021 or as soon as practicable thereafter.

 The Company is aware of its responsibilities
under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement.

The Company acknowledges that should the Commission or its Staff, acting pursuant to delegated authority, declare the filing effective, it
does not foreclose the Commission from taking any action with respect to the filing. In addition, the Company acknowledges that the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective,
does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing. Finally, the Company acknowledges that it may not assert the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 We request that we be notified of such
effectiveness by a telephone call to Frank R. Adams of Weil, Gotshal & Manges LLP at (212) 310-8905 and that such effectiveness also be confirmed in writing.

Very truly yours,

ChargePoint Holdings, Inc.

By:

/s/ Rex Jackson

Name:

Rex Jackson

Title:

Chief Financial Officer

 cc: Weil, Gotshal & Manges LLP

      Frank R. Adams, Esq.

United States securities and exchange commission logo
October 19, 2021
Rex Jackson
Chief Financial Officer
ChargePoint Holdings, Inc.
240 East Hacienda Avenue
Campbell, CA 95008
Re:ChargePoint Holdings, Inc.
Form S-1
Filed October 14, 2021
File No. 333-260247
Dear Mr. Jackson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Erin Donahue at 202-551-6063 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

CORRESP

 ChargePoint Holdings, Inc.

240 East Hacienda Avenue

 Campbell,
CA 95008

 July 12, 2021

 VIA EDGAR

 Ms. Anne McConnell

 Office of Manufacturing

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 ChargePoint Holdings, Inc. (the “Company”) Registration Statement on Form S-1

 (Registration No. 333-257855)

Dear Ms. McConnell:

 Pursuant to Rule
461(a) under the Securities Act of 1933, as amended, we respectfully request that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-257855) be accelerated by the
Securities and Exchange Commission (the “Commission”) to 4:00 PM. Washington D.C. time on July 14, 2021 or as soon as practicable thereafter.

The Company is aware of its responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the
proposed public offering of the securities specified in the above registration statement.

 The Company acknowledges that should the
Commission or its Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing. In addition, the Company acknowledges that the action of the
Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing. Finally, the Company
acknowledges that it may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We request that we be notified of such effectiveness by a telephone call to Frank R. Adams of Weil, Gotshal & Manges LLP at (212) 310-8905 and that such effectiveness also be confirmed in writing.

Very truly yours,

ChargePoint Holdings, Inc.

By:

 /s/ Pasquale Romano

Name:

Pasquale Romano

Title:

President, Chief Executive Officer and Director

 cc:

 Weil, Gotshal & Manges LLP

Frank R. Adams, Esq.

 Davis Polk & Wardwell LLP

 Alan F. Denenberg, Esq.

Bryan M. Quinn, Esq.

CORRESP
1
filename1.htm

CORRESP

 BofA Securities, Inc.

One Bryant Park

 New York, New York 10036

Goldman Sachs & Co. LLC

 200 West Street

New York, New York 10282

 Oppenheimer & Co. Inc.

85 Broad Street

 New York, New York 10004

July 12, 2021

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn: Anne McConnell

Re:
 ChargePoint Holdings, Inc.

 Registration Statement on Form S-1 (File No. 333-257855)

 Request for Acceleration of Effective Date

Ladies and Gentlemen:

 In accordance with Rule
461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of ChargePoint Holdings, Inc. (the “Registrant”) that the Securities and
Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on July 14, 2021, at 4:00 p.m., Eastern
Time, or as soon thereafter as is practicable, or at such later time as the Registrant or its outside counsel, Weil, Gotshal & Manges LLP, may orally request via telephone call to the staff of the Commission.

Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that there will be distributed to
each Underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the
preliminary prospectus.

 We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have
been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature page follows]

Very truly yours,

By:

BofA Securities, Inc.

By:

 /s/ Michael Wise

Name: Michael Wise

Title: Managing Director

By:

Goldman Sachs & Co. LLC

By:

 /s/ Christopher Buddin

Name: Christopher Buddin

Title: Managing Director

By:

Oppenheimer & Co. Inc.

By:

 /s/ Robin A. Graham

Name: Robin A. Graham

Title: Managing Director, Head of Technology Investment Banking

 [Signature Page to Underwriters’ Acceleration Request]

United States securities and exchange commission logo
July 8, 2021
Rebecca Chavez
General Counsel and Corporate Secretary
ChargePoint Holdings, Inc.
240 East Hacienda Avenue
Campbell, CA 95008
Re:ChargePoint Holdings, Inc.
Draft Registration Statement on Form S-1
Submitted on July 2, 2021
CIK No. 0001777393
Dear Ms. Chavez:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Anne McConnell at 202-551-3709 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
March 8, 2021
Rebecca Chavez
General Counsel
ChargePoint Holdings, Inc.
240 East Hacienda Avenue
Campbell, CA 95008
Re:ChargePoint Holdings, Inc.
Form S-1 filed March 2, 2021
File No. 333-253759
Dear Ms. Chavez:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Mindy Hooker at (202) 551-3732 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

Switchback Energy Acquisition Corporation

5949 Sherry Lane, Suite 1010

Dallas, TX 75225

January 6, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

Attn: Ms. Erin Purnell

    Re:
    Switchback Energy Acquisition Corporation

    Registration Statement on Form S-4, as amended

    Filed October 19, 2020

    File No. 333-249549

Dear Ms. Purnell:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Switchback Energy Acquisition Corporation hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:00 p.m. EST on January 8, 2021, or as soon as thereafter practicable.

    Very truly yours,

    Switchback Energy Acquisition Corporation

    /s/ Jim Mutrie

    Jim Mutrie

    Chief Commercial Officer

    cc:
    Douglas E. McWilliams, Vinson & Elkins L.L.P.

    E. Ramey Layne, Vinson & Elkins L.L.P.

    Rex S. Jackson, ChargePoint, Inc.

    David T. Young, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

    Michael J. Aiello, Weil, Gotshal & Manges LLP

CORRESP
1
filename1.htm

Switchback
Energy Acquisition Corporation

5949
Sherry Lane, Suite 1010

Dallas,
TX 75225

December
28, 2020

Division
of Corporation Finance

Office
of Manufacturing

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-3561

 Re: Switchback
Energy Acquisition Corporation

Amendment
No. 2 to

Registration
Statement on Form S-4

Filed December 15, 2020

File No. 333-249549

Ladies
and Gentlemen:

Set
forth below are the responses of Switchback Energy Acquisition Corporation (the “Company,” “we,”
“us” or “our”) to comments received from the staff of the Division of Corporation
Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
by letter dated December 21, 2020, with respect to the Amendment No. 2 to Registration Statement on Form S-4, File No. 333-249549,
filed with the Commission on December 15, 2020 (the “Second Amended Registration Statement”). Concurrently
with the submission of this letter, the Company is filing an Amendment No. 3 to the Registration Statement (the “Third
Amended Registration Statement”).

For
your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.
All references to page numbers and captions correspond to the Third Amended Registration Statement unless otherwise specified.
All capitalized terms not otherwise defined herein shall have the meaning assigned to them in the Third Amended Registration Statement.

Amendment
No. 2 to Form S-4 Filed December 15, 2020

Unaudited
Pro Forma condensed Combined Financial Information, page 80

1.
We note from the cover page that you have increased the registered shares from 245 million to 250 million and that the
additional shares are attributable to an increase in the rate of option and warrant exercises by holders of options and
warrants of ChargePoint, Inc. during the time between the filing of the Initial Registration Statement and the filing of this
Amendment No. 2. As we note no changes reflected in the pro forma statements to the shares issued to ChargePoint shareholders
in the merger, please clearly explain to us (i) the reasons for the increase in registered shares, and (ii) your conclusion
that the increase would not result in any corresponding changes to the pro forma financial statements and any other financial
data included in the filing.

RESPONSE:
The Company respectfully advises the Staff that, in connection with its initial filing of the Registration Statement (the
“Initial Registration Statement”), the Company consulted with ChargePoint’s management and
advisors to determine the approximate number of shares of Class A Common Stock that it would be required pursuant the
Business Combination Agreement to issue to holders of the ChargePoint Options and ChargePoint Warrants who elect to exercise
such options or warrants during the period between filing of the Initial Registration Statement and Closing
(“Interim Exercising Holders”). As such, in addition to including shares of Class A Common Stock
issuable to the Historical Rollover Stockholders and the Earnout Shares on the Initial Registration Statement, the Company
also included 6,229,680 shares of Class A Common Stock, which the Company and ChargePoint agreed was a reasonable estimate of
the maximum number of shares that would be issuable to any Interim Exercising Holders.

Securities
and Exchange Commission

December
28, 2020

Page
2

However,
during the period between the filing of the Initial Registration Statement and the Second Amended Registration Statement, ChargePoint
informed the Company that there had been an increase in the anticipated exercise rate by the Interim Exercising Holders and the
total was nearing the parties’ previous estimate of 6,229,680. Accordingly, in order to ensure the number of shares of Class
A Common Stock registered on the Registration Statement are sufficient to accommodate continued exercises of ChargePoint Options
and ChargePoint Warrants, the Company increased the number of shares to be registered by 5,000,000 to an aggregate amount of 250,000,000
shares of Class A Common Stock.

With
respect to the portion of the Staff’s comment regarding corresponding changes to the pro forma financial statements and
any other financial data included in the filing, the Company respectfully advises the Staff that it has revised the disclosure
on pages 38, 83, 84, 85, 86, 87, 91 and 93 of the Third Amended Registration Statement in response to the Staff’s comment.

Certain
U.S. Federal Income Tax Considerations, page 141

2.
We note your response to comment 1. Please revise your prospectus disclosure to provide a firm conclusion regarding treatment
of the transaction under Section 368(a) and remove language on page 147 stating that it is intended that certain material tax
consequences will apply. Please remove disclosure that the discussion is “for information purposes only” and the
section headers which indicate that the opinion only covers “certain” tax considerations. Similarly, please
revise the disclosure indicating the discussion does not purport to be a “complete analysis.” Refer to Section
III of Staff Legal Bulletin No. 19 for guidance.

RESPONSE: In response to the Staff’s
comment, the Company respectfully advises the Staff that, Weil, Gotshal & Manges LLP, tax counsel to ChargePoint, has provided
a tax opinion, and the Company has revised the disclosure on pages 142, 147, 148 and 149. Additionally, the Company has (a) removed
the language on page 147 stating that it is intended that certain material tax consequences will apply, (b) removed the disclosure
on page 143 that the discussion is “for information purposes only,” (c) removed the section headers which indicate
that the opinion only covers “certain” tax considerations and (d) removed the disclosure on pages 142 and 147 indicating
the discussion does not purport to be a “complete analysis.”

*	*	*	*	*

Securities
and Exchange Commission

December
28, 2020

Page
3

Please
direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by
the Staff, please contact E. Ramey Layne of Vinson & Elkins L.L.P. at (713) 758-4629.

    Very
    truly yours,

    Switchback
    Energy Acquisition Corporation

    By:
    /s/
    Jim Mutrie

    Name:
    Jim
    Mutrie

    Title:
    Chief
    Commercial Officer

Enclosures

 cc: Douglas
E. McWilliams, Vinson & Elkins L.L.P.

E.
Ramey Layne, Vinson & Elkins L.L.P.

Rex
S. Jackson, ChargePoint, Inc.

David
T. Young, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian LLP

Michael
J. Aiello, Weil, Gotshal & Manges LLP

United States securities and exchange commission logo
December 21, 2020
Jim Mutrie
Chief Commercial Officer
Switchback Energy Acquisition Corp
5949 Sherry Lane, Suite 1010
Dallas, TX 75225
Re:Switchback Energy Acquisition Corp
Amendment No. 2 to
Registration Statement on Form S-4
Filed December 15, 2020
File No. 333-249549
Dear Mr. Mutrie:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 14, 2020 letter.
Amendment No. 2 to Form S-4 filed December 15, 2020
Unaudited Pro Forma condensed Combined Financial Information, page 80
1.We note from the cover page that you have increased the registered shares from
245 million to 250 million and that the additional shares are attributable to an increase in
the rate of option and warrant exercises by holders of options and warrants of
ChargePoint, Inc. during the time between the filing of the Initial Registration Statement
and the filing of this Amendment No. 2.   As we note no changes reflected in the pro
forma statements to the shares issued to ChargePoint shareholders in the merger, please
clearly explain to us (i) the reasons for the increase in registered shares, and (ii) your
conclusion that the increase would not result in any corresponding changes to the pro

 FirstName LastNameJim Mutrie
 Comapany NameSwitchback Energy Acquisition Corp
 December 21, 2020 Page 2
 FirstName LastName
Jim Mutrie
Switchback Energy Acquisition Corp
December 21, 2020
Page 2
forma financial statements and any other financial data included in the filing.
Certain U.S. Federal Income Tax Considerations, page 141
2.We note your response to comment 1. Please revise your prospectus disclosure to provide
a firm conclusion regarding treatment of the transaction under Section 368(a) and remove
language on page 147 stating that it is intended that certain material tax consequences will
apply.  Please remove disclosure that the discussion is “for information purposes only”
and the section headers which indicate that the opinion only covers “certain” tax
considerations.  Similarly, please revise the disclosure indicating the discussion does not
purport to be a “complete analysis.” Refer to Section III of Staff Legal Bulletin No. 19 for
guidance.
            You may contact Heather Clark at 202-551-3624 or Martin James at 202-551-3671 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Erin Purnell at 202-551-3454 or Jay Ingram at 202-551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

Switchback Energy Acquisition Corporation

5949 Sherry Lane, Suite 1010

Dallas, TX 75225

December 15, 2020

Division of Corporation Finance

Office of Manufacturing

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

    Re:
    Switchback Energy Acquisition Corporation

    Amendment No. 1 to

    Registration Statement on Form S-4

    Filed December 4, 2020

    File No. 333-249549

Ladies and Gentlemen:

Set forth below
are the responses of Switchback Energy Acquisition Corporation (the “Company,” “we,”
“us” or “our”) to comments received from the staff of the Division of Corporation
Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
by letter dated December 14, 2020, with respect to the Amendment No. 1 to Registration Statement on Form S-4, File No. 333-249549,
filed with the Commission on December 4, 2020 (the “Amended Registration Statement”). Concurrently with
the submission of this letter, the Company is filing an Amendment No. 2 to the Registration Statement (the “Second
Amended Registration Statement”).

For your convenience,
each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. All references
to page numbers and captions correspond to the Second Amended Registration Statement unless otherwise specified. All capitalized
terms not otherwise defined herein shall have the meaning assigned to them in the Second Amended Registration Statement.

Securities and Exchange Commission

December 15, 2020

Page 2

Amendment
No. 1 to Form S-4 Filed December 4, 2020

Certain
U.S. Federal Income Tax Considerations, page 141

1.       We
note that you have filed a short form tax opinion as Exhibit 8.1 to the registration statement. Therefore, please revise the prospectus
to state clearly that the disclosure in the tax consequences section of the prospectus is the opinion of the named counsel or
accountant. In addition, please revise the disclosure to clearly identify and articulate the opinion being rendered. For more
information, refer to Section III.B.2. of Staff Legal Bulletin No. 19.

RESPONSE:
The Company respectfully advises the Staff that it has revised the disclosure on page 142 of the Second Amended Registration Statement
in response to the Staff’s comment.

*	*	*	*	*

Securities and Exchange Commission

December 15, 2020

Page 3

Please direct any
questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff, please
contact E. Ramey Layne of Vinson & Elkins L.L.P. at (713) 758-4629.

    Very truly yours,

    Switchback Energy Acquisition Corporation

    By:
    /s/ Jim Mutrie

    Name:
    Jim Mutrie

    Title:
    Chief Commercial Officer

Enclosures

    cc:
    Douglas E. McWilliams, Vinson & Elkins L.L.P.

    E. Ramey Layne, Vinson & Elkins L.L.P.

    Rex S. Jackson, ChargePoint, Inc.

    David T. Young, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian LLP

    Michael J. Aiello, Weil, Gotshal & Manges LLP

United States securities and exchange commission logo
December 14, 2020
Jim Mutrie
Chief Commercial Officer
Switchback Energy Acquisition Corp
5949 Sherry Lane, Suite 1010
Dallas, TX 75225
Re:Switchback Energy Acquisition Corp
Amendment No. 1 to
Registration Statement on Form S-4
Filed December 4, 2020
File No. 333-249549
Dear Mr. Mutrie:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Form S-4 Filed December 4, 2020
Certain U.S. Federal Income Tax Considerations, page 141
1.We note that you have filed a short form tax opinion as Exhibit 8.1 to the registration
statement.  Therefore, please revise the prospectus to state clearly that the disclosure in the
tax consequences section of the prospectus is the opinion of the named counsel or
accountant.  In addition, please revise the disclosure to clearly identify and articulate the
opinion being rendered.  For more information, refer to Section III.B.2. of Staff Legal
Bulletin No. 19.

 FirstName LastNameJim Mutrie
 Comapany NameSwitchback Energy Acquisition Corp
 December 14, 2020 Page 2
 FirstName LastName
Jim Mutrie
Switchback Energy Acquisition Corp
December 14, 2020
Page 2
            You may contact Heather Clark at 202-551-3624 or Martin James at 202-551-3671 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Erin Purnell at 202-551-3454 or Jay Ingram at 202-551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

Switchback
Energy Acquisition Corporation

5949
Sherry Lane, Suite 1010

Dallas,
TX 75225

December
4, 2020

Division
of Corporation Finance

Office
of Manufacturing

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-3561

Re: Switchback
Energy Acquisition Corporation

Registration
Statement on Form S-4

Filed October 19, 2020

File No. 333-249549

Ladies
and Gentlemen:

Set
forth below are the responses of Switchback Energy Acquisition Corporation (the “Company,” “we,”
“us” or “our”) to comments received from the staff of the Division of Corporation
Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
by letter dated November 12, 2020, with respect to the Registration Statement on Form S-4, File No. 333-249549, filed with the
Commission on October 19, 2020 (the “Registration Statement”). Concurrently with the submission of this
letter, the Company is filing an Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”).

For
your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.
All references to page numbers and captions correspond to the Amended Registration Statement unless otherwise specified. All capitalized
terms not otherwise defined herein shall have the meaning assigned to them in the Amended Registration Statement.

Registration
Statement on Form S-4

Cover
Page

 1. Please
                                         disclose the total number of shares that will be issued in connection with the transactions.
                                         See Item 501(b)(2) of Regulation S-K.

RESPONSE:
The Company respectfully advises the Staff that it has revised the disclosure on the prospectus cover page of the Amended Registration
Statement in response to the Staff’s comment.

Securities and Exchange Commission

December 4, 2020

Page 2

Summary
Term Sheet, page ix

 2. We
                                         note your disclosure that the PIPE Investors will be purchasing 22,500,000 shares of
                                         Class A Common Stock for $10.00 per share. Please revise your disclosure to state the
                                         value of the 22,500,000 shares based on the most recent trading price of the Class A
                                         Common Stock.

RESPONSE:
The Company respectfully advises the Staff that it has revised the disclosure on page ix of the Amended Registration Statement
in response to the Staff’s comment.

The
Business Combination

Background
of the Business Combination, page 116

 3. We
                                         note your disclosure that the Switchback Board ultimately determined ChargePoint was
                                         the most attractive potential transaction partner. Please revise to clarify the timing
                                         of this decision. Please provide more detail regarding any substantive discussions with
                                         the other potential acquisition targets that you considered.

RESPONSE:
The Company respectfully advises the Staff that it has revised the disclosure on pages 119 and 120 of the Amended Registration
Statement in response to the Staff’s comment.

 4. Similarly,
                                         we note your disclosure on page 117 that ChargePoint received a number of unsolicited
                                         inquires from other SPACs. Please revise to explain whether and to what extent ChargePoint
                                         discussed potential transactions with other entities.

RESPONSE:
The Company respectfully advises the Staff that it has revised the disclosure on pages 120, 121 and 122 of the Amended Registration
Statement in response to the Staff’s comment.

Proposal
Nos. 2 - 6 -- The Charter Proposals, page 148

 5. We
                                         note that Proposal No. 6 relates to “certain other changes” that the Switchback
                                         Board deems appropriate for a public operating company. Please provide more information
                                         with respect to the changes to be made if this proposal is approved.

RESPONSE:
The Company respectfully advises the Staff that it has revised the disclosure on the prospectus cover page and pages xi, xii,
2, 6, 23, 28, 118 and 153 of the Amended Registration Statement to expand its description of Proposal No. 6 and more specifically
describe which changes to the Proposed Second A&R Charter the Switchback Board deems appropriate for the Company’s transition
from a special purpose acquisition company to a public operating company.

*	*	*	*	*

Securities and Exchange Commission

December 4, 2020

Page 3

Please
direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by
the Staff, please contact E. Ramey Layne of Vinson & Elkins L.L.P. at (713) 758-4629.

  Very
                                         truly yours,

  Switchback
                                         Energy Acquisition Corporation

  By: /s/
                                         Jim Mutrie

  Name:  Jim
                                         Mutrie

 Title: Chief
                                         Commercial Officer

Enclosures

cc: Douglas
E. McWilliams, Vinson & Elkins L.L.P.

E.
Ramey Layne, Vinson & Elkins L.L.P.

Rex
S. Jackson, ChargePoint, Inc.

David
T. Young, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

Michael
J. Aiello, Weil, Gotshal & Manges LLP

United States securities and exchange commission logo
November 12, 2020
Jim Mutrie
Chief Commercial Officer
Switchback Energy Acquisition Corp
5949 Sherry Lane, Suite 1010
Dallas, TX 75225
Re:Switchback Energy Acquisition Corp
Registration Statement on Form S-4
Filed October 19, 2020
File No. 333-249549
Dear Mr. Mutrie:
            We have reviewed your 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Cover Page
1.Please disclose the total number of shares that will be issued in connection with the
transactions. See Item 501(b)(2) of Regulation S-K.
Summary Term Sheet, page ix
2.We note your disclosure that the PIPE Investors will be purchasing 22,500,000 shares of
Class A Common Stock for $10.00 per share.  Please revise your disclosure to state the
value of the 22,500,000 shares based on the most recent trading price of the Class A
Common Stock.

 FirstName LastNameJim Mutrie
 Comapany NameSwitchback Energy Acquisition Corp
 November 12, 2020 Page 2
 FirstName LastName
Jim Mutrie
Switchback Energy Acquisition Corp
November 12, 2020
Page 2
The Business Combination
Background of the Business Combination, page 116
3.We note your disclosure that the Switchback Board ultimately determined ChargePoint
was the most attractive potential transaction partner.  Please revise to clarify the timing of
this decision.  Please provide more detail regarding any substantive discussions with the
other potential acquisition targets that you considered.
4.Similarly, we note your disclosure on page 117 that ChargePoint received a number of
unsolicited inquires from other SPACs.  Please revise to explain whether and to what
extent ChargePoint discussed potential transactions with other entities.
Proposal Nos. 2 - 6 -- The Charter Proposals, page 148
5.We note that Proposal No. 6 relates to "certain other changes" that the Switchback Board
deems appropriate for a public operating company.  Please provide more information with
respect to the changes to be made if this proposal is approved.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Heather Clark at 202-551-3624 or Martin James at 202-551-3671 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Erin Purnell at 202-551-3454 or Jay Ingram at 202-551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

July 23, 2019

VIA EDGAR

Office of Transportation and Leisure

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N .E.

Washington, D.C. 20549-3561

    Attention:
    Susan Block

    Office of Transportation and Leisure

    Re:
    Switchback Energy Acquisition Corporation

    Form S-1 Registration Statement

    File No. 333-232501

Dear Ms. Block:

Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the “Act”), each of the undersigned, for itself and the several underwriters,
hereby joins in the request of Switchback Energy Acquisition Corporation that the effective date of the above-referenced Registration
Statement be accelerated so as to permit it to become effective at 4:00 p.m. (Eastern time) time on July 25, 2019, or as soon thereafter
as practicable.

Pursuant to Rule 460 of the General Rules and Regulations
under the Act, the undersigned advise that as of the date hereof, approximately 200 copies of the Preliminary Prospectus dated
July 22, 2019 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied and will continue
to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

[signature page follows]

    1

    Very truly yours,

    GOLDMAN SACHS & CO. LLC

    CITIGROUP GLOBAL MARKETS INC.,

    as Representatives of the Several Underwriters

    GOLDMAN SACHS & CO. LLC

    By:
    /s/ Charles Park

    Name: Charles Park

    Title: Managing Director

    CITIGROUP GLOBAL MARKETS INC.

    By:
    /s/ Cash Cameron

    Name: C. Cash Cameron

    Title: Vice President

    2

CORRESP
1
filename1.htm

Switchback Energy Acquisition Corporation

5949 Sherry Lane, Suite 1010

Dallas, TX 75225

(972) 514-9535

July 23, 2019

VIA EDGAR

Office of Transportation and Leisure

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

    Attention:
    Susan Block

    Office of Transportation and Leisure

    Re:
    Switchback Energy Acquisition Corporation

    Form S-1 Registration Statement

    File No. 333-232501

Dear Ms. Block:

Switchback Energy Acquisition Corporation
(the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-1,
as amended (File No. 333-232501), be accelerated under Rule 461 under the Securities Act of 1933, as amended, so that it will be
declared effective at 4:00 p.m. (Eastern time) on July 25, 2019, or as soon thereafter as possible.

We request that we be notified of such
effectiveness by a telephone call to Ramey Layne of Vinson & Elkins L.L.P. at (713) 758-4629 and that such effectiveness also
be confirmed in writing.

[Remainder of page intentionally left
blank.]

    1

    Sincerely,

    Switchback Energy Acquisition Corporation

    By:
    /s/ Jim Mutrie

    Name:
    Jim Mutrie

    Title:
    Chief Commercial Officer, General Counsel, Secretary and Director

    cc:
    Weil, Gotshal & Manges LLP

    Alexander D. Lynch

    Barbra J. Broudy

        Vinson & Elkins L.L.P.

        Douglas E. McWilliams

        E. Ramey Layne

    2

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